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COMPONENTS OF CORPORATIONS Provided, further, That there shall always be a class or series of

shares which have complete voting rights.


Sec. 5. Corporators and incorporators, stockholders and
members. Any or all of the shares or series of shares
may have a par value or have no par value as may be provided for
Corporators in the AOI:
- are those who compose a corporation,
whether as stockholders or as members. Provided, however, That
- banks, trust companies, insurance companies,
Incorporators
- are those stockholders or members mentioned in the - public utilities, and building and loan associations
AOI as originally forming and composing
the corporation and who are signatories thereof. o shall not be permitted to issue no-par value
shares of stock.
Corporators in a stock corporation are called stockholders or
shareholders. Preferred shares of stock issued by any corporation
may be given preference in the distribution of:
Corporators in a non-stock corporation are called members.
- the assets of the corp in case of liquidation

NATURE & CLASSES OF SHARES - and in the distribution of dividends,

Sec. 6. Classification of shares. - or such other preferences as may be stated in the AOI

The shares of stock of stock corporations may be divided into - which are not violative of the provisions of this Code:
- classes or series of shares, or both,
Provided, That preferred shares of stock may be issued
- any of which classes or series of shares may have such only with a stated par value.
rights, privileges or restrictions as may be stated in the
AOI: The board of directors, where authorized in the AOI,
may fix the terms and conditions of preferred shares of
Provided, That no share may be deprived of voting rights stock or any series thereof:
except those classified and issued
as "preferred" or "redeemable" shares, Provided, that such terms and conditions shall be effective
upon the filing of a certificate thereof with the SEC.
unless otherwise provided in this Code:
Shares of capital stock issued without par value of corporate funds in another corporation or
- shall be deemed fully paid and non-assessable business in accordance with this Code; and 8.
Dissolution of the corporation.
- and the holder of such shares shall not be liable to the
Except as provided in the immediately preceding paragraph, the
corporation or to its creditors in respect thereto:
vote necessary to approve a particular corporate act as provided
in this Code shall be deemed to refer only to stocks with voting
Provided; That shares without par value may not be
rights.
issued for a consideration less than the value of P5.00
Sec. 7. Founders' shares. - Founders' shares classified as such
pesos per share:
in the articles of incorporation may be given certain rights and
privileges not enjoyed by the owners of other stocks, provided that
Provided, further, That the entire consideration
where the exclusive right to vote and be voted for in the election of
received by the corporation for its no-par value shares
directors is granted, it must be for a limited period not to exceed
five (5) years subject to the approval of the Securities and
shall be treated as capital
Exchange Commission. The five-year period shall commence from
and shall not be available
the date of the aforesaid approval by the Securities and Exchange
for distribution as dividends.
Commission.
Sec. 8. Redeemable shares. - Redeemable shares may be issued
A corporation may, furthermore, classify its shares for the purpose
by the corporation when expressly so provided in the articles of
of insuring compliance with constitutional or legal requirements.
incorporation. They may be purchased or taken up by the
corporation upon the expiration of a fixed period, regardless of the
Except as otherwise provided in the AOI and stated in the
existence of unrestricted retained earnings in the books of the
certificate of stock, each share shall be equal in all respects to
corporation, and upon such other terms and conditions as may be
every other share.
stated in the articles of incorporation, which terms and conditions
must also be stated in the certificate of stock representing said
Where the articles of incorporation provide for non-voting shares in
shares.
the cases allowed by this Code, the holders of such shares shall
Sec. 9. Treasury shares. - Treasury shares are shares of stock
nevertheless be entitled to vote on the following matters:
which have been issued and fully paid for, but subsequently
1. Amendment of the articles of
reacquired by the issuing corporation by purchase, redemption,
incorporation; 2. Adoption and amendment of by-
donation or through some other lawful means. Such shares may
laws; 3. Sale, lease, exchange, mortgage, again be disposed of for a reasonable price fixed by the board of
pledge or other disposition of all or substantially all directors.
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

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