CORPORATION LAW

R.A. No. 112321 or the Revised Corporation Code of the Philippines which amended B. P. 68

I. General Provisions
A. Corporation, defined (Sec. 2)
1. Art. XII Section 16, 1987 Philippine Constitution
2. Attributes of a Corporation
3. Similarities and Distinctions between Contract of Partnership and Corporations
4. Corporations Created by Special Laws or Charter
B. Classification of corporations
1. Under the Corporation Code (Sec. 3)
2. Sole and Aggregate
3. Ecclesiastic and Lay
4. Eleemosynary and Civil
5. Domestic and Foreign
6. De jure and de facto corporations
7. Close and Open Corporation
8. Parent, Subsidiary, and Affiliated
9. Private and Public
10. Corporation by Prescription and Corporation by Estoppel
11. Party-list organizations (Sec. 182)
C. Nationality of corporations
1. Control test
2. Grandfather rule
EO No. 65
([Link]
Wilson Gamboa v. Sec. Margarito Teves, GR No. 176579, June 28, 2011
(This is a very long case. Look for case digests online)
D. Corporations created by special laws (Sec. 4)
E. Corporators and incorporators, stockholders and members (Sec. 5)
F. Corporate juridical personality
1. Doctrine of separate juridical personality
2. Doctrine of piercing the corporate veil
a. Grounds for application of doctrine
b. Test in determining applicability
ASJ Corporation v. Sps. Evangelista, GR NO. 158086, February 14, 2008
3. Entitlement to constitutional rights
4. Entitlement to Moral Damages
5. Libel
6. Liability for torts
7. Doctrine of Corporate Negligence
Professional Services Inc., v. Court of Appeals, G.R. No. 126297, Feb. 2, 2010
8. Liability for crime
G. Classification of Shares (Sec. 6)
1. Par value or no par value
2. Voting or non-voting
3. Common or preferred
 4. Promotion share
5. Share in escrow
6. Convertible stock
7. Founder’s share (Sec. 7)
8. Redeemable share (Sec. 8)
9. Treasury share (Sec. 9)
II. Incorporation and Organization of Private Corporations
A. Number and qualifications of incorporators (Sec. 10)
B. Theory on Multiple Corporate Personalities
C. Minimum capital stock and subscription requirements (Sec. 12)
i. Outstanding capital stock (Sec. 173)
D. Corporate term (Sec. 11)
E. Articles of incorporation
1. Contents (Sec. 13)
2. Form (Sec. 14)
3. Amendment (Sec. 15)
4. Doctrine of substantial compliance
F. Ground for rejection (Sec. 16)
G. Corporate name (Sec. 17)
H. Commencement of corporate existence (Sec. 18)
I. De facto corporation (Sec. 19)
J. Corporation by estoppel (Sec. 20)
1. Differences between de jure, de facto and corporation by estoppels
Seventh Day Adventist v. Mindanao Mission of Seventh Day Adventist. GR No. 150416, July
21, 2006
K. Non-use of corporate charter (Sec. 21)
III. Board of Directors/Trustees/Officers
A. The Board of Directors or Trustees (Sec. 22)
1. Fiduciary duties
2. Corporations vested with public interest
B. Election of directors or trustees (Sec. 23)
1. Methods of voting
a. Straight voting
b. Cumulative voting
2. In a non-stock corporation
C. Corporate officers, quorum (Sec. 24)
1.. Report of election (Sec. 25)
D. Disqualification of directors, trustees or officers (Sec. 26)
E. Removal of directors or trustees (Sec. 27)
F. Vacancies in the office of director or trustee (Sec. 28)
G. Compensation of directors (Sec. 29)
H. Liability of directors, trustees or officers (Sec. 30)
1. Corporate opportunity doctrine
I. Dealings of directors, trustees or officers with the corporation (Sec. 31)
J. Contracts between corporations with interlocking directors (Sec. 32)
