Ktrl+ Corporation Law Notes (Business Organization II)
Academic Year 2017-2018
PART 1
CORPORATION LAW OF THE PHILIPPINES
I. INTRODUCTION
1. General
2. Kinds of Business Organization
 Sole Proprietorship
 Partnership
 Joint Venture
 Corporation
3. Historical Background
II. DEFINITION & ATTRIBUTES
 Definition – A corporation is an artificial
being (juridical person) created by
operation of law, having the right of
succession and the powers, attributes
and properties expressly authorized by
law or incident to its existence.
Corporation as an artificial being
 LBC Express vs. CA (236 SCRA 602)
- GENERAL RULE: A juridical person
like a corporation is not allowed to
recover Moral damages based on
Art. 2217 of the Civil Code because
it only covers moral damages which
include physical and mental injuries.
- A corporation has no feelings, no
emotions, and no senses; therefore, it
cannot experience physical suffering
and mental anguish.
 Filipinas Broadcasting vs. Ago Medical
Center (GR No. 141954, January 17, 2005)
- EXCEPTION: A juridical person like a
corporation is allowed to recover
Moral damages based Art. 2219(7)
of the Civil Code because it covers
moral damages on cases involving
libel, slander or any other form of
defamation.
- A corporation can validly complain for
libel or any other form of defamation
to recover moral damages because
Art. 353 of the Revised Penal Code
define libel as public and malicious
imputations tending to cause
dishonor, discredit, or contempt of a
natural or juridical person.
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Corporation having the rights of succession and
the powers, attributes and properties authorized
by law and incidental to its existence
Based on the Doctrine of Limited Capacity, a
corporation can only perform acts expressly
authorized by law and incidental to its existence.
Section 36 of the Corporation Code confers the
following powers and attributes to a corporation:
1. to sue and be sued in its corporate name;
2. of succession by its corporate name within the
term of its existence states in its articles of
incorporation and certificate of incorporation;
3. to adopt and use a corporate seal;
4. to amend its articles of incorporation in
accordance with the Corporation Code;
5. to adopt by-laws, not contrary to law, morals, or
public policy, and to amend or repeal the same in
accordance with the Corporation Code;
6. for stock corporations, to issue or sell stocks
to its subscribers in accordance with the
Corporation Code; for non-stock corporations, to
admit members;
7. to trade or deal with real and personal
properties including securities and bonds of
other corporations subject to the restrictions
prescribed by its articles of incorporation, by-
laws, certificate of stock, the law and the
Constitution;
8. to enter into merger or consolidation with
other corporations;
9. to make reasonable donations except in aid of
any political activity;
10. to establish retirement plans for the benefit of
its directors, trustees, officers and employees; and,
11. to exercise powers essential or necessary to
carry out its purpose(s) as stated in its articles of
incorporation.
Ktrl+ Corporation Law Notes (Business Organization II)
Academic Year 2017-2018
III. CLASSIFICATION OF CORPORATIONS
1. Stock vs. Non-Stock
Collector vs. Club Filipino de
Cebu (5 SCRA 312); Sec. 3 of the
Corporation Code – A stock corporation
exists when its articles of incorporation
provide that: (1) its capital stock is
divided into shares; and, (2) it is
authorized to distribute dividends or
surplus profits to the holders such shares.
All other corporations are non-stock.
Difference as to Stock Holders Meeting
A stock corporation is
authorized to hold its stockholders
meeting only within the city or
municipality where its principal office is
located; on the other hand, a non-stock
corporation can hold its stockholders
meeting anywhere in the Philippines
provided it is expressed in their by-laws
(if not expressed, the provisions governing
stock corporation applies per Sec. 87(2) of
the Corporation Code).
Note: Metro Manila is
considered as one single City or
Municipality per Sec. 51 of the
Corporation Code.
Difference as to Manner of Voting
In a stock corporation, the
manner of voting is cumulative voting.
Neither its Articles of Incorporation nor
its By-Law cannot deny from its
stockholders the right to vote
cumulatively based the number of their
respective outstanding shares. Cumulative
Voting is a matter of right given to
stockholders by virtue of Sec. 24 of the
Corporation Code; on the other hand, in a
non-stock corporation, the manner of
voting is straight voting. Its members are
entitled to cast only one vote per candidate
unless its articles of incorporation or by-
laws allow cumulative voting.
2. Created by special law
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PNOC-EDC vs. NLRC (201 SCRA
487); Sec. 4 of the Corporation Code – A
corporation created by special law (or
special charter) is governed by the law
creating it, and its employment
contracts are subject to the Civil
Service Law. On the other hand, a
corporation organized under the
General Corporation Law is governed
by the Corporation Code, and its
employment contracts are subject to the
provisions of the Labor Code.
3. Public vs. Private
National Coal Corp. vs. CIR (146
SCRA 583) – A public corporation is one
organized under a special law the
purpose of which is to further the
general good and welfare; on the other
hand, a private corporation is one
organized either under a special law or the
general corporation law the purpose of
which is for some private purpose. The
mere fact that the Government happens
to be the majority stockholder of a
corporation does not make it a public
corporation. The law must express that
a corporation is not covered by the
corporation law being a public
corporation.
4. Ecclesiastical & Lay
5. Aggregate & Sole
6. Close & Open
7. Domestic & Foreign
8. Parent/Holding, Subsidiaries & Affiliates
9. Public & Private
10. Quasi-Public
11. De jure vs. De facto – The reckoning
point in determining whether a corporation
is De Jure or De Facto is the moment of
incorporation (that is, upon the issuance
of certificate of incorporation posing the
question: has the corporation
substantially complied with the
requirements of incorporation or not?
Whichever the answer, as long as it has
2
Ktrl+ Corporation Law Notes (Business Organization II)
Academic Year 2017-2018
been incorporated in good faith (not
being a corporation by estoppel, or one
which has not intended to be duly
incorporated prior to corporate
transactions) then its corporate
personality cannot be questioned and
necessarily will not be stripped of its
corporate rights and privileges unless
the government does so, through a quo
warranto (requiring a person, natural or
juridical, to show, by what warrant, how
come they are holding or exercising their
office or franchise) proceeding initiated by
the Solicitor General when they failed to
justify thereon the validity of their
incorporation.
12. Corporations by Estoppel
IV. FORMATION & ORGANIZATION
1. Process of Incorporation
2. Contents of the Articles of Incorporation
a. Prefatory Paragraph
b. Corporate Name
 Red Line Transport vs. Rural Transit (60
Phil 549)
- A corporation cannot assume the
name of another corporation as its
trade name. There is no law that
empowers the Public Service
Commission or any court to
authorize such usage.
- The creation and continued
existence of a corporation requires
a certification of a distinctive name.
Section 11 of the Corporation Law
states that “the persons signing the
articles of incorporation and their
associates and successors shall
constitute a body politic and
corporate, under the name stated in
the certificate”. Moreover,
corporations can exercise its power of
succession only by its corporate name
(Sec. 13). This signifies that a
corporate name is essential to the
existence of a corporation as it is only
authorized (by law) to transact
business only by its name. It cannot
change its name except in the manner
provided by the Corporation Law.
- There is no law that nor may the
Public Service Commission or any
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court authorize a corporation to
expressly or impliedly assume another
name which was not appropriated to it;
more so if it was appropriated for
another corporation because the latter
is expressly set apart for it and
protected by law as well. If any
corporation could assume at its
pleasure, as an unregistered trade
name, a corporate name of another
corporation, such practice would result
in confusion, frauds and evasions, and
difficulties of administration and
supervision.
Universal Mills vs.
Universal Textile Mills (78 SCRA 62)
- Under the test of reasonable care
and observation, there is similarity
between corporate names if it arouses
any degree of confusion in the mind of
the public which could mislead even
the customers, whether existing or
prospective.
Lyceum of the
Philippines vs. CA (219 SCRA 610)
- The corporate names of private
respondent institutions are not
"identical with or deceptively or
confusingly similar" to that of the
petitioner institution since the
circumstance involved has effectively
precluded by the appending of
geographic names to the word
"Lyceum."
- Taking up the etymological backdrop
of the word "Lyceum", it has been
associated with schools and other
institutions providing public lectures
and concerts and public discussions.
Today, the word "Lyceum" generally
refers to a school or an institution of
learning. It is not unnatural to use this
word to designate an entity which is
organized and operating as an
educational institution.
- It is claimed, however, by petitioner
that the word "Lyceum" has acquired
a secondary meaning in relation to
petitioner. For the application of the
doctrine of secondary meaning,
there must be evidences to prove that
the business has continued for so long
a time that it acquired a good will of
considerable value such that its
articles and produce have acquired a
well-known reputation, and confusion
Ktrl+ Corporation Law Notes (Business Organization II) Based on the Course Outline prepared by:
Academic Year 2017-2018 Prof. Atty. Joanne L. Ranada

