LAW ON BUSINESS ORGANIZATIONS
Course Title
Credit Units
Course Description
Course Intended
Learning Outcomes
Law on Business Organizations
Course Code
3
Course Pre-requisites
Law on Obligations and Contracts
This is an introductory course to the basic provisions of the Corporation Code, Law on Partnership, and other relevant laws of other forms of
associations. The students are exposed to the various business processes and functional areas.
By the end of the course, students are expected to have a good understanding of the legal personality of corporations, their formation, and their
basic difference from single proprietorship, partnerships and other forms of association.
Midterm Period
Week
Content Standards
1. Law on Partnership
Nature and as distinguished from
corporation
Elements and kinds
Formalities required
Rules of management
Distribution of profits and losses
Sharing of losses and liabilities
Modes of dissolution
Limited partnership
Law on Business Organizations
UNIT 1:
Essential Learning
Declarative
Functional
Knowledge
Knowledge
Principles
Partnership
Liabilities
Intended Learning
Outcomes (ILO)
of Write an article of Understand
and Partnership
personality
partnership
the
Suggested
Teaching/Learning
Activities (TLAs)
legal Lecture-discussion
of
Assessment
Tasks (ATs)
Quiz
2. Corporation, defined under Sec. 2 of
Corporation Code and Art. XII,
Section 16, 1987 Philippine
Constitution
Nature and Classes of Corporations
Stock and non-stock corporations
Corporations created by Special
Laws or Charter
Sole and Aggregate
Domestic and Foreign Corporation
Close and Open Corporation
Private and Public Corporation
Condominum Corporation
2.2 Powers of a Corporation
Express
Implied
Incidental
2.3 Domicile and Nationality of a
Corporation
3. Incorporation and organization of Private
Corporation
3.1. Number and Qualifications of
Corporation
3.2. Corporate Term
3.3. Minimum Capital Stock Required of
Stock Corporations
3.4. Amount of Capital Stock to be
subscribed & paid for incorporation
3.5. Contents of Articles of Incorporation
3.6. Amendment of Articles of Articles of
Incorporation
3.7. Commencement of Corporate
Existence
3.8. Corporation by Estoppel and by
Prescription
3.9. De jure and de facto corporation
Law on Business Organizations
Nature
of
Corporation,
its
juridical personality,
and classes
of
corporations.
Knowledge
of
Powers
of
Corporation
the Lecture-discussion
the
Quiz
Elements of Articles Write an article
of
Incorporation of incorporation
and
other
documents
required
Understand
the Lecture-discussion
importance of Articles of
Incorporation and other
requirements to form a
corporation
Quiz
4. Board of Directors/Trustees/Corporate
Officers, By-laws and meetings
4.1 BOD
Qualifications
Election, Disqualification and
removal
Powers and fiduciary duties
Contractual capacity of directors
Self-dealing by directors
Shareholder remedies
4.2 Corporate officers
4.3 By-laws
Adoption of By-laws
Contents of By-laws
Amendment to By-laws
4.4. Meetings
Nature
and
Functions of the
Board of Directors
the Lecture-discussion
the
Quiz
5. Stocks and Stockholders
5.1 Classes of Stocks
Concepts
Subscriptions
5.2 Powers, duties, rights and obligations of
stockholders
5.3 Majority and minority control
Knowledge about Recognize
a Appreciate the powers Lecture-discussion
stockholders rights stock certificate
of stockholders and
and
obligations;
attendant obligations.
Financing
of
corporations
Quiz
Nature of Business
combination
Quiz
6 . Corporate reorganization
6.1 Mergers
6.2 Consolidation
6.3 Other business combinations
MIDTERM EXAMINATION
Final Period
Week
Appreciate
responsibilities of
Board of Directors
Appreciate
how Lecture-discussion
corporations merge or
consolidate with other
corporations
UNIT 2:
Content Standards
Law on Business Organizations
Essential Learning
Declarative
Functional
Knowledge
Knowledge
Intended Learning
Outcomes (ILO)
Suggested
Teaching/Learning
Activities (TLAs)
Assessment
Tasks (ATs)
3
7. Non-stock Corporation; Close
Corporations; Special Corporations
Special Classes of
Corporations
8. Modes of dissolution and liquidation
(Insolvency; Rehabilitation)
Remedies of ailing
corporations
9. Foreign corporations
9.1 License to do business (purpose of
the license, requirements for application/
issuance of license, and consequence of
doing business without a license)
9.2 Definition and rights of foreign
corporations
9.3 Definition of doing business and its
relation to foreign investments
9.4 Resident agent (purpose, qualifications)
9.5 Suits against foreign corporations
9.6 Suspension/revocation of license
9.7 Withdrawal from business
9.8 Kinds and availability of corporate books
10. Securities Regulation Code
10.1 Kinds of Securities
10.2 Protection of Investors, private tender
offer and insider trading
10.3 SEC Circulars and Issuances
Code of Corporate Governance
Filing of General Information Sheet
Filing of Annual Audited Financial
Statements
11. Cooperatives
11.1 Organization and Registration of
Cooperatives
11.2 Administration
11.3 Responsibilities, Rights and Privileges
of Cooperatives
11.4 Capital, Property of Funds
Audit, Inquiry and Members Right to
10
11
Law on Business Organizations
Appreciate how
corporations survive
using legal remedies
Appreciate the
difference between local
and foreign corporations
Lecture-discussion
Quiz
Lecture-discussion
Quiz
Lecture-discussion
Quiz
Nature of Foreign
Corporations
Lecture-discussion
Recognize
Articles of
Cooperation
Appreciate other form of
associations
Lecture-discussion
Quiz
12
Examine
11.5 Allocation and Distribution of Funds
11.6 Types and Categories of Cooperatives
11.7 Merger and Consolidation of
Cooperatives
11.8 Dissolution of Cooperatives
Miscellaneous Provisions of the Corporation
Code, Law on Partnership, Cooperative
Code of the Philippines and other relevant
laws
Synthesis
Lecture-discussion
Quiz
FINAL EXAMINATION
Basic Readings
1.) Law on Partnership and Private Corporations, Hector De Leon
2.)
3.)
4.)
5.)
6.)
Fundamentals of Corporation Law, Judge Eugene Paras and Atty. Manuel Gatcho
The Corporation Code of the Philippines, BP 68
Securities Regulation Code, Republic Act No. 8799
Law on Partnership, Articles 1767- 1867 Civil Code of the Philippines
Cooperative Code of the Philippines, Republic Act No. 6938 and 9520
Course Assessment
Course Policies
Consultation
Schedule
GRADING SYSTEM:
MIDTERM GRADE
Class Standing
Quizzes
Midterm Exam
10%
30%
60%
-------100%
FINAL GRADE
Midterm Grade
Class Standing
Quizzes
Final Exam
40%
10%
20%
30%
-------100%
English Language will be used as the medium of instruction and communication either written or oral.
Attendance: A student is considered absent if he comes beyond the grace period- 15 minutes.
Two is the maximum number of absences.
Quizzes, recitation, individual presentation..
Faculty Member
: Atty. Danilo R. Rico II
Email-address
: [email protected]
Consultation Day/s : Saturday
Time and Venue
: 4 6pm
Course Title
AY 2016-2017
Prepared by
Law on Business Organizations
October 8, 2016
Atty. Danilo R. Rico II
Law on Business Organizations
Reviewed by
Approved by:
