There are multiple steps, including diversion proceedings, before a case reaches the court for trial proper. Not all Information may be filed after the conduct of preliminary investigation before the investigating prosecutor. Upon the filing of a criminal Information in court, the proper diversion proceedings shall be conducted by the Diversion Committee. Trial commences upon the recommendation by the Diversion Committee, and approval by the court after hearing, that further court proceedings shall proceed.
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Election of Directors or Trustees under the Revised Corporation Code
As provided under the Revised Corporation Code, the elected directors or trustees shall perform their duties as prescribed by law, rules of good corporate governance, and bylaws of the corporation.
Continue readingBylaws under the Revised Corporation Code
For the adoption of bylaws by the corporation, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of nonstock corporations, shall be necessary.
Continue readingIntra-Corporate Disputes in Corporation Laws
To determine whether or not a case involves an intra-corporate dispute, two tests are applied – the relationship test and the nature of the controversy test.
Continue readingDisqualification of Directors/Trustees/Officers under the Revised Corporation Code
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 readingNumber/Qualifications of Incorporators under the Revised Corporation Code
Incorporators 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 readingIndependent Directors under the Revised Corporation Code
As 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 readingBoard of Directors/Trustees under the Revised Corporation Code
Unless 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 readingThe Trust Fund Doctrine in Corporate Law
First 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 readingContents of Articles of Incorporation: The Revised Corporation Code
All 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:
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