will result by the use of the disputed residence at a time. The fact that it
name. maintains branch offices in some parts
of the country does not mean that it
Philipps Export B.V. vs. can be sued in any of these places.
CA (206 SCRA 457) To allow an action to be instituted in
- The statutory prohibition on identical any place where a corporate entity
or similar corporate names provided has its branch offices would create
by Section 18 of the Corporation Code confusion and work untold
requires two matters which must be inconvenience to the corporation.
proven, namely:
(1) that the complainant corporation
acquired a prior right over the use of SEC Memorandum
such corporate name; and Circular No. 6, Series of
(2) the proposed name is either: 2016
(a) Identical; or Omnibus Guidelines on
(b) Deceptively or confusingly Principal Office Address;
similar Address of each
to that of any existing corporation or to Incorporator, Director,
any other name already protected by Trustee or Partner
law; or , (c) patently deceptive,
confusing or contrary to existing f. Term of Existence
law.
- Proof of actual confusion or deception SEC Memorandum
of the public need not be shown. It Circular No. 21, Series of 2014
suffices that confusion is probably or Guidelines Governing the
likely to occur. For example, proof of Computation of Corporate Term
belonging to same or identical line of
business is enough. g. Incorporators

h. Directors/Trustees

SEC Memorandum i. Capitalization

Circular No. 21, Series
of 2013 i. Shares of stock and
Omnibus Guidelines and classification
Procedures on the Use
of Corporate and ii. Purpose of the
Partnership Names classification

SEC Memorandum Note: The capital of Non-

Circular No. 8, Series of
2013
Amendment on the
Guidelines and
Procedures on the Use
of Corporate and
Partnership Names
c. Purpose Clause
e. Principal Office Address
Clavecilla Radio Systems
vs. Antillon (19 SCRA 379)
- The residence of a corporation is
the place where its principal office
is established. It follows that the suit
against a corporation may properly be
filed in the place where its principal
office is located. A corporation, like a
natural person cab only has one
Stock Corporations is called contributions.
While Stock Corporation has authorized
capital stock, Non-Stock Corporation has
total contribution. As to voting rights,
while Stock Corporation derive it by
classification of shares under the condition
that there shall always be a class of
shares which have complete voting
rights (but it is the general rule that no
share may be deprived of voting rights
except "preferred" or "redeemable" shares,
unless otherwise provided in B.P. 68), on
the other hand, Non-Stock Corporations
do not derive voting rights from
classification of shares since its capital
is not divided into shares but it do so by
broadening, limiting or denying voting
rights through its Articles of
Incorporation or By-Laws (meaning it
may allow cumulative voting through its

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Ktrl+ Corporation Law Notes (Business Organization II) Based on the Course Outline prepared by:
Academic Year 2017-2018 Prof. Atty. Joanne L. Ranada

