rccp

What is an artificial being in the context of corporations?

A corporation is regarded as a person with its own distinct and separate juridical personality.

What does 'piercing the veil of corporate fiction' refer to?

It allows for disregarding the separate juridical personality of a corporation when it is used to defeat public convenience, justify wrong, protect fraud, or defend crimes.

What law governs the creation of private corporations in the Philippines?

Private corporations must be governed by a general law or a special law for government-owned and controlled corporations.

What is meant by the 'right of succession' for a corporation?

A corporation can exist continuously despite changes in the composition of corporators.

Define express powers of a corporation.

Express powers are powers specifically granted to a corporation by law or its Articles of Incorporation.

What are implied powers in the context of corporations?

Powers that are not explicitly stated but are reasonably necessary to carry out the express powers.

What are incidental powers of a corporation?

Powers essential for the corporation's continued operation, even if not expressly enumerated.

List the classifications of corporations.

Corporations can be classified as stock vs. non-stock, public vs. private, De Jure vs. De Facto, domestic vs. foreign, and closed vs. special.

What is a de facto corporation?

A corporation that exists based on a valid law, in good faith, and exercises corporate powers despite not fully complying with requirements.

What does the Grandfather Rule entail in determining a corporation's nationality?

The nationality of a corporation is computed by attributing the nationality of second or subsequent tier of ownership to determine the nationality of the corporate shareholder.

What is a subscription contract?

A contract for the acquisition of unissued stock in an existing corporation or one that is still to be formed.

Define the trust fund doctrine.

It holds that the capital stock, property, and other assets of a corporation are considered equity in trust for the payment of corporate creditors.

What are the requisites for a valid stockholder's meeting?

The meeting must be held at the date specified in the by-laws, prior notice must be given, held at the proper place, and called by the proper person.

What is the business judgment rule?

It stipulates that decisions of corporate officers and directors must be made in good faith and with care, protecting them from liability in certain situations.

What is the power of a corporation to amend its Articles of Incorporation?

Requires the approval of the majority of the Board of Directors and a vote by stockholders representing at least 2/3 of the outstanding capital stock.

List the conditions under which dividends can be declared.

Dividends can be declared if there is unreserved retained earnings, and must be approved by the BOD and, for stock dividends, by 2/3 of shareholders.

What is the difference between a merger and consolidation?

A merger absorbs existing corporations into one, while consolidation forms a new corporation from two or more existing ones.

What is required for the voluntary dissolution of a corporation?

Must have the majority vote of the board and affirmative vote of shareholders owning majority of outstanding capital stock.

What are the grounds for involuntary dissolution of a corporation?

Include non-use of corporate charter, failure to resume operations after delinquency, or court orders based on fraud or violations.