K. Disloyalty of a director (Sec. 33)
L. Executive committee (Sec. 34)
M. Business Judgment Rule
 Saber v. Court of Appeals, G.R. No. 132981, August 31, 2004
IV. Powers of Corporations
A. Classification of powers
1. Express powers
2. Implied powers
3. Incidental or inherent powers
Cebu Bionic Builders Supply, Inc. v. DBP, GR No. 154366, November 17, 2010
B. Corporate powers and capacity
1. General powers, theory of general capacity (Sec. 35)
2. Specific powers, theory of specific capacity
a. Power to extend or shorten corporate term (Sec. 36)
i. Appraisal right of dissenting stockholders
b. Power to increase or decrease capital stock or incur, create, increase bonded
indebtedness (Sec. 37)
i. Limitation
ii. Necessity
c. Power to deny pre-emptive rights (Sec. 38)
i. As to treasury shares
d. Power to sell or dispose of corporate assets (Sec. 39)
i. Appraisal right of dissenting stockholder
e. Power to acquire own shares (Sec. 40)
i. Conditions for the exercise of the power
ii. Trust fund doctrine
f. Power to invest corporate funds in another corporation or business (Sec. 41)
g. Power to declare dividends (Sec. 42)
i. Concept of dividends (distinguished from profits)
ii. Classes of dividends
iii. Unrestricted retained earnings
h. Power to enter into management contract (Sec. 43)
i. Ultra vires acts (Sec. 44)
- Applicability of ultra vires doctrine
-- Consequences of ultra vires acts
--- Ratification
j. Doctrine of apparent authority
BPI Family Savings Bank v. First Metro Investment, GR No. 132390, May 21, 2004
k. Doctrine of individuality of subscription
l. Doctrine of equality of shares
m. Trust fund doctrine
V. By Laws
A. Adoption of by-laws (Sec. 45)
1. Requisites of valid by-laws
2. Binding effects
3. Contents (Sec. 46)
4. Amendments (Sec. 47)
VI. Meetings
A. Kinds (Sec. 48-49)
1. Necessity of meetings
B. Place and time of meeting of stockholders or members (Sec. 50)
 C. Quorum (Sec. 51)
1. Requisites for a valid meeting of stockholders
2. Specific number of votes required by law
D. Regular and special meetings of directors or trustees (Sec. 52)
1. Business judgment rule
2. Solidary liabilities for damages
E. Who shall preside (Sec. 53)
F. Secured creditors (Sec. 54)
G. Voting in case of joint ownership (Sec. 55)
H. Voting right for treasury shares (Sec. 56)
I. Proxies (Sec. 57)
K. Voting trust (Sec. 58)
VII. Stocks and Stockholders
A. Rights of stockholders in general
B. Derivative suit
C. Liabilities of stockholders
D. Subscription contract (Sec. 59)
E. Pre-incorporation subscription (Sec. 60)
F. Certificate of stock
G. Consideration for stocks (Sec. 61)
H. Certificate of stock and transfer of shares (Sec. 62)
I. Issuance of stock certificate (Sec. 63)
J. Liability of directors for watered stocks (Sec. 64)
K. Interest on unpaid subscription (Sec. 65)
L. Payment of balance (Sec. 66)
M. Delinquency sale (Sec. 67)
N. When sale may be questioned (Sec. 68)
O. Court action to recover unpaid subscription (Sec. 69)
P. Effect of delinquency (Sec. 70)
Q. Rights of unpaid shares (Sec. 71)
R. Lost or destroyed certificates (Sec. 72)
VIII. Corporate Books and Records
A. Contents (Sec. 73-74)
B. Who may make valid entries
C. Reportorial requirements (Sec. 177)
IX. Merger and Consolidation
A. Merger and consolidation (Sec. 75)
B. Approval required (Sec. 76)
C. Articles of merger or consolidation (Sec. 77)
D. Effectivity (Sec. 78)
E. Effects (Sec. 79)
F. Philippine Competition Act (Refer to RA 10667)
i. In general (1987 Constitution, Article XII, Section 19; RA 10667, Sec. 127
