Notes on Hector de leon:

SEC36 - Powers of a corporation right/ capacity to perform all acts/things except forbidden by law & AOI

Relative powers of corpo

1. Act not prohibited by law (on prop, contract, act)
2. Only powers granted
Doctrine of limited capacity EXPRESS, IMPLIED, INCIDENTAL POWERS

Does the corporation have all power to do all acts not expressly or impliedly prohibited? NO.

3 classifications of corpo power

1. EXPRESSly granted
- Special law, Gen Incorpo Law, AOI, Gen Laws of Land on Corpo
- [PIMPS DO SCAB] and sec 37-44
2. IMPLIED/necessary to express power
- Usual course to run business (borrow $$, ordinary contract, BOE, P/n, acquire PP, land, sell, lease, mortgage, trasnder of P of C)
- Protect right as creditor (purchase prop, act as guarantor, run business tempo to collect debt)
- Embarking in diff business (may not engage in b. w/diff purpose as regular and permanent part ESP. special by laws, but may do isolated act
in connection with some express power); temporarily conduct an outside business to collect debt out of profit
- Acts in part/wholly to protect or aid employees (home, amusement, hospi)
- Acts to increase business(contest, sponsor radio, tv prog, fairs, gatherings)
3. INCIDENTAL to existence (necessary to existence)
- Succesion, To contract, To make by-laws, To have corpo name
Sue and be sued
- de facto may sue or be sued
- dissolved after 3yr winding up period cant be sued,
- corpo not duly registered cant sue
- foreign corpo w/o SEC license cant sue
- blemished reputation MAY BE A GROUND for MORAL DAMAGES
Adopt and use a corpo seal(authentication/replace signature)
- Merely directory, not mandatory, may exist even without seal, can be altered by pleasure
Acquire and convey property necessary to business (assets), corpo in POPULOUS CENTER may acquire lot and construct an
edifice w/facilities in excess of its own immediate req
- Limitation: private corpo may NOT HOLD ALIENABLE(transferrable) LANDS of the public domain EXCEPT by LEASE for 0-25 yrs,
RENEWABLE for 0-25 yrs yrs and not exceeding 1000 hectares in area
- Natural resources belong to state and cant be alienated to corpo. Exploration and dev and utilization shall be under full control of state.
Acquire shares and sec
- Purpose in AOI NO NEED for approval of stockholders
- Investment purpose approval of stockholders NEEDED
- Limitations: 40-42, 68, 77, 81, 105 Purchase own stock using unrestricted retained earnings
Contribute charity- gifts as scope, aid in betterment of economic and social conditions in community, dati bawal as case before na
profit only and reduction/non distribution of profit among stockholders in order to devote to other purpose
- Limitation: (1) amount is REASONABLE (no personal use for directors and officers) (2) no politics (no req of financial benefit/or from
corpo earnings)
- Aggrieved stockholders has the RIGHT TO QUESTION donation
Establish pension, retirement and other plans
- disbursement of funds - promotes purpose of formation of corporation
- build house, school, church, college educ assistance, bonus and incentive are implied power
*Ultravires outside the 3

SEC37 -
PROVIDED: DISSENTING stockholder MAY exercise APPRAISAL RIGHT under conditions
- ex. right to demand payment of FV of shares if term is extended or shortened

AMENDMENT OF ARTICLES OF INCO

1. Necessary meeting and vote - written assent is INSUFFICIENT
2. Necessary for Voluntary dissolution
3. Extension is subject to limitations Sec 11

SEC 39
Certificate in duplicate signed includes:
1. Compliance in req sec 38
2. Amount of increase/diminution of CS
3. Increase: amount of CS/# of shares of no par stock actually subscribed
Names nationalities residences of persons subscribing, amount of CS/# of no par subscribed by each subscription in cash or property, amount of CS
or # shares of no par allowted to each stockholder is increase is purpose of making effective stock dividend therefor authorized
4. Bonded indebtedness to be incurred, created, increased
5. Actual indebtedness of corpo on day of meetong
6. Amount of stock represented at meeting
7. Vote authorizing the increase/dimunition of the CS or incurring/creating or increasing of any bonded indebtedness
8.