A.O.I. or By-Laws although it is not share may

generally allowed by default of the same). be deprived
of voting
As to distribution of capital rights
and/or income to corporators, while except
Stock Corporations derive its authority to "preferred"
do so by classifying its shares or
designating its par-value and, "redeemabl
distributing its earnings by declaration of e" shares.
dividends (distribution of capital only
happens in cases of dissolution after  Founders'
payments of debts and liabilities, or when Shares
the corporation resolved to decrease its
capital stock, and in other cases which  Redeemabl
may be allowed [in the future in case of e Shares
amendment] by B.P. 68 – Do not be
mistaken that distribution of capital is the  Treasury
same as payment of fair value of shares Shares –
by virtue of exercising Appraisal Right are
since the latter does not involve reacquired
distribution of excess capital to all shares of
shareholders but involves reacquisition of stocks
shares by the corporation from the issued and
shareholder(s) exercising said right, fully paid for.
thereafter re-classifying it as Treasury To
Shares and thereafter be re-issued at its reacquire
option); on the other hand, Non-Stock means the
Corporations derive its authority distribute stockholder
capital to its members (only since its s owning
earnings are not allowed to be distributed such shares
to members) by dissolution alone subject of stock
to rules on distribution and limitations transferred
provided by its Articles of Incorporation or it back to
By-Laws determining distributive rights the
and conditions requiring its return upon corporation
dissolution (do not confuse yourself that by means of
non-stock corporation may override the purchase,
rules by a plan of distribution to distribute redemption,
the total contribution back to the members donation or
because it would be inconsistent with the other lawful
said rules of distribution provided by means.
B.P.68 and because the purpose of a Treasury
distribution plan is not to return the shares have
contributions but to determine whom shall meaningful
be the beneficiaries of its transfer by virtue connection
of the purpose(s) for which the non-stock with
corporation was organized). Appraisal
Rights. The
 Common vs. corporation
Preferred may re-
Shares issue it at
their option.
 Par vs. No- Treasury
par Shares Shares are
not required
 Voting vs. to be
Non-voting classified in
Shares – the Articles
of
Voting Incorporatio
Rights: No n.

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Ktrl+ Corporation Law Notes (Business Organization II) Based on the Course Outline prepared by:
Academic Year 2017-2018 Prof. Atty. Joanne L. Ranada

Asia Banking Corp. vs.

Standard Products (46 Phil 144)
Commissioner vs. Manning (66 International Express
SCRA 14) Travel vs. CA (343 SCRA 674)
Greorg Grotjahn vs.
iii. Capital requirements Isnani (235 SCRA 216)

Heirs of 6. Organization and Commencement of

Gamboa vs. Teves (GR No. 176579, Business
October 9, 2012)
a. Corporate organization
iv. Restrictions and
Preferences b. Commencement of Business
Transaction
Executive Order
No. 184 V. CORPORATE CHARTER AND ITS
Tenth Foreign AMENDMENTS
Investment Negative List
1. The Corporate Charter

j. No-transfer Clause a. Corporate Entity Theory

The corporation has a separate and
k. Treasurer distinct personality from its directors or
trustees and its corporate officers. Thus,
l. Undertaking to Change Name the latter group cannot be held personally
liable for acts done under the corporate
SEC Memorandum veil for and on behalf of the corporation
Circular No. 8, Series of 2012 and vice versa. Ownership of stock is not a
sufficient ground for disregarding the
m. Acknowledgment separate corporate personality.

n. Treasurer's Affidavit Neither is the corporation liable for the

personal acts of its directors, trustees and
3. Grounds for Disapproval corporate officers for acts done in their
own name except when third party
4. Commencement of Corporate transactions involve properties belonging
Existence to the corporation (in which the corporation
may cross-claim against its d/t/c.o).
Cagayan Fishing vs. Sandiko (65
Phil 233) Nor a corporation may bring an action for
and on behalf of its stockholders or
5. Defectively-formed corporations members for subject-matters belonging in
the personal capacities of the latter absent
a. De facto corporations any showing of interest by the former.

Municipality of Malabang Generally, the corporate veil may not be

vs. Benito (27 SCRA 452) pierced; however, under the following
Hall vs. Piccio (86 Phil exceptional circumstances coupled with
603) sufficient proof, the directors, trustees, and
the corporate officers may be held
b. Corporation by Estoppel personally liable for their acts solidarily
with the corporation and they cannot seek
Lozano vs. Delos Santos cover under the corporate veil:
(274 SCRA 452)
Albert vs. University 1. When the corporation is used
Publishing (13 SCRA 84) in the following badges of
Salvattierra vs. Garlitos fraud:
(103 Phil 757) a. as a shield to
Chiang Kai Shiek vs. CA further (any
(172 SCRA 389) wrongdoings or) an

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end subversive of Provided that, the third party

justice; has no knowledge of the
b. for purposes not defect.
intended by the law
that created it; Corporation by Estoppel, does it have a
c. to defeat public veil? How about corporations in its
convenience, to preparatory stage of incorporation? There
justify a wrong, to is no Veil when there is No Corporation. All
protect fraud, or to persons working together in the
defend a crime; preparatory stage of a corporation is
d. to perpetuate fraud personally liable for its obligations.
or to confuse
legitimate issues; A General partner is one who partakes in
e. to circumvent the the control of the business of their
law or to partnership (company) who is bound by
perpetuate the obligations thereof (pro rata with all
deception; their property after all partnership assets
f. to be an alter ego, have been exhausted) for the contracts the
to be an adjunct partnership has entered into or as
business conduit represented by him on behalf of the
for the sole benefit partnership.
of the stockholders.
(like a holding
company who has
no purpose but to
hold the profits of its
member-
corporations – but Sulo ng Bayan vs.
the law allows Araneta (72 SCRA 347)
holding companies
to a certain degree - Absent any showing of interest, a
[see corporation corporation has no personality to bring
code]). an action for and in behalf of its
stockholders or members for the
or in short, if the corporation purpose of recovering property which
is used for: (1) fraudulent, belongs to said stockholders or
unfair, or illegal purpose; members in their personal capacities.
and, (2) when the majority of
the directors took - It is a doctrine well-established and
advantage of the corporate obtains both at law and in equity that a
personality as a protective corporation is a distinct legal entity to
shield for any wrongdoing. be considered as separate and apart
from the individual stockholders or
2. When there is a stipulation in members who compose it, and is not
the third party contract to the affected by the personal rights,
effect that the d/t/c.o obligations and transactions of its
expressly binds itself stockholders or members. 4 The
(themselves) solidarily with property of the corporation is its
the corporation. property and not that of the
3. When the corporation is a stockholders, as owners, although
corporation by estoppel they have equities in it.
(wherein the persons acting
or purporting to act on behalf - Properties registered in the name of
of an ostensible corporate the corporation are owned by it as an
entity cannot deny the its entity separate and distinct from its
existence whether it is proven members. 5 Conversely, a corporation
or not and their personal ordinarily has no interest in the
properties may be made to individual property of its stockholders
answer for the purported unless transferred to the corporation,
corporate debt of such non- "even in the case of a one-man
existent corporation); corporation. 6

