False with the SEC if not acted upon within 9 months

from the date of filing for a cause not

1. Property acquired by a corporation is the attributable to the corporation. 6 MONTHS
property of stockholders or members.
12. A corporation can change its name by
2. Well-settled is the principle that the amending its by-laws. Articles of incorporation
corporate mask may be removed or the
corporate veil pierced when the corporation is 13. The place where the principal office of
just an alter ego of a person or of another the corporation is to be located is one of the
corporation. Equally well-settled required contents of the by-laws.

3. It is a basic principle in Corporation Law 14. The board of the following corporations
that a corporation has a personality which is the vested with public interest shall have
same as the officers or members who compose independent directors constituting at least 10%
it. Separate and distinct of such board. 20%

4. A non-stock corporation must have 15. Independent directors must be elected

shareholders. (no stock, so no shareholders) by the other directors present or entitled to vote
in absentia during the election of directors.
5. Non-stock corporations can distribute Shareholders
10% of their income to their members.
16. Any 2 or more positions may be held
6. In non-stock corporations, the voting concurrently by the same person, except that no
rights does not attach to membership. one shall act as president and secretary or as
president and vice-president at the same time.
7. The right to vote is a right inherent in Treasurer
and incidental to the ownership of corporate
stock, but as such is not a property right. 17. The power to remove directors or
trustees belongs to the officers exclusively.
8. Preferences granted to preferred Members
stockholders gives them a lien upon the property
of the corporation nor make them creditors of 18. Every director must own at least 100
the corporation. share of the capital stock of the corporation of
which he is a director, which share shall stand in
9. The Corporation Code allows his name on the books of the corporation. (1)
redemption of shares only if there are
unrestricted retained earnings on the books of 19. The board of directors of a corporation
the corporation. is a creation of law. stockholders

10. A corporation commences its corporate 20. The property of the corporation is not
existence and juridical personality and is the property of its stockholders or members;
deemed incorporated from the date the D'TI however, it may be sold by the stockholders or
issues certificate of incorporation under its members. May not be sold
official seat. SEC
21. In no case shall the total yearly
11. The amendment of the articles of compensation of directors, as such directors,
incorporation shall take effect upon their exceed 10% of the net income after income tax
approval by the SEC or from the date of filing of the corporation during the preceding year.
 33. The declaration of dividends is
22. The executive committee may act, by dependent upon the availability of surplus profit
2/3 vote of all its members. or restricted retained earnings. dividends

23. The act of a director violating the 34. It is the generally accepted rule that
doctrine of corporate opportunity can be ratified third persons are bound by by-laws. Not bound
by a vote of the stockholders owning or
representing at least majority of the outstanding 35. The owners of majority of the
capital stock. two-thirds (2/3) outstanding capital stock or majority of the
members in a non-stock corporation may
24. Stockholders or members also elects delegate to the board of directors or trustees the
officers to carry out management functions on a power to amend or repeal any by-laws or adopt
day-to-day basis. board new by-laws. May not delegate

25. Acts of management pertain to the 36. Any power delegated to the board of
stockholders or members. directors or trustees to amend or repeal any by-
laws or adopt new by-laws shall be considered as
26. Acts of ownership pertain to the board. revoked whenever stockholders owning or
representing 2/3 of the outstanding capital stock
27. A suit to enforce preemptive rights in a or 2/3 of the members in non-stock corporations,
corporation is a derivative suit. shall so vote at a regular or special meeting.

28. Preferred shares may be acquired even 37. On the death of the shareholder, the
without surplus profit for as long as it will not executor or administrator duly appointed by the
result to the insolvency of the Corporations. Court is vested with the legal title to the stock
Redeemable share but not entitled to vote it. entitled

29. The requirement of unrestricted 38. As a rule, the doctrine of corporate

retained earnings to cover the shares is based on opportunity is violated where the stocks are
the doctrine of limited capacity. issued by the corporation for a consideration
Trust fund doctrine which is less than its par value. Trust fund
doctrine
30. There can be no distribution of assets
among the stockholders without first paying 39. A certificate of stock is one, entire and
corporate creditors. Hence, any disposition of divisible contract. indivisible
corporate funds to the prejudice of creditors is
rescissible. Null and void 40. The general rule is that obligations
incurred by the corporation, acting through its
31. Approval by a 2/3 vote of the board of directors, officers and employees, are their joint
directors or trustees. majority liabilities. (and vice versa)

32. A corporation can purchase its own 41. Payment may be made regardless if the
shares, provided payment is made out of surplus corporation has unrestricted retained earnings
profits and the acquisition is for a legitimate in its books to cover the same.
corporate purpose.
42. Clearly, the right of appraisal may be
exercised when there is a minor change in the
charter or articles of incorporation substantially 51. An involuntary dissolution may be
prejudicing the rights of the stockholders. effected by amending the articles of
incorporation to shorten the corporate term.
43. If within a period of 60 days from the voluntary
date the corporate action was approved by the
stockholders, the withdrawing stockholder and 52. Every corporation whose charter expires
the corporation cannot agree on the fair value of pursuant to its articles of incorporation, is
the shares, it shall be determined and appraised annulled by forfeiture, or whose corporate
by 5 disinterested persons. (3) existence is terminated in any other manner,
shall nevertheless remain as a body corporate
44. If the dissenting stockholder is not paid for 5 years after the effective date of dissolution.
the value of his shares within 10 days after the 3 years
award, his voting and dividend rights shall
immediately be restored. (30days) 53. If a foreign corporation does business in
the Philippines with the required license, it can
45. Membership in and all rights arising sue before Philippine courts only on isolated
from a non-stock corporation are transferable. transaction. any
The Plan of Distribution of Assets may be
adopted by a majority vote of the board of 54. An individual residing in the Philippines
trustees and approval of majority of the regardless of solvency. insolvency
members having voting rights present or
represented by proxy at the meeting during 55. If a foreign corporation is not doing
which said plan is adopted. (2/3) business in the Philippines, it still needs a license
to sue before Philippine courts on an isolated
46. Unless otherwise provided in the articles transaction or on a cause of action entirely
of incorporation or the by-laws, a member may independent of any business transaction.
not vote by proxy. May vote no need a license

47. The pre-emptive right of stockholders 56. A foreign corporation licensed to

in close corporations shall extend to all stock to transact business in the Philippines may not be
be issued, excluding reissuance of treasury allowed to withdraw from the Philippines.
shares. including May be allowed to withdraw

48. Trustees elected thereafter in 57. A foreign corporation authorized to

educational corporation to fill vacancies caused transact business in the Philippines need not
by expiration of term shall hold office for 3 years. obtain an amended license in the event it
5 years changes its corporate name, or desires to pursue
in the Philippines other or additional purposes.
49. The single stockholder may be Need to obtain an amended license.
appointed as the corporate secretary.
May not be

50. The petition shall be signed by a majority

of its board of directors or trustees and that its
dissolution was resolved upon by the affirmative
vote of the stockholders representing at least
majority of the outstanding capital stock or by at
least majority of the members. (2/3)