REVISED
CORPORATION CODE
NON-STOCK
CORPORATIONS
A nonstock corporation is one where no part of its income is
distributable as dividends to its members, trustees, or officers:
Provided, That any profit which a nonstock corporation may obtain
incidental to its operations shall, whenever necessary or proper,
be used for the furtherance of the purpose or purposes for which
the corporation was organized, subject to the provisions of the Revised
Corporation Code
PURPOSE OF NON-STOCK
Nonstock corporations may be formed or organized for:
1. Religious
2. Educational
CORPORATIONS
3. Professional
4. Cultural
5. Fraternal
6. Literary
7. Scientific
8. Social
9. Civic service; or
10. Similar purposes, like trade, industry, agricultural and like chambers, or
any combination thereof
MEMBERSHIP AND VOTING
CUMULATIVE VOTING: GENERAL RULE: Cumulative voting is not
allowed, accordingly, even if the members may cast as many votes are
RIGHTS
there are trustees to be elected, he may not cast more than one vote
for one candidate, UNLESS allowed in the AOI or the by laws
CLASSIFICATION: The by-laws or the AOI may provide for classification as
to members with voting or non-voting rights, since it is provided that “the
right of the members of any class or classes to vote may be limited,
broadened or denied”.
PROXY VOTING: Generally, allowed unless disallowed by the AOI or the
by-laws.
VOTING THROUGH REMOTE COMMUNICATION OR IN ABSENTIA: may
also be allowed by the AOI or by-laws. Contrary to a stock corporation, a
MEMBERSHIP AND VOTING
NON-TRANSFERABILITY OF MEMBERSHIP - Membership in a nonstock
corporation and all rights arising therefrom are personal and non-
RIGHTS
transferable, unless the articles of incorporation or the bylaws otherwise
provide.
Non-stock corporations have the right to adopt rules prescribing
the mode and manner in which membership thereat can be
obtained or maintained. This includes the right to limit
membership. In other words, membership in non-stock corporations may
be acquired by complying with the provisions of its rules prescribed in the
by-laws.
TERMINATION OF MEMBERSHIP: Membership may be terminated in
the manner and for causes provided in the AOI or bylaw and when
a member is so terminated it shall extinguish all his rights in the
ONE PERSON CORPORATION
CAPITAL REQUIREMENT – NOT required to have minimum authorized
capital stock except as otherwise provided by special law.
ARTICLES OF INCORPORATION - shall file articles of incorporation in
accordance with the requirements under Section 14 of this Code.
BY LAWS – NOT REQUIRED to submit and file corporate by-laws
CORPORATE NAME - Shall indicate the letters “OPC” either below or at
the end of its corporate name
ONE PERSON CORPORATION
DIRECTORS/OFFICERS – The single stockholder shall be the sole
director and president of the One Person Corporation.
Within fifteen (15) days from the issuance of its certificate of incorporation,
the One Person Corporation shall appoint a treasurer, corporate secretary,
and other officers as it may deem necessary, and notify the Commission
thereof within five (5) days from appointment.
A single stockholder may not be appointed as the corporate
secretary
ONE PERSON CORPORATION
LIABILITY – The Rule on Limited Liability applies provided that the
single stockholder proves that the corporation was adequately financed.
Otherwise, the stockholder shall be jointly and severally liable for
the debts and other liabilities of the One Person Corporation
CONVERSION FROM ORDINARY CORPORATION TO OPC – Done by
applying for conversion into a One Person Corporation.
The One Person Corporation converted from an ordinary stock corporation
shall succeed the latter and be legally responsible for all the latter’s
outstanding liabilities as of the date of conversion
ONE PERSON CORPORATION
CONVERSION FROM OPC TO ORDINARY CORPORATION– Done after
due notice to the Commission of such fact and of the circumstances
leading to the conversion, and after compliance with all other
requirements for stock corporations under this Code and applicable
rules.
Such notice shall be filed with the Commission within sixty (60) days from
the occurrence of the circumstances leading to the conversion into an
ordinary stock corporation
The ordinary stock corporation converted from a One Person
Corporation shall succeed the latter and be legally responsible for
all the latter’s outstanding liabilities as of the date of conversion
CORPORATION SOLE
Consists of one person only and his successor in some particular station,
who are incorporated by law in order to give them some legal capacities
and advantages, particularly that of perpetuity, which in their natural
persons they could not have had.
PURPOSE: For administering and managing, as trustee, the affairs,
property, and temporalities of any religious denomination, sect or
church.
WHO MAY FORM: may be formed by the chief archbishop, bishop,
priest, minister, rabbi, or other presiding elder of such religious
denomination, sect, or church
DISSOLUTION OF CORPORTAION
2 METHODS OF DISSOLUTION:
1. VOLUNTARY
2. INVOLUNTARY
DISSOLUTION OF CORPORTAION
2 METHODS OF DISSOLUTION:
1. VOLUNTARY
2. INVOLUNTARY
MODES OF VOLUNTARY
1. Voluntary Dissolution where no creditors are affected (Sec. 118);
DISSOUTION
2. Voluntary Dissolution where creditors are affected (Sec. 119);
3. Shortening of corporate term (Sec. 120).
SHORTENING OF CORPORATE
A voluntary dissolution may be effected by amending the articles of
TERM
incorporation to shorten the corporate term pursuant to the provisions of
this Code.
Amendment is considered as special amendment.
Upon the expiration of the shortened term, as stated in the approved
amended articles of incorporation, the corporation shall be deemed
dissolved without any further proceedings
INVOLUNTARY DISSOLUTION
GROUNDS FOR INVOLUNTARY DISSOLUTION:
1. Non-use of corporate charter as provided under Section 21 of this Code;
2. Continuous inoperation of a corporation as provided under Section 21 of
this Code;
3. Upon receipt of a lawful court order dissolving the corporation;
4. Upon finding by final judgment that the corporation procured its
incorporation through fraud;
INVOLUNTARY DISSOLUTION
GROUNDS FOR INVOLUNTARY DISSOLUTION:
5. Upon finding by final judgment that the corporation:
a. Was created for the purpose of committing, concealing or aiding the
commission of securities violations, smuggling, tax evasion, money
laundering, or graft and corrupt practices;
b. Committed or aided in the commission of securities violations,
smuggling, tax evasion, money laundering, or graft and corrupt
practices, and its stockholders knew; and
c. Repeatedly and knowingly tolerated the commission of graft and corrupt
practices or other fraudulent or illegal acts by its directors, trustees,
INVOLUNTARY DISSOLUTION
EFFECT OF DISSOLUTION BASED ON SEC. 138(E):
The Corporation’s assets after payment of its liabilities, shall, upon petition
of the Commission with the appropriate court, be forfeited in favor of the
national government.
SPECIAL TOPIC
Only preferred and redeemable shares may be denied the right to vote.
But, even if denied such right, they may still vote on the following
matters:
1. Amendment of the articles of incorporation;
2. Adoption and amendment of by-laws;
3. Sale, lease, exchange, mortgage, pledge or other disposition of all or
substantially all of the corporate property;
4. Incurring, creating or increasing bonded indebtedness;
5. Increase or decrease of capital stock;
6. Merger or consolidation of the corporation with another corporation or
other corporations;
7. Investment of corporate funds in another corporation or business in
accordance with this Code; and
8. Dissolution of the corporation
Thank
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