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Ktrl+ Corporation Law Notes (Business Organization II)
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- The mere fact that one is president of
a corporation does not render the
property which he owns or possesses
as property of the corporation, since
the president, as individual, and the
corporation are separate entities. 7
- Similarly, stockholders in a
corporation engaged in buying and
dealing in real estate whose
certificates of stock entitled the holder
thereof to an allotment in the
distribution of the land of the
corporation upon surrender of their
stock certificates were considered not
to have such legal or equitable title or
interest in the land, as would support
a suit for title, especially against
parties other than the corporation.
- It must be noted, however, that the
juridical personality of the corporation,
as separate and distinct from the
persons composing it, is but a legal
fiction introduced for the purpose of
convenience and to subserve the
ends of justice. 9 This separate
personality of the corporation may be
disregarded, or the veil of corporate
fiction pierced, in cases where it is
used as a cloak or cover for fraud or
illegality, or to work -an injustice, or
where necessary to achieve equity
- Thus, when "the notion of legal entity
is used to defeat public convenience,
justify wrong, protect fraud, or defend
crime, ... the law will regard the
corporation as an association of
persons (the corporation will become
a partnership in this nature), or in the
case of two corporations, merge them
into one, the one being merely
regarded as part or instrumentality of
the other.
- The same is true where a corporation
is a dummy and serves no business
purpose and is intended only as a
blind, or an alter ego or business
conduit (like a holding company) for
the sole benefit of the stockholders.
- This doctrine of disregarding the
distinct personality of the corporation
has been applied by the courts in
those cases when the corporate entity
is used for the evasion of taxes (as in
the case of holding companies); or,
when the veil of corporate fiction is
used to confuse legitimate issue of
employer-employee relationship; or,
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when necessary for the protection of
creditors, in which case the veil of
corporate fiction may be pierced and
the funds of the corporation may be
garnished to satisfy the debts of a
principal stockholder.
- The aforecited principle is resorted to
by the courts as a measure protection
for third parties to prevent fraud,
illegality or injustice. (this is the
counterpart of IAET in Taxation Law).
Caram vs. CA (151
SCRA 372)
- All persons who assume to act as a
corporation shall be personally liable
for any obligations contracted by the
ostensible corporation (corporation by
estoppel). In contrast, a bona fide
corporation shall have a separate and
distinct personality from its
(in)corporators.
- Those who were involved in the initial
steps or preparatory stages of the
incorporation of a corporation or those
who purported to act as a corporation
shall be personally liable for the
services it contracted with third parties
for the benefit they obtained therefrom.
- Persons who promote and those have put
the pieces together in order to create a
corporation or in order to purport an
ostensible one are deemed to be persons
who are involved in the initial steps of
incorporation and has substantial control
over its management. They are to be held
personally liable during such preparatory
stage since the juridical entity has yet to be
born or has been purportedly born only.
- Mere financiers or investors whose
interest was to be invited and who were in
fact persuaded have no personal liability
as they do not have a control over the
management affairs (they are like limited
partners).
Rustan Pulp and Paper
Mills vs. CA (214 SCRA 665)
- the President and Manager of a
corporation who entered into and
signed a contract in his official
capacity, cannot be made liable
thereunder in his individual capacity in
the absence of stipulation to that
effect due to the personality of the
corporation being separate and
distinct from the person composing it
Ktrl+ Corporation Law Notes (Business Organization II) Based on the Course Outline prepared by:
Academic Year 2017-2018 Prof. Atty. Joanne L. Ranada

(Bangued Generale Belge vs. Walter exceeded should it have been

Bull and Co., Inc., 84 Phil. 164). And performed in a manner more
because of this precept, Vergara's advantageous to the principal than
supposed non-participation in the
contract of sale although he signed that specified by him
the letter dated September 30, 1968 is - Art. 1883. If an agent acts in his
completely immaterial. The two own name, the principal has no
exceptions contemplated by Article right of action against the persons
1897 of the New Civil Code where with whom the agent has
agents are directly responsible are contracted; neither have such
absent and wanting.
persons against the principal.
- Art. 1897. The agent who acts as
In such case the agent is the one
such is not personally liable to the
directly bound in favor of the
party with whom he contracts,
person with whom he has
unless he expressly binds himself or
contracted, as if the transaction
exceeds the limits of his authority
were his own, except when the
without giving such party sufficient
contract involves things belonging
notice of his powers. (1725)
to the principal.
- Art. 1898. If the agent contracts in
The provisions of this article shall
the name of the principal,
be understood to be without
exceeding the scope of his
prejudice to the actions between
authority, and the principal does
the principal and agent. (cross-
not ratify the contract, it shall be
claims)
void if the party with whom the
- Art. 1887. In the execution of the
agent contracted is aware of the
agency, the agent shall act in
limits of the powers granted by the
accordance with the instructions of
principal. In this case, however, the
the principal.
agent is liable if he undertook to
In default thereof, he shall do all
secure the principal's ratification.
that a good father of a family would
(n)
do, as required by the nature of the
- Art. 1899. If a duly authorized
business
agent acts in accordance with the
- Art. 1888. An agent shall not carry
orders of the principal, the latter
out an agency if its execution would
cannot set up the ignorance of the
manifestly result in loss or damage
agent as to circumstances whereof
to the principal. (n)
he himself was, or ought to have
- Art. 1889. The agent shall be liable
been, aware. (n)
for damages if, there being a
- Art. 1900. So far as third persons
conflict between his interests and
are concerned, an act is deemed to
those of the principal, he should
have been performed within the
prefer his own.
scope of the agent's authority, if
- Art. 1896. The agent owes interest
such act is within the terms of the
on the sums he has applied to his
power of attorney, as written, even
own use from the day on which he
if the agent has in fact exceeded
did so, and on those which he still
the limits of his authority according
owes after the extinguishment of
to an understanding between the
the agency.
principal and the agent.
- Art. 1894. The responsibility of two
- Art. 1881. The agent must act
or more agents, even though they
within the scope of his authority.
have been appointed
He may do such acts as may be
simultaneously, is not solidary, if
conducive to the accomplishment of
solidarity has not been expressly
the purpose of the agency. (1714a)
stipulated. (1723)
- Art. 1882. The limits of the agent's
- Art. 1895. If solidarity has been
authority shall not be considered
agreed upon, each of the agents is
9

