[Definition] A corporation is an artifical being created by operation of law,

having the right of succession and the powers, attributes and propoerties expressly
authorized by law or incident to its existence. [Attributes] (1) It is an artifical
being (2) It is created by operation of law (3) It has the right of succession (4)
It has only the powers, attributes, and properties expressly authorized by law or
incident to its existence [Advantages] (1) Separate juridical personality, Limited
liability to investors, Free transferability of units of ownership, Centralized
Management [Disadvantages] (1)High capital requirement; (2)Takes time to organized;
(3)complexity of organization; and (4)Shareholders control is limited.
[Classification] (A1) Stock Corp (A2) Non-stock Corp (B1)Corp aggregate, corp sole
(B2) Ecclesiastical corp, Lay corp (B3) Eleemosynary corp, Civil corp (B4) Domestic
corp, Foreign corp (B5) De jure corp, De factor corp (B6) Close corp, Open corp
(B7) Parent or holding corp, Subsidiary corp (B8) True corp, Quasi-
corp(prescription, estoppel) (B9) Public, Private [Components] Corporators,
Incorporators, Stockholders, Members (etc) Promoters, Subscribers, Underwriter
[Stockholder powers] Appraisal Rights, Pre-emtive rights, Proportional
participation in distribution of assets/ liquidation, Transfer of stock, Right to
speak the books and records, Rights for financial statement, Right for the issuance
of the certificate of stock. [Ultravires Act] Act beyond power. [General Powers] 1.
To sue and be sued in its corporate name; 2. Succession; 3.To adopt and use a
corporate seal; 4.To amend its AOI; 5.To adopt by-laws; 6.to issue or sell stocks
and admit members; 7.To acquire and encumber properties; 8.To enter into merger or
consolidation;9.To make reasonable donations except in political parties; 10.To
establish pensions and benefits for the employees and officers; and 11.Essential
and necessary powers to promote its purpose. [Effects of Ultra Vires] 1. Executed
contract � courts will not set aside or interfere with such contracts; 2. Executory
contracts � no enforcement even at the suit of either party (void and
unenforceable); 3.Partly executed and partly executory � principle of �no unjust
enrichment at expense of another� shall apply; and 4.Executory contracts apparently
authorized but ultra vires � the principle of estoppel shall apply. [Div. dec.
Procedure] Existence of unrestricted RE, Notice of declaration to the SH, Approval
of the SH holding 2/3 of capital stock. [PH Crops] Retail Trade Corp, Rural Banks,
Mass Media Ownership and Operation, Rice and Corn Industry