CORPORATION LAW
An Introduction
came from the Latin word
“corpus” which means body
A corporation is a distinct and
seperate personality
GOVERNMENT
(PHIL.)
Branches of gov’t
Legislative
creating the law
Senate
House of
Representative
Executive
executing the
law
Sec 1, Art 7
President
Judicial
interpreting the
law
Supreme Court
Chief justice
SEPARATION OF POWERS
Co-equal means they are equal in power.
They only have different work.
CORPORATION LAW
An Introduction
Governing
Law
Batas Pambansang Bilang 68
a.k.a Corporation Code of the
Philippines
took effect on May 1, 1980
Operative law involving Private
Corporations in the Phil.
It was a Marcos Presidency.
Batas Pambansang Bilang 68
Republic Act No. 11232
Republic Act No. 11232
a.k.a Revised Corporation Code
(RCC).
It was signed by Pres. Duterte on
February 20,2023
The RCC took effect on February
23, 2019.
Publication: Manila Bulletin and the
Business Mirror.
DEFINITION
A corporation is an artificial person being created by operation of law,
having the right of succession and the powers, attributes, and
properties expressly authorized by law or incidental to its existence.
- Sec 2, RA 11232
Corporation
“Attributes”
Artificial
Being
created by
operation
of law
right
of
succession
powers,
attributes,
&
properties
Theory of Concession
A
corporation
is a creation
of the law
owes its
existence to
the state
its birth being
purely depends
on its will.
Created by Operation of Law
Failure to comply
with the statutory
& condition,
therefore does not
warrant.
Securities & Exchange
Commission (SEC)
Organized to Corporation
imprimatur of the state
issuing of the AOI
representation of state
Requirement: LAW
the state must give its
consent
Person
<
Articles of Incorporation
(AOI)
Serves as a birth
certificate of a
corporation.
>
Compliance
with the
creation of a
corporation
Natural (Human being)
artificial (creation of Law.
e.g. Corporation)
Right of Succession
Section 11, RA 11232
“ A corporation shall have perpetual
existence unless its articles of incorporation
provide otherwise”
Under RCC
Default life: Immortality/Forever
The ownership can be pass by
someone
How many person
required to create
a corporation?
One person can
create a corporation
Doctrine of Corporate Personality
“ A corporation is invested by law with a
personally separate and distinct from those
persons who composing it.
Ultra Vires Acts
“Unauthorized Act”
No corporation shall posses or exercise corporate powers
other than those conferred by this Code or by its AOI
except as necessary or incidental to the exercise of the
powers conferred
Powers, Attributes & Properties
A corporation only allowed to exercise
powers that are granted to it by law.
A corporation can exercise only the powers:
1. Expressly conferred upon it by law and
its Articles of Incorporation
2. Implied from such power
3. Incidental to its existence
KINDS OF POWER
EXPRESS
Expressly granted
Articles of
Incorporation
Revised Corp. Code
Applicable Law
IMPLIED
Necessary to carry
Hidden Powers
Silent power
INCIDENTAL
Reason of its
existence
Inherent or
Naturally