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Ktrl+ Corporation Law Notes (Business Organization II)
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responsible for the non-fulfillment
of agency, and for the fault or
negligence of his fellows agents,
except in the latter case when the
fellow agents acted beyond the
scope of their authority.
- Art. 1911. Even when the agent has
exceeded his authority, the
principal is solidarily liable with the
agent if the former allowed the
latter to act as though he had full
powers.
- Art. 1910. The principal must
comply with all the obligations
which the agent may have
contracted within the scope of his
authority.
As for any obligation wherein the
agent has exceeded his power, the
principal is not bound except when
he ratifies it expressly or tacitly.
- Art. 1918. The principal is not liable
for the expenses incurred by the
agent in the following cases:
(1) If the agent acted in
contravention of the principal's
instructions, unless the latter
should wish to avail himself of the
benefits derived from the contract;
(2) When the expenses were due to
the fault of the agent;
(3) When the agent incurred them
with knowledge that an unfavorable
result would ensue, if the principal
was not aware thereof;
(4) When it was stipulated that the
expenses would be borne by the
agent, or that the latter would be
allowed only a certain sum.
- VICE VERSA.
-
- The board and the corporate officers
are agents of the corporation, they
exercise control over corporate affairs
through the corporate powers derived,
delimited and authorized by law
(Corporation Code and other special
laws) and the corporation’s articles of
incorporation and its by-laws for and
on behalf of the corporation in their
fiduciary capacity. They answer
directly to the corporation and not to
the stockholders per se. – general rule.
Stockholders on the other hand
delegates such authority to corporate
officers through their right to vote on
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Based on the Course Outline prepared by:
Prof. Atty. Joanne L. Ranada
the election of directors subject to the
rights privileges or restrictions of
shares as classified in Article VII of
the Articles of Incorporation.
Cruz vs. Dalisay (152
SCRA 482)
- The tenor of the NLRC judgment and
the implementing writ is clear enough.
It directed Qualitrans Limousine
Service, Inc. to reinstate the
discharged employees and pay them
full backwages. Respondent,
however, chose to "pierce the veil
of corporate entity" usurping a
power belonging to the court and
assumed improvidently that since the
complainant is the owner/president of
Qualitrans Limousine Service, Inc.,
they are one and the same. It is a
well-settled doctrine both in law and in
equity that as a legal entity, a
corporation has a personality distinct
and separate from its individual
stockholders or members. The mere
fact that one is president of a
corporation does not render the
property he owns or possesses the
property of the corporation, since the
president, as individual and the
corporation are separate entities.
Palay Inc. vs. Clave (124
SCRA 638)
- On the issue of personal liability of
petitioner President, with the
corporation, to jointly and severally
refund the respondent, it is basic to
note that a corporation is invested by
law with a personality separate and
distinct from the persons composing it
as well as from that of any legal entity
to which it may be related. As a
general rule, a corporation may not be
made to answer for acts or liabilities of
its stockholders or those legal entities
to which it may be connected and
- However, the veil of corporate fiction
may be pierced when it is used in the
following badges of fraud:
1) as a shield to further (any wrongdoings
or) an end subversive of justice;
2) for purposes not intended by the law that
created it;
3) to defeat public convenience, to justify a
wrong, to protect fraud, or to defend a
crime;
4) to perpetuate fraud or to confuse
legitimate issues;
10
Ktrl+ Corporation Law Notes (Business Organization II) Based on the Course Outline prepared by:
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5) to circumvent the law or to perpetuate - The fact that the subsequent sale was
deception; done for evasive purposes was
6) to be an alter ego, to be an adjunct strengthened due to the failure of the
business conduit for the sole benefit of defendant corporation to prove that it
the stockholders. has other property than the jeep (AC-
687).
- Sufficient proof must exist that the - The evidence, testimonial or anywise,
corporation was used to defraud would prove that the corporation was
others. Any stockholder cannot be used by its incorporators or members
made personally liable just because as a shield to protect their end which
he “appears to be the controlling is subversive of justice. Burden of
stockholder”. Mere ownership by a proof lies on the one who alleges the
single stockholder or by another same.
corporation is not of itself sufficient
ground for disregarding the separate Marvel Bldg. vs. David
corporate personality. (94 SCRA 376)
Yutivo and Sons vs. CTA
Soriano vs. CA (174 (1 SCRA 160)
SCRA 195) Commissioner vs. Norton
- In determining personal liability of & Harrison (11 SCRA 714)
corporate officers / directors: the La Campana Coffee vs.
general rule is that a corporation Kaisahan ng Manggagawa (93 Phil 160)
has a separate and distinct Emilio Cano vs. CIR (13
personality from its directors and SCRA 290)
officers; the exception is that the Telephone Engineering
protective mantle of the corporation’s vs. WCC (104 SCRA 354)
separate and distinct personality can Claparols vs. CIR (65
be pierced, and liability attaches SCRA 613)
directly to its officers and/or members- Nat'l Federation vs. Ople
stockholders, when the corporation is (143 SCRA 124)
used for: (1) fraudulent, unfair, or A.C. Ransom vs. CA
illegal purpose; and, (2) when the (150 SCRA 498)
majority of the directors took Concept Builders vs.
advantage of the corporate NLRC (257 SCRA 149)
personality as a protective shield for Mc Connel vs. CA (1
any wrongdoing. Burden of proof is on SCRA 722)
the party alleging the purpose of Tan Boon Bee vs.
defrauding and usage of the corporate Jarencio (163 SCRA 205)
veil as a protective shield for any Cease vs. CA (93 SCRA
wrongdoing. 483)
Wensha Spa Center, Inc.
vs. Yung. (GR No.
2. Piercing the Veil of Corporate Fiction 185122, August 10,
2010)
a. General Concept General Credit Corp. vs.
Alsons Development, et.
Palacio vs. Fely al. (GR 154975, January
Transportation Co. (5 SCRA 1011) 29, 2007)
- Generally, a corporation or a company
has a separate and distinct personality b. When not justified
from its members or incorporators.
However, if it was proved that the Remo, Jr. vs. IAC (172
fiction of corporate entity was used as SCRA 405)
a protective shield for evasive Del Rosario vs. NLRC
purposes or to further an end (187 SCRA 777)
subversive of justice, the above rule Indophil Textile Mills vs.
cannot be invoked by its members or Galica (205 SCRA 697)
incorporators and that the said group PNB vs. Ritratto Group
would be liable jointly and solidarily (362 SCRA 216)
with the corporation. Pacific Rehaus Corp. vs.
CA (719 SCRA 665)

