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Corporation

The document discusses the key aspects of a corporation including that it is an artificial being created by operation of law and has rights of succession and authorized powers. A corporation has a separate legal personality from its shareholders and owners which provides limited liability, though this can be pierced in cases of fraud or to prevent injustice. Formal requirements for incorporation include filing articles of incorporation with the SEC for private corporations or establishing by special law for GOCCs.

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15 views1 page

Corporation

The document discusses the key aspects of a corporation including that it is an artificial being created by operation of law and has rights of succession and authorized powers. A corporation has a separate legal personality from its shareholders and owners which provides limited liability, though this can be pierced in cases of fraud or to prevent injustice. Formal requirements for incorporation include filing articles of incorporation with the SEC for private corporations or establishing by special law for GOCCs.

Uploaded by

kristinesacatropez
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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Download as PDF, TXT or read online on Scribd
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CORPORATION

REPUBLIC ACT 11232: REVISED CORPORATION CODE


EFFECTIVITY: FEBRUARY 23, 2019

□ CORPORATION- It is an artificial being created by operation of law, having the right of


succession and the powers, attributes and properties expressly authorized by law or incident to
its existence.
A. ARTIFICIAL BEING Juridical Personality
 GR:
 CORPORATE ENTITY THEORY
- The corporation is possessed with a personality separate and
distinct from the stockholders or persons composing it.
- It is not affected by the personal rights, obligations or transactions
of the latter.
• LIMITED LIABILITY
- Stockholder are liable only up to the extent of their capital
contribution when it comes to corporate liabilities
- "Corporate Veil"
 EXC:
 DOCTRINE OF PIERCING THE VEIL OF CORPORATE FICTION
- doctrine that allows the State to disregard, for certain justifiable
reasons, the notion that a corporation has a personality separate
and distinct from the persons composing it.

- A principle that a corporate mask may be removed or the


corporate veil pierced

- 3 Basic Areas: (D.F.A)


1. D- Defeat Public Convenience Cases
→ When the corporate fiction is used to commit
evasion of an existing obligation
2. F- Fraud Cases
→ When the corporate fiction is used to
 Protect Fraud
 Justify a wrong
 Defend a crime
3. A- Alter Ego Cases
→ When a corporation is a mere instrumentality or
alter ego of the stockholders or owners

B. CREATED BY OPERATION OF LAW


i. Formal Requirements:

 PRIVATE CORPORATION General Law (Revised Corporation Code


a) Filing Article of Incorporation to (SEC)Securities and Exchange
Commission
b) Issuance of Certificate of Incorporation (Registration)

 GOCC Special Law

ii. Acquire Juridical Personality and Legal Existence

C. RIGHT OF SUCCESSION
D. POWER, ATTRIBUTES AND PROPERTIES EXPRESSLY AUTHORIZED BY LAW

CORPORATION Page 1

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