A person shall be disqualified from being a director, trustee or officer of any corporation if, within five (5) years prior to the election or appointment as such, the person was:
Continue readingIncorporators are those stockholders/members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof. The Revised Corporation Code (Republic Act No. 11232) made significant changes in the number and qualifications of incorporators.
Continue readingAs provided in the Revised Corporation Code, the board of the following corporations vested with public interest shall have independent directors constituting at least twenty percent (20%) of such board:
Continue readingUnless otherwise provided in the Revised Corporation Code, the board of directors or trustees shall exercise the corporate powers, conduct all business, and control all properties of the corporation.
Continue readingFirst enunciated by the Supreme Court in the 1923 case of Philippine Trust Co. vs. Rivera, provides that subscriptions to the capital stock of a corporation constitute a fund to which the creditors have a right to look for the satisfaction of their claims.
Continue readingAll corporations shall file with the Securities and Exchange Commission articles of incorporation in any of the official languages, duly signed and acknowledged or authenticated, in such form and manner as may be allowed by the Securities and Exchange Commission, containing substantially the following matters, except as otherwise prescribed by the Revised Corporation Code or by special law:
Continue readingThe classification of shares, their corresponding rights, privileges, or restrictions, and their stated par value, if any, must be indicated in the articles of incorporation. Each share shall be equal in all respects to every other share, except as otherwise provided in the articles of incorporation and in the certificate of stock. These are the relevant provisions in the Revised Corporation Code (Republic Act No. 11232).
Continue readingAn arbitration agreement may be provided in the articles of incorporation or bylaws of an unlisted corporation. When such an agreement is in place, disputes between the corporation, its stockholders or members, which arise from the implementation of the articles of incorporation or bylaws, or from intra-corporate relations, shall be referred to arbitration.
Continue readingCertain shares may be deprived voting rights under the articles of incorporation, a fact which must be reflected in the certificate of stock. In any case, there shall always be a class or series of shares with complete voting rights.
Continue reading[Republic Act No. 10644, also known as the “Go Negosyo Act”, was signed by the President on 15 July 2014. It mandates the creation of the “Negosyo Center” in all barangays, cities and municipalities, amending the Magna Carta for Micro, Small and Medium Enterprises (R.A. 6977) and the Barangay Micro Business Enterprises (BMBEs) Act of 2020 (R.A. 9178). The complete text of R.A. 10644 is reproduced below.]
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