11

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Yu vs. NLRC (245 SCRA
134)
Francisco Motors
Corporation vs. Court of
Appeals (GR. No.
100812, June 25, 1999)
3. Amendment of Corporate Charter
4. Special Amendments
5. Provisions subject to amendments
a. Change in Corporate Name
Phil. First Insurance vs. Hartigan
(74 SCRA 2520)
- A Corporation effectively changes its
name only after "a copy of the articles
of incorporation as amended, duly
certified to be correct by the president
and the secretary of the corporation
and a majority of the board of
directors or trustees” has been filed
with the SEC Commissioner; only
from the time of such filing, that
"the corporation shall have the
same powers and be subject to the
same liabilities as if such
amendment had been embraced in
the original articles of
incorporation."
- A Corporation should still conduct its
business under the original name until
it has filed the amended articles of
incorporation with the SEC
Commission; it can only legally
acquire the amended name after the
filing was done.
- Thereafter, prior causes of action
transpiring during the usage of the
original name should be filed by the
corporation under its new name to
enforce its rights existing at the
time the change was made.
- The change in the name of a
corporation is not a deprivation of its
right to bring an action for a cause
which transpired when it bore its
former name.
Relevant SEC
Memorandum Circulars
b. Corporate Term
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Alhambra Cigar vs. SEC
(24 SCRA 269)
- The corporate term lasts only for 50
years; but it may be extend for a
one-time extension of another 50
years.
- When a corporate is undergoing
liquidation process due to its
dissolution, it will have a statutory
period of 3 years for the sole
purpose of settling and winding up
its corporate affairs including
prosecution of actions in relation
with its prior contracts and
obligations. Its existence and
juridical personality to further
transact business with third
persons ceases.
VI. BOARD OF DIRECTORS / TRUSTEES
1. Powers of the Board
a. Classification of Powers
Ramirez vs. Orientalist
(38 Phil 634)
- Section 28 of the Corporation Law
states that corporate power shall be
exercised, and all corporate business
conducted by the board of directors.
This provision was not intended to
confer an independent power unto any
members of the board to enter into a
contract binding upon a corporation
without the authority of the Board of
Directors itself; this is a formal
requirement that the board of directors
has to meet before it can exercise its
power to enter into a contract.
However, the power to enter into a
corporate contract vested with the
Board of Directors does not
necessitate a conduct of a formal vote
before a contractual liability can be
attached to it; means other than
formal expression of its will can create
contractual liability. If it appears that a
member of the board acted and
signed on behalf of the corporation,
binding himself as the latter’s
guarantor, to enter into a contract
involving matters with utmost
importance, the authority of the acting
agent shall be binding even if there is
an allegation that no actual authority
was given provided that it is shown by
way if usage that the corporation has
12
Ktrl+ Corporation Law Notes (Business Organization II) Based on the Course Outline prepared by:
Academic Year 2017-2018 Prof. Atty. Joanne L. Ranada

observed giving implied consent in the 8. Self-Dealing Directors

customary of its business transactions.
Prime White Cement vs. IAC (220
Barreto vs. La Previsora SCRA 1030)
(57 Phil 649) Mead vs. Mc Cullough (21 Phil 95)

b. Qualifications and 9. Interlocking Directors

Disqualifications
10. Derivative Suit
Lee vs. CA (205 SCRA
572) Pascual vs. Orozco (19 Phil 83)
Detective and Protective Everette vs. Asia Banking (49 Phil
Bureau vs. Cloribel (26 SCRA 256) 512)
Republic Bank vs. Cuaderno (19
2. Election and Voting SCRA 671)
Western Institute of Tech. vs.
Salas (supra)
3. Validity and Binding Effects of Actions San Miguel Corp. vs. Khan (176
of Corporate Officers SCRA 447)
Chase vs. Buencamino (136
Yao Ka Sin Trading vs CA (209 SCRA 365)
SCRA 763) Reyes vs. Tan (3 SCRA 198)
Lopez Realty vs. Fontecha (247 Gamboa vs. Victorino (90 SCRA
SCRA 183) 40)
Pua Casim vs. Neumark (46 Phil Evangelista vs. Santos (86 Phil
242) 387)
Yu Chuck vs. Kong Li Po (46 Phil
208) 11. Executive Committee
Francisco vs. GSIS (7 SCRA 557)
Board of Liquidators vs. Kalaw (20 VII. CORPORATE POWERS AND AUTHORITY
SCRA 987)
Buenaseda vs. Bowen & Co. (110 1. Classifications of Corporate Power
Phil 464)
a. Power to sue and be sued
4. Removal and Filling up of vacancies
Delta Motors vs.
Valle Verde Country Club vs. Mangosing (70 SCRA 77)
Africa (598 SCRA 201, September 2009) E.B. Villarosa & Partner
Co. vs. Benito (GR 14926, August 6, 1999)
5. Compensation of Directors
b. Power of Succession
Central Cooperative Exchange vs.
Tibe (33 SCRA 593) c. Power to Adopt and Use a
Western Inst. of Tech. vs. Salas Common Seal
(278 SCRA 216)
Gov't vs. El Hogar Filipino (50 Phil d. Power to Amend the Articles of
399) Incorporation

6. Liability Corporate Officers e. Power to Adopt By-Laws

Tramat Mercantile vs. CA (238 f. Power to Sell / Issue Stocks or

SCRA 214) Admit Members
Llamado vs. CA (270 SCRA 423)
Uichico vs. NLRC (273 SCRA 35) g. Power to Acquire / Alienate
Property
7. Three-fold Duty of Directors
Luneta Motors Co. vs.
Montelibano vs. Bacolod Murcia A.D. Santos Inc. (5 SCRA 809)
Milling (5 SCRA 36) Gov't. vs. El Hogar
Strong vs. Repide (41 Phil 947) Filipino (supra)

