CORPORATION CODE OF THE PHILIPPINES

Case Overview and Summary

Summary of the Corporation Code of the Philippines:

Definitions and Classifications
- Defines corporation, classes of corporations (stock and non-stock), corporators, incorporators, stockholders, and members (Section 2-5)
- Provisions on shares, including classification, founders' shares, redeemable shares, and treasury shares (Section 6-9)

Incorporation and Organization of Private Corporations
- Requirements for number and qualifications of incorporators (Section 10)
- Corporate term and extension (Section 11)
- Minimum capital stock requirements (Section 12-13)
- Contents and form of articles of incorporation (Section 14-15)
- Amendment of articles of incorporation and grounds for rejection (Section 16-17)
- Corporate name requirements (Section 18)
- Commencement of corporate existence and de facto corporations (Section 19-20)
- Corporation by estoppel (Section 21)
- Effects of non-use of corporate charter and continuous inoperation (Section 22)

Board of Directors/Trustees and Officers
- Composition, election, and qualifications of board of directors/trustees (Section 23-24)
- Election and duties of corporate officers, quorum requirements (Section 25-26)
- Disqualification of directors, trustees, or officers (Section 27)
- Removal of directors or trustees and filling of vacancies (Section 28-29)
- Compensation of directors (Section 30)
- Liability of directors, trustees, or officers (Section 31)
- Dealings of directors, trustees, or officers with the corporation (Section 32-34)
- Executive committee (Section 35)

Powers of Corporations
- General corporate powers and capacity (Section 36)
- Power to extend or shorten corporate term (Section 37)
- Power to increase or decrease capital stock, incur bonded indebtedness (Section 38)
- Power to deny pre-emptive right and dispose of assets (Section 39-40)
- Power to acquire own shares and invest corporate funds (Section 41-42)
- Power to declare dividends (Section 43)
- Power to enter into management contract (Section 44)
- Ultra vires acts of corporations (Section 45)

By-Laws
- Adoption and contents of by-laws (Section 46-47)
- Amendment of by-laws (Section 48)

Meetings
- Kinds of meetings (Section 49)
- Regular and special meetings of stockholders/members (Section 50-51)
- Quorum in meetings (Section 52)
- Regular and special meetings of directors/trustees (Section 53)
- Presiding officer at meetings (Section 54)
- Voting rights of pledgors, mortgagors, administrators, and joint owners (Section 55-56)
- Voting right for treasury shares (Section 57)
- Proxies (Section 58)
- Voting trusts (Section 59)

Stocks and Stockholders
- Subscription contract and pre-incorporation subscription (Section 60-61)
- Consideration for stocks (Section 62)
- Certificate of stock and transfer of shares (Section 63)
- Issuance of stock certificates (Section 64)
- Liability of directors for watered stocks (Section 65)
- Interest on unpaid subscriptions (Section 66)
- Payment of balance of subscription (Section 67)
- Delinquency sale (Section 68)
- When sale may be questioned and court action to recover unpaid subscription (Section 69-70)
- Effect of delinquency and rights of unpaid shares (Section 71-72)
- Lost or destroyed certificates (Section 73)

Corporate Books and Records
- Books to be kept and stock transfer agent (Section 74)
- Right to financial statements (Section 75)

Merger and Consolidation
- Plan of merger or consolidation (Section 76)
- Stockholder's or member's approval (Section 77)
- Articles of merger or consolidation (Section 78)
- Effectivity of merger or consolidation (Section 79)
- Effects of merger or consolidation (Section 80)

Appraisal Right
- Instances of appraisal right (Section 81)
- How appraisal right is exercised (Section 82)
- Effect of demand and termination of right (Section 83)
- When right to payment ceases (Section 84)
- Who bears costs of appraisal (Section 85)
- Notation on certificates and rights of transferee (Section 86)

Non-Stock Corporations
- Definition of non-stock corporation (Section 87)
- Purposes of non-stock corporations (Section 88)
- Provisions on members, including voting rights, non-transferability, and termination (Section 89-91)
- Provisions on trustees and officers, including election, term, and place of meetings (Section 92-93)
- Rules of distribution of assets in non-stock corporations (Section 94-95)

Close Corporations
- Definition and applicability (Section 96)
- Provisions on articles of incorporation, including restrictions on transfer of shares (Section 97-98)
- Effects of issuance or transfer of stock in breach of qualifying conditions (Section 99)
- Agreements by stockholders (Section 100)
- When board meeting is unnecessary or improperly held (Section 101)
- Pre-emptive right in close corporations (Section 102)
- Amendment of articles of incorporation (Section 103)
- Deadlocks and remedies (Section 104)
- Withdrawal of stockholder or dissolution of corporation (Section 105)

Special Corporations
- Educational Corporations: Incorporation, pre-requisites, and board of trustees (Section 106-108)
- Religious Corporations: Classes, corporation sole, articles of incorporation, acquisition and alienation of property, filling of vacancies, dissolution, and religious societies (Section 109-116)

Dissolution
- Methods of dissolution (voluntary or involuntary) (Section 117)
- Voluntary dissolution where no creditors are affected (Section 118)
- Voluntary dissolution where creditors are affected (Section 119)
- Dissolution by shortening corporate term (Section 120)
- Involuntary dissolution (Section 121)
- Corporate liquidation (Section 122)

Foreign Corporations
- Definition and rights of foreign corporations (Section 123)
- Application to existing foreign corporations (Section 124)
- Application for a license (Section 125)
- Issuance of a license and deposit requirements (Section 126)
- Resident agent and service of process (Section 127-128)
- Law applicable to foreign corporations (Section 129)
- Amendments to articles of incorporation or by-laws (Section 130)
- Amended license (Section 131)
- Merger or consolidation involving a foreign corporation (Section 132)
- Doing business without a license (Section 133)
- Revocation of license (Section 134)
- Issuance of certificate of revocation (Section 135)
- Withdrawal of foreign corporations (Section 136)

Miscellaneous Provisions
- Definition of outstanding capital stock (Section 137)
- Designation of governing boards (Section 138)
- Incorporation and other fees (Section 139)
- Stock ownership in certain corporations (Section 140)
- Annual report of corporations (Section 141)
- Confidential nature of examination results (Section 142)
- Rule-making power of the Securities and Exchange Commission (Section 143)
- Violations of the Code and penalties (Section 144)
- Amendment or repeal (Section 145)
- Repealing clause (Section 146)
- Separability of provisions (Section 147)
- Applicability to existing corporations (Section 148)
- Effectivity (Section 149)