ii. Compulsory notification (RA 10667, Sec. 17)
iii. Prohibited Agreements (RA 10667, Sec. 20, 4(k))
iv. Exemption to the prohibition (RA 10667, Sec. 21)
X. Appraisal Right
A. Instances of appraisal right (Sec. 80)
 B. How exercised (Sec. 81)
C. Effect of demand and termination of right (Sec. 82)
D. When right to payment ceases (Sec. 83)
E. Who bears costs of appraisal (Sec. 84)
F. Notation on certificates; rights of transferee (Sec. 85)
XI. Non-Stock Corporations
A. Definition (Sec. 86)
B. Purposes (Sec. 87)
C. Members right to vote (Sec. 88)
D. Non-transferability of membership (Sec. 89)
E. Termination of membership (Sec. 90)
F. Election and term of trustees (Sec. 91)
G. Meetings (Sec. 92)
H. Distribution of Assets in Non-Stock Corporations
A. Rules of distribution (Sec. 93)
B. Plan of distribution of assets (Sec. 94)
XII. Close Corporations
A. Definition (Sec. 95)
B. Articles of incorporation (Sec. 96)
C. Validity of restrictions on transfer of shares (Sec. 97)
D. Effects of issuance or transfer of stock in breach of qualifying conditions (Sec. 98)
E. Agreements by stockholders (Sec. 99)
F. When board meeting is unnecessary or improperly held (Sec. 100)
G. Pre-emptive right in close corporations (Sec. 101)
H. Amendment of articles of incorporation (Sec. 102)
I. Deadlocks (Sec. 103)
J. Withdrawal of stockholder or dissolution of corporation (Sec. 104)
XIII. Special Corporations
A. Educational Corporations
1. Incorporation (Sec. 105)
2. Board of trustees (Sec. 106)
B. Religious Corporations
1. Classes of religious corporations (Sec. 107)
2. Corporation sole (Sec. 108)
3. Articles of incorporation (Sec. 109)
4. Submission of the articles of incorporation (Sec. 110)
5. Acquisition and alienation of property (Sec. 111)
6. Filling of vacancies (Sec. 112)
7. Dissolution (Sec. 113)
C. Religious societies (Sec. 114)
D. One Person Corporations
1. Definition, in general (Sec. 115, 116)
2. Minimum capital requirement (Sec. 117)
3. Articles of incorporation (Sec. 118)
4. By-laws (Sec. 119)
5. Corporate name (Sec. 120)
6. Director, President (Sec. 121)
7. Other officers (Sec. 122)
 8. Corporate secretary (Sec. 123)
9. Nominee (Sec. 124)
i. Term (Sec. 125)
ii. Change in nominee (Sec. 126)
10. Minute book (Sec. 127)
11. Records in lieu of meetings (Sec. 128)
12. Repertotial requirements (Sec. 129)
13. Liability of single shareholder (Sec. 130)
14. Conversion
i. From ordinary to one person (Sec. 131)
ii. From one person to ordinary (Sec. 132)
XIV. Dissolution
A. Methods of dissolution (Sec. 133)
B. Voluntary dissolution
i. Where no creditors are affected (Sec. 134)
ii. Where creditors are affected (Sec. 135)
iii. Dissolution by shortening corporate term (Sec. 136)
iv. Withdrawal of request or petition (Sec. 137)
E. Involuntary dissolution (Sec. 138)
F. Corporate liquidation (Sec. 139)
XV. Foreign Corporations
A. Definition and rights of foreign corporations (Sec. 140)
i. Application to existing foreign corporations (Sec. 141)
B. Application for a license (Sec. 142)
C. Issuance of a license (Sec. 143)
i. Amendment (Sec. 148)
D. Resident agent
i. Qualifications (Sec. 144)
ii. Service of process (Sec. 145)
E. Law applicable (Sec. 129)
F. Amendment to Articles and By-laws (Sec. 147)
G. Merger or consolidation of a foreign corporations (Sec. 149)
H. Doing business without a license (Sec. 150)
I. Revocation of license (Sec. 151)
i. Certificate of revocation (Sec. 152)
J. Withdrawal of foreign corporations (Sec. 152)
XVI. Offenses and Penalties (Sec. 154-172)