13

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Director of Lands vs. CA r. Power to Declare Dividends

(158 SCRA 568)
i. Types
h. Power to Adopt Plans of
Merger / Consolidation ii. When and to whom it
is vested
i. Power to make Donations
Nielson & Co. vs.
j. Power to establish Pension, Lepanto Consolidated Mining (26 SCRA
Retirement and other Plans 540)

Republic vs. Acoje s. Power to Enter into

Mining Co. (7 SCRA 361) Management Contracts

k. Implied Powers

Teresa Electric vs. PSC 2. Ultra Vires Acts

(21 SCRA 199)
National Power a. Consequences: on the
Corporation vs. Vera (170 SCRA 721) Corporation, on the immediate parties, on
Powers vs. Marshall (161 the stockholders
SCRA 176)
Privano vs. Dela Rama
l. Power to Extend / Shorten Steamship Co. (96 Phil 335)
Corporate Term Carlos vs. Mindoro Sugar
Co. (57 Phil 343)
m. Power to Increase / Decrease Japanese Warnotes
the Authorized Capital Stock; Claimants Assn. vs. SEC (110
Incur / Create Bonded Phil 540)
Indebtedness Crisologo - Jose vs. CA
(117 SCRA 594)
Philtrust vs. Rivera (44
Phil 469) VIII. BY- LAWS
Madrigal & Co. vs.
Zamora (151 SCRA 3550) Loyola Grand Villas Assn. vs. CA (276
SCRA 681)
n. Power to Deny Pre-emptive Govt vs. El Hogar Filipino (supra)
Rights Gokongwei vs. SEC (89 SCRA 336)

Benito vs. SEC (123 IX. MEETINGS

SCRA 722)
1. Stockholders' / Members' Meeting
o. Power to Sell / Dispose of
Assets Board of Directors vs. Tan (105
Phil 426)
Islamic Directorate of the Ponce vs. Encarnacion (91 Phil
Phils. vs. CA (272 SCRA 454) 81)
Edward Nell & Co. vs.
Pacific Farms (15 SCRA 415) 2. Directors' / Trustees' Meeting

p. Power to Acquire Own Shares SEC Memorandum Circular No.

15, Series of 2001
Steinberg vs. Velasco Board Meeting Through
Teleconferencing or
q. Power to Invest Funds Videoconferencing ("Tele/Video
Conferencing")
De la Rama vs. Ma-ao
Sugar Central (7 SCRA 247) 3. Right to Vote and Manner of Voting
John Gokongwei vs. SEC
(89 SCRA 336) a. Proxy and other representative
voting

14

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Velasco vs. Poizat (37 Phil 802)

NIDC vs. Aquino (160 De Silva vs. Aboitiz & Co. (44 Phil
SCRA 153) 755)
Lingayen Gulf vs. Baltazar (93
SEC Memorandum Phil 746)
Circular No. 4, Series of 2004 Apocada vs. NLRC (175 SCRA
Voting by Mail and One 442)
Share-One Vote Policy Lumanlan vs. Cura (59 Phil 746)
PNB vs. Bitulok Sawmill (33
IX. STOCK and STOCKHOLDERS SCRA 136)
Edward Keller vs. COB Group
1. Subscription Contract (141 SCRA 86)
Garcia vs. Suarez (67 Phil 441)
Trillana vs Quezon College (93
Phil 383) 8. Effects of Delinquency

SEC Memorandum Circular No. 9. Rights of Unpaid Shares

11, Series of 2016
Subscription Contracts 10. Lost or Destroyed Certificates

2. Pre-incorporation Subscription 11. Rights and Liabilities of Stockholders

National Exchange vs. Dexter (51
Phil 601)
3. Certificates of Stock and their Transfer
Monserrat vs. Ceron (58 Phil 472)
Chua Guan vs. Samahang
Magsasaka (62 Phil 472)
Padgett vs. Babcock & Templeton
(59 Phil 232)
Lambert vs. Fox (26 Phil 588)
Embassy Farms vs. CA (188
SCRA 492)
Razon vs IAC (207 SCRA 510)
Rural Bank of Salinas vs. CA (210
SCRA 510)
Tay vs. CA (GR No. 126891,
August 5, 1998)
Rural Bank of Lipa vs. CA (366
SCRA 740)
Tan vs. SEC (206 SCRA 740)
Nava vs. PEERS Marketing (74
SCRA 65)
Won vs. Wack Wack Golf (104
Phil 466)
De los Santos vs. Mc Grath (95
Phil 577)
XI. CORPORATE BOOKS AND RECORDS
1. Books and Records to be Kept
2. Right of Inspection
W.G. Philpotts vs. Phil. Mfg. Corp.
(49 Phil 471)
Vegaruth vs. Isabela Sugar (57
Phil 266)
Gokongwei vs. SEC (supra)
Gonzales vs. PNB (122 Phil 489)
XII. MERGER AND CONSOLIDATION
1. Requirements and Procedure
2. Effects
Associated Bank vs. CA (GR
123793, June 29, 1998)
BPI vs. BPI Employees Union
(658 SCRA 569)
XIII. APPRAISAL RIGHT

4. Forged and Unauthorized Transfers 1. Definition; when exercised

5. Issuance of Stock Certificates 2. Requirements and Procedure

Fua Cun vs. Summers 3. Effect

6. Watered Stocks 4. When Right ceases

7. Enforcement and Payment of Unpaid 5. Cost of appraisal

Subscriptions

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XIV. NON-STOCK CORPORATIONS 2. Religious Corporations

1. Definition; Purpose a. Corporation Sole

2. Membership and Voting Rights Roman Catholic

Apostolic Church vs. LRC (102 Phil 596)
Chinese YMCA vs. Ching (71 Director vs. CA (158
SCRA 463) SCRA 568)
Cebu Country Club vs. Republic vs. IAC (168
Elizagaque (542 SCRA 65) SCRA 165)

