LAW ON BUSINESS ORGANIZATIONS

Course Title
Credit Units
Course Description
Course Intended
Learning Outcomes

Law on Business Organizations

Course Code
3
Course Pre-requisites
Law on Obligations and Contracts
This is an introductory course to the basic provisions of the Corporation Code, Law on Partnership, and other relevant laws of other forms of
associations. The students are exposed to the various business processes and functional areas.
By the end of the course, students are expected to have a good understanding of the legal personality of corporations, their formation, and their
basic difference from single proprietorship, partnerships and other forms of association.

Midterm Period
Week

Content Standards
1. Law on Partnership
Nature and as distinguished from
corporation
Elements and kinds
Formalities required
Rules of management
Distribution of profits and losses
Sharing of losses and liabilities
Modes of dissolution
Limited partnership

Law on Business Organizations

UNIT 1:
Essential Learning
Declarative
Functional
Knowledge
Knowledge
Principles
Partnership
Liabilities

Intended Learning
Outcomes (ILO)

of Write an article of Understand

and Partnership
personality
partnership

the

Suggested
Teaching/Learning
Activities (TLAs)
legal Lecture-discussion
of

Assessment
Tasks (ATs)
Quiz

2. Corporation, defined under Sec. 2 of

Corporation Code and Art. XII,
Section 16, 1987 Philippine
Constitution
Nature and Classes of Corporations
Stock and non-stock corporations
Corporations created by Special
Laws or Charter
Sole and Aggregate
Domestic and Foreign Corporation
Close and Open Corporation
Private and Public Corporation
Condominum Corporation
2.2 Powers of a Corporation
Express
Implied
Incidental
2.3 Domicile and Nationality of a
Corporation
3. Incorporation and organization of Private
Corporation
3.1. Number and Qualifications of
Corporation
3.2. Corporate Term
3.3. Minimum Capital Stock Required of
Stock Corporations
3.4. Amount of Capital Stock to be
subscribed & paid for incorporation
3.5. Contents of Articles of Incorporation
3.6. Amendment of Articles of Articles of
Incorporation
3.7. Commencement of Corporate
Existence
3.8. Corporation by Estoppel and by
Prescription
3.9. De jure and de facto corporation

Law on Business Organizations

Nature
of
Corporation,
its
juridical personality,
and classes
of
corporations.

Knowledge
of
Powers
of
Corporation

the Lecture-discussion
the

Quiz

Elements of Articles Write an article

of
Incorporation of incorporation
and
other
documents
required

Understand
the Lecture-discussion
importance of Articles of
Incorporation and other
requirements to form a
corporation

Quiz

4. Board of Directors/Trustees/Corporate
Officers, By-laws and meetings
4.1 BOD
Qualifications
Election, Disqualification and
removal
Powers and fiduciary duties
Contractual capacity of directors
Self-dealing by directors
Shareholder remedies
4.2 Corporate officers
4.3 By-laws
Adoption of By-laws
Contents of By-laws
Amendment to By-laws
4.4. Meetings

Nature
and
Functions of the
Board of Directors

the Lecture-discussion
the

Quiz

5. Stocks and Stockholders

5.1 Classes of Stocks
Concepts
Subscriptions
5.2 Powers, duties, rights and obligations of
stockholders
5.3 Majority and minority control

Knowledge about Recognize

a Appreciate the powers Lecture-discussion
stockholders rights stock certificate
of stockholders and
and
obligations;
attendant obligations.
Financing
of
corporations

Quiz

Nature of Business
combination

Quiz

6 . Corporate reorganization
6.1 Mergers
6.2 Consolidation
6.3 Other business combinations
MIDTERM EXAMINATION
Final Period
Week

Appreciate
responsibilities of
Board of Directors

Appreciate
how Lecture-discussion
corporations merge or
consolidate with other
corporations

UNIT 2:
Content Standards

Law on Business Organizations

Essential Learning
Declarative
Functional
Knowledge
Knowledge

Intended Learning
Outcomes (ILO)

Suggested
Teaching/Learning
Activities (TLAs)

Assessment
Tasks (ATs)
3

7. Non-stock Corporation; Close

Corporations; Special Corporations

Special Classes of
Corporations

8. Modes of dissolution and liquidation

(Insolvency; Rehabilitation)

Remedies of ailing
corporations

9. Foreign corporations
9.1 License to do business (purpose of
the license, requirements for application/
issuance of license, and consequence of
doing business without a license)
9.2 Definition and rights of foreign
corporations
9.3 Definition of doing business and its
relation to foreign investments
9.4 Resident agent (purpose, qualifications)
9.5 Suits against foreign corporations
9.6 Suspension/revocation of license
9.7 Withdrawal from business
9.8 Kinds and availability of corporate books
10. Securities Regulation Code
10.1 Kinds of Securities
10.2 Protection of Investors, private tender
offer and insider trading
10.3 SEC Circulars and Issuances
Code of Corporate Governance
Filing of General Information Sheet
Filing of Annual Audited Financial
Statements
11. Cooperatives
11.1 Organization and Registration of
Cooperatives
11.2 Administration
11.3 Responsibilities, Rights and Privileges
of Cooperatives
11.4 Capital, Property of Funds
Audit, Inquiry and Members Right to

10

11

Law on Business Organizations

Appreciate how
corporations survive
using legal remedies
Appreciate the
difference between local
and foreign corporations

Lecture-discussion

Quiz

Lecture-discussion

Quiz

Lecture-discussion

Quiz

Nature of Foreign
Corporations

Lecture-discussion

Recognize
Articles of
Cooperation

Appreciate other form of

associations

Lecture-discussion

Quiz

12

Examine
11.5 Allocation and Distribution of Funds
11.6 Types and Categories of Cooperatives
11.7 Merger and Consolidation of
Cooperatives
11.8 Dissolution of Cooperatives
Miscellaneous Provisions of the Corporation
Code, Law on Partnership, Cooperative
Code of the Philippines and other relevant
laws

Synthesis

Lecture-discussion

Quiz

FINAL EXAMINATION
Basic Readings

1.) Law on Partnership and Private Corporations, Hector De Leon

2.)
3.)
4.)
5.)
6.)

Fundamentals of Corporation Law, Judge Eugene Paras and Atty. Manuel Gatcho
The Corporation Code of the Philippines, BP 68
Securities Regulation Code, Republic Act No. 8799
Law on Partnership, Articles 1767- 1867 Civil Code of the Philippines
Cooperative Code of the Philippines, Republic Act No. 6938 and 9520

Course Assessment

Course Policies

Consultation
Schedule

GRADING SYSTEM:

MIDTERM GRADE
Class Standing
Quizzes
Midterm Exam

10%
30%
60%
-------100%

FINAL GRADE
Midterm Grade
Class Standing
Quizzes
Final Exam

40%
10%
20%
30%
-------100%

English Language will be used as the medium of instruction and communication either written or oral.
Attendance: A student is considered absent if he comes beyond the grace period- 15 minutes.
Two is the maximum number of absences.
Quizzes, recitation, individual presentation..
Faculty Member
: Atty. Danilo R. Rico II
Email-address
: mbc.danrico@gmail.com
Consultation Day/s : Saturday
Time and Venue
: 4 6pm

Course Title

AY 2016-2017

Prepared by

Law on Business Organizations

October 8, 2016

Atty. Danilo R. Rico II

Law on Business Organizations

Reviewed by

Approved by: