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NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
CONCEPTS
Partnerships
and
associations
for
private
interest
or
purpose
are
governed
by
the
provisions
of
this
Code
concerning
partnerships.
(36
I.
Definition
(Section
2;
Articles
44(3),
45,
46,
and
1775,
Civil
Code)
and
37a)
Article
46.
Section
2.
Corporation
defined.
Juridical
persons
may
acquire
and
possess
property
of
all
kinds,
as
well
A
corporation
is
an
artificial
being
created
by
operation
of
law,
having
as
incur
obligations
and
bring
civil
or
criminal
actions,
in
conformity
the
right
of
succession
and
the
powers,
attributes
and
properties
with
the
laws
and
regulations
of
their
organization.
(38a)
expressly
authorized
by
law
or
incident
to
its
existence.
(2)
Article
1775.
CIVIL
CODE
Associations
and
societies,
whose
articles
are
kept
secret
among
the
Article
44.
The
following
are
juridical
persons:
members,
and
wherein
any
one
of
the
members
may
contract
in
his
1.
The
State
and
its
political
subdivisions;
own
name
with
third
persons,
shall
have
no
juridical
personality,
and
shall
be
governed
by
the
provisions
relating
to
co-‐ownership.
(1669)
2.
Other
corporations,
institutions
and
entities
for
public
interest
or
purpose,
created
by
law;
their
personality
begins
as
soon
as
they
have
• Juridical
persons
are
those
who
have
an
identity
granted
to
it
by
been
constituted
according
to
law;
law
with
powers
granted
and
subject
to
the
law.
o As
such,
they
can
own
property
and
conduct
business
as
3.
Corporations,
partnerships
and
associations
for
private
interest
or
well
as
sue
and
be
sued.
purpose
to
which
the
law
grants
a
juridical
personality,
separate
and
o Juridical
capacity
à
the
capacity/ability
to
enter
into
distinct
from
that
of
each
shareholder,
partner
or
member.
(35a)
legal
relations
and
be
bound
by
them.
Article
45.
• A
corporation
is
an:
Juridical
persons
mentioned
in
Nos.
1
and
2
of
the
preceding
article
are
o Artificial
being
à
essentially
means
that
it
has
a
governed
by
the
laws
creating
or
recognizing
them.
fictional
existence.
o Created
by
operation
of
law
à
absence
of
the
law
Private
corporations
are
regulated
by
laws
of
general
application
on
would
mean
that
a
corporation
cannot
exist.
the
subject.
o Invested
by
law
upon
coming
into
existence
with
a
personality
separate
and
distinct
from
the
persons
composing
it,
and
from
any
other
legal
entity
to
which
it
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
may
be
related.
PNB
v.
Andrada
Electric
&
Engineering
strong
legal
personality
of
the
corporation
is
an
Co.,
381
SCRA
244
(2002).1
attribute
that
has
made
it
most
attractive
to
businessmen
when
compared
to
other
media.4
II.
FOUR
(4)
CORPORATE
ATTRIBUTES
BASED
ON
SECTION
2:
(d) Creature
of
Limited
Powers:
“It
has
only
such
powers,
(a) An
Artificial
Being:
“It
has
juridical
capacity
to
contract
and
attributes
and
properties
as
are
expressly
authorized
by
law
or
enter
into
legal
relationships.”
incident
to
its
existence.”
It
is
a
basic
postulate
that
before
a
corporation
may
o o As
opposed
to
a
natural
person,
who
has
the
ability
to
acquire
juridical
personality,
the
State
must
give
its
exercise
any
power
and
enter
into
any
business
activity
consent
either
in
the
form
of
a
special
aw
or
a
general
and
the
only
limitation
would
be
that
an
individual
has
enabling
act.2
no
right
to
enter
into
an
act
or
transaction
that
is
(b) Creature
of
the
Law:
“It
is
created
by
operation
of
law
and
not
contrary
to
law,
morals
and
public
policy.5
by
mere
agreement.”
• A
corporation
has
no
powers
except
for
those
which
are:
o There
must
first
be
an
underlying
contract
among
the
o Expressly
conferred
on
it
by
the
Corporation
Code
individuals
forming
the
corporation
upon
which
the
o Found
in
its
charter,
and
state
grant
may
be
conferred.
Therefore,
you
have
an
o Those
that
are
implied
by
or
are
incidental
to
its
inter-‐play
of
State
grant
and
contractual
relations
existence.
between
the
parties.
Which
principle
has
precedence
in
• It
exercises
its
powers
through
its
Board
of
Directors
and/or
its
resolving
conflict
would
depend
upon
the
public
duly
authorized
officers
and
agents.
Pascual
and
Santos,
Inc.
v.
interest
or
issue
to
be
resolved.3
The
Members
of
the
Tramo
Wakas
Neighborhood
Assn.
Inc.,
(c) Strong
Juridical
Personality:
“It
has
a
right
of
succession.”
442
SCRA
438
(2004).6
o The
corporation
has
the
capacity
for
continuous
existence
despite
the
death
or
replacement
of
its
shareholders
or
members,
for
it
has
a
personality
separate
and
distinct
from
those
who
compose
it.
The
4
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
1 5
Construction
&
Dev.
Corp.
of
the
Phils.
v.
Cuenca,
466
SCRA
714
(2005);
EDSA
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
Shangri-‐La
Hotel
and
Resorts,
Inc.
v.
BF
Corp.,
556
SCRA
25
(2008).
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
2 6
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
De
Liano
v.
Court
of
Appeals,
370
SCRA
349
(2001);
Monfort
Hermanos
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
Agricultural
Dev.
Corp.
v.
Monfort
III,
434
SCRA
27
(2004);
United
Paragon
3
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
Mining
Corp.
v.
Court
of
Appeals,
497
SCRA
638
(2006);
Cebu
Bionic
Builders
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
Supply,
Inc.
v.
DBP,
635
SCRA
13
(2010).
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
of
them
was
entitled
to
the
possession
of
the
stock
certificates.
creature
without
any
existence
until
it
has
received
the
imprimatur
of
the
State
acting
according
to
law.
It
is
logically
inconceivable
therefore
The
Court
of
First
Instance
of
Manila
ordered
CTC
to
produce
and
that
it
will
have
rights
and
privileges
of
a
higher
priority
than
that
of
its
deposit
the
certificates
with
Tayag,
but
the
former
refused.
Tayag
was
creator.
More
than
that,
it
cannot
legitimately
refuse
to
yield
obedience
able
to
have
a
court
order
issued
declaring
the
certificates
lost
and
new
to
acts
of
its
state
organs,
specifically
the
judiciary.
It
is
not
immune
ones
should
be
issued
by
Benguet
Consolidated
Inc.
However,
the
latter
from
judicial
control.
refused
because
as
far
as
it
was
concerned,
the
certificates
were
not
lost
being
in
the
possession
of
CTC.
• Theory
of
Concession
à
Since
a
corporation
is
created
by
law,
then
its
existence
and
actions
concedes
to
the
law.
Issue:
Whether
or
not
the
lower
court
erred
in
declaring
the
certificates
o The
theory
of
concession,
therefore,
looks
at
a
as
lost.
corporation
simply
as
a
creature
of
the
State
and
of
limited
powers
and
capabilities,
completely
within
the
Held:
NO.
Since
there
was
a
refusal
by
the
domiciliary
administrator
in
control
of
the
State.1
New
York
to
deliver
the
shares
of
stocks
of
Benguet
to
the
ancillary
• To
organize
a
corporation
that
could
claim
a
juridical
personality
administrator
in
the
Philippines,
there
was
nothing
unreasonable
or
of
its
own
and
transact
business
as
such,
is
not
a
matter
of
arbitrary
in
considering
them
as
lost
and
requiring
the
appellant
to
issue
absolute
right,
but
a
privilege
which
may
be
enjoyed
only
under
new
certificates
in
lieu
thereof.
Moreover,
the
view
adopted
by
Benguet
such
terms
as
the
State
may
deem
necessary
to
impose.
cf.
Ang
Consolidated
that
it
cannot
issue
new
certificates
because
doing
so
Pue
&
Co.
v.
Section
of
Commerce
and
Industry,
5
SCRA
645
under
the
circumstances
would
be
a
violation
of
its
by-‐laws
is
fraught
(1962).
with
implications
at
war
with
the
basic
postulates
of
corporate
theory.
A
• “It
is
a
basic
postulate
that
before
a
corporation
may
acquire
corporation
is
an
artificial
being
created
by
operation
of
law.
To
assert
juridical
personality,
the
State
must
give
its
consent
either
in
the
that
it
can
choose
which
court
order
to
follow
and
which
to
disregard
is
form
of
a
special
law
or
a
general
enabling
act,”
and
the
to
confer
upon
it
not
autonomy
which
may
be
conceded
but
license
procedure
and
conditions
provided
under
the
law
for
the
which
cannot
be
tolerated.
It
is
to
argue
that
it
may,
when
so
minded,
acquisition
of
such
juridical
personality
must
be
complied
with.
overrule
the
state,
the
source
of
its
very
existence;
it
is
to
contend
that
Although
the
statutory
grant
to
an
association
of
the
powers
to
what
any
of
its
governmental
organs
may
lawfully
require
could
be
purchase,
sell,
lease
and
encumber
property
can
only
be
ignored
at
will.
So
extravagant
a
claim
cannot
possibly
merit
approval.
construed
the
grant
of
a
juridical
personality
to
such
an
1
Doctrine:
A
corporation
as
known
to
Philippine
jurisprudence
is
a
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
association…nevertheless,
the
failure
to
comply
with
the
enterprise,
which
by
these
very
qualities
and
operations
statutory
procedure
and
conditions
does
not
warrant
a
finding
acquires
an
entity
of
its
own,
recognized
by
law.2
that
such
association
acquired
a
juridical
personality,
even
when
• The
theory
draws
its
vitality
from
the
fact
that
it
is
not
legal
it
adopts
constitution
and
by-‐laws.
Int’l
Express
Travel
&
Tour
fiction
alone
that
creates
a
corporate
entity.
Any
State
grant
Services,
Inc.
v.
CA,
343
SCRA
674
(2000).
must
presuppose
the
existence
of
consent
or
common
venture
• All
corporations,
big
or
small,
must
abide
by
the
provisions
of
among
those
who
will
form
the
corporation.
the
Corporation
Code;
even
a
simple
family
corporation
cannot
o Although
it
is
within
the
power
of
the
State
to
give
such
claim
an
exemption
nor
can
it
have
rules
and
practices
other
grant
or
to
deny
it,
the
corporate
fiction
cannot
be
than
those
established
by
law.
Torres
v.
Court
of
Appeals,
278
created
unless
there
is
an
enterprise
or
group
upon
SCRA
793
(1997).
whom
it
would
be
conferred.
o But
once
granted,
and
the
entity
acquires
juridical
B.
Theory
of
Enterprise
Entity:
BERLE,
47
COLUMBIA
LAW
REV.
343
personality,
it
does
not
mean
that
the
group,
as
(1947)
distinguished
from
the
juridical
entity,
becomes
a
• Theory
of
Enterprise
Entity
à
The
enterprise
theory
hinges
creature
of
the
State,
but
actually
becomes
a
creature
itself
on
the
fact
that
there
can
be
no
corporate
existence
of
its
own
volition
and
maintains
either
singly
or
without
persons
to
compose
it;
there
can
be
no
association
collectively
their
inherent
rights
under
the
law,
which
without
associates.1
may
tend
to
project
to
their
business
dealings
done
o The
entity
commonly
known
as
"corporate
entity"
takes
through
the
corporation.
its
being
from
the
reality
of
the
underlying
enterprise,
• A
corporation
is
a
creation
of
law
and
a
creation
of
a
set
of
formed
or
in
formation;
that
the
state's
approval
of
the
relationships
between
individuals.
corporate
form
sets
up
a
prima
facie
case
that
the
o It
takes
5
people
to
form
a
corporation
and
it
is
formed
assets,
liabilities
and
operations
of
the
corporation
are
by
the
agreement
of
the
individuals
to
establish
the
those
of
the
enterprise.
But
that
where
the
corporate
corporation.
entity
is
defective,
or
otherwise
challenged,
its
o Even
as
a
corporation
has
an
identity
separate
from
the
existence,
extent
and
consequences
may
be
determined
individuals,
you
cannot
do
away
completely
with
the
by
the
actual
existence
and
operations
of
the
underlying
notion
that
there
are
individuals
behind
the
corporation.
1 2
Arnold
v.
Willets
&
Patterson,
Ltd.
45
Phil.
634
(1923).
Berle,
The
Theory
of
Enterprise,
47
COL.
L.
REV.
No.
3
(April,
1947).
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
o As
such,
in
cases
where
there
is
defect
in
the
corporate
corporate
assets
and
properties.
Stockholders
of
F.
Guanzon
identity,
your
recourse
is
to
the
individuals.
This
is
why
and
Sons,
Inc.
v.
Register
of
Deeds
of
Manila,
6
SCRA
373
the
Supreme
Court
has
ruled
that
the
corporation
is
(1962).
entitled
to
rights
–
because
individuals
form
the
• Execution
pending
appeal
may
be
allowed
when
“the
prevailing
corporation
and
these
individuals
have
rights.
party
is
already
of
advanced
age
and
in
danger
of
extinction,”
• A
corporation
is
but
an
association
of
individuals,
allowed
to
but
not
in
this
case
where
the
winning
party
is
a
corporation.
transact
under
an
assumed
corporate
name,
and
with
a
distinct
“[A]
juridical
entity’s
existence
cannot
be
likened
to
a
natural
legal
personality.
In
organizing
itself
as
a
collective
body,
it
person—its
precarious
financial
condition
is
not
by
itself
a
waives
no
constitutional
immunities
and
perquisites
appropriate
compelling
circumstance
warranting
immediate
execution
and
to
such
a
body.
PSE
v.
Court
of
Appeals,
281
SCRA
232
(1997).
does
not
outweigh
the
long
standing
general
policy
of
enforcing
• Corporations
are
composed
of
natural
persons
and
their
only
final
and
executory
judgment.”
Manacop
v.
Equitable
separate
corporate
personality
is
not
a
shield
for
the
PCIBank,
468
SCRA
256
(2005).
commission
of
injustice
and
inequity,
such
as
to
avoid
the
• As
distinguished
from
a
partnership,
it
has
a
strong
legal
execution
of
the
property
of
a
sister
company.
Tan
Boon
Bee
&
personality
having
a
separate
and
distinct
personality
from
the
Co.
v.
Jarencio,
163
SCRA
205
(1988).
members
composing
it,
unaffected
by
the
death,
resignation,
insolvency
of
any
of
its
stockholders
or
members.
Its
credit-‐
VI.
ADVANTAGES
AND
DISADVANTAGES
OF
CORPORATE
FORM:
worthiness
and
the
certainty
of
long-‐term
contractual
dealings
with
a
stable
person,
are
strengthened
by
such
continuity
of
A.
Four
Advantageous
Characteristics
of
Corporate
Medium:
existence.1
1. STRONG
AND
SOLEMN
JURIDICAL
PERSONALITY
(Section
2)
o A
corporation
can
survive
the
death
of
its
stockholders
• “A
corporation
is
an
entity
separate
and
distinct
from
its
or
members
(i.e.
right
of
succession).
In
contrast
to
a
stockholders.
While
not
in
fact
and
in
reality
a
person,
the
law
partnership
where
the
death
of
a
partner
dissolves
the
treats
the
corporation
as
though
it
were
a
person
by
process
of
partnership.
fiction
or
by
regarding
it
as
an
artificial
person
distinct
and
• The
shareholders
cannot
be
held
liable
as
an
individual
for
the
separate
from
its
individual
stockholders.”
Remo,
Jr.
v.
IAC,
172
liabilities
of
the
corporation
(see
LIMITED
LIABILITY
TO
SCRA
405
(1989).
INVESTORS
AND
OFFICERS).
• The
transfer
of
the
corporate
assets
to
the
stockholders
is
not
in
o The
function
of
the
corporation
is
to
absorb
the
risk.
the
nature
of
a
partition
among
co-‐owners
but
is
a
conveyance
1
from
one
party
to
another.
Stockholders
are
not
co-‐owners
of
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)