3. Trustees and Officers i. Filling up of Vacancies

Lions Club Int'l vs. CA (121 SCRA ii. Dissolution

621)
3. Religious Societies
4. Other references:

SEC Memorandum Circular No. 8,

Series of 2006 XVII. DISSOLUTION AND WINDING UP
Revised Guidelines on
Foundations 1. Methods of Dissolution

SEC Memorandum Circular No. 4, a. Expiration of Corporate Term

Series of 2013
Amendment of Part I (4) (A) & (B) PNB vs. CFI (209 SCRA
of SRC Rule 68, as amended 294)

SEC Memorandum Circular No. b. Voluntary Dissolution

10, Series of 2016
Guidelines on the Issuance of i. Where no creditors are
Certificate on the Nationality of Non-Stock affected
Corporations
ii. Where creditors are
XV. CLOSE CORPORATIONS affected

1. Definition; Permissive Provisions c. Shortening of Corporate Term

2. Effects of Breach of Qualifying d. Involuntary Dissolution

Provisions
Gov't vs. Phil. Sugar
3. Stockholders' Agreement Estate (39 Phil 15)
Gov't vs. El Hogar
4. When Board Meeting Not Necessary Filipino (supra)
Republic vs. Security
5. Pre-Emptive Right Credit (19 SCRA 59)
Republic vs. Visaya Land
6. Deadlocks (81 SCRA 9)
Financing Corporation vs.
7. Withdrawal of Stockholders / Teodoro (94 Phil 687)
Dissolution
2. Effects of Dissolution
Dulay Enterprises vs. CA (225
SCRA 678) Buenaflor vs. Camarines Sur
Naguiat Enterprises vs. NLRC Industry (108 Phil 427)
(268 SCRA 546) Cebu Port Labor Union vs. State
Marine (101 Phil 468)
XVI. SPECIAL CORPORATIONS Gonzales vs. Sugar Regulatory
Administration (174 SCRA 377)
1. Educational Corporations
3. Liquidation and Winding Up

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domestic corporations duly registered to do business,

National Abaca vs. Pore (2 SCRA
989)
Sumera vs. Valencia (67 Phil 721)
Board of Liquidators vs. Kalaw (20
SCRA 987)
Gelano vs. CA (103 SCRA 90)
Republic vs. Marsman (44 SCRA
481)
Chung Ka Bio vs IAC (163 SCRA
534)
Clemente vs. CA (242 SCRA 717)
XVIII. FOREIGN CORPORATIONS
1. Definition
2. Modes of Entry
3. Application of License
and/or the exercise of rights as such investor; nor having
a nominee director or officer to represent its interests in
such corporation; nor appointing a representative or
distributor domiciled in the Philippines which transacts
business in its own name and for its own account;
Marshall-Wells vs. Elser (46 Phil
70)
Western Equipment vs. Reyes (51
Phil 115)
Mentholatun vs. Mangaliman (72
Phil 524)
Far East International vs. Nankai
Kogyo (6 SCRA 725)
Swedish East Asia vs. Manila Port
Services (25 SCRA 632)
General Garments vs. Director
(41 SCRA 50)

Subsidiary (FIA Form F-100) Facilities Management vs. Dels

Branch Office (FIA Form F-103) Osa (89 SCRA 131)
Representative Office (FIA Form Le Chemise Lacoste vs.
F104) Fernandez (120 SCRA 377)
Regional Operating Area Bulakhids vs. Navarro (142 SCRA
Headquarters 1)
Regional Area Headquarters Antam Consolidated vs. CA (143
SCRA 288)
4. Resident Agent Puma Sportshufabriken vs. IAC
(158 SCRA 233)
5. Effect of Doing Business Without a Communication Materials and
License Design vs. CA (260 SCRA 673)

Meaning of “doing-business” – the term is coined 6. Capacity to Sue

by several jurisprudences back then. As of now, the
Foreign Investments Act of 1991 has defined the Atlantic Mutual Insurance vs.
term. If you will analyze, the definition of the FIA Cebu Stevedoring (17 SCRA 1037)
seems to jive with the definition of a “non-resident Olympia Business Machines vs. E.
alien engaged in trade or business here in the Razon Inc. (155 SCRA 208)
Philippines” under the National Internal Revenue Time vs. Reyes (39 SCRA 303)
Code of 1997). Perhaps, the tax code got its
definition from FIA. 7. Laws Governing Foreign Corporations

The phrase "doing business" shall include soliciting M.E. Gray vs. Insular Lumber (67
orders, service contracts, opening offices, whether called Phil 139)
"liaison" offices or branches; appointing representatives
or distributors domiciled in the Philippines or who in any 8. Amendment of the License
calendar year stay in the country for a period or periods
totaling one hundred eighty [180] days or more; 9. Merger / Consolidation
participating in the management, supervision or control
of any domestic business, firm, entity or corporation in 10. Revocation of License
the Philippines; and any other act or acts that imply a
continuity of commercial dealings or arrangements and 11. Withdrawal of License
contemplate to that extent the performance of acts or
works, or the exercise of some of the functions normally
incident to, and in progressive prosecution of commercial
gain or of the purpose and object of the business XIV. MISCELLANEOUS PROVISIONS
organization: Provided, however, That the phrase "doing
business" shall not be deemed to include mere
investment as a shareholder by a foreign entity in PART 2

17

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Ktrl+ Corporation Law Notes (Business Organization II)
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PRESIDENTIAL DECREE 902-A
I. Devices or Schemes Amounting to Fraud
II. Intra-Corporate Controversies
III. Controversies in the Election, Appointment or
Removal of Directors / Officers
IV. Appointment of Management Committee, Board
or Body
R.J. Jacinto vs. FWCC (410 SCRA 140)
Sy Chim vs. Sy Siy Ho & Sons (480 SCRA
206)
PART 3
SECURITIES REGULATION CODE
2015 IMPLEMENTING RULES AND
REGULATIONS
I. Rule 3: Definition of Terms
II. Rule 5: Powers and Functions of the
Commission
SEC Memorandum Circular No. 11, Series
of 2003
Supervision Over Registered Corporations
III. Title III: Registration of Securities
Rule 8.1 Registration Statement
Rule 9.1 Exempt Securities
Rule 9.2 Other Exempt Transactions
Rule 10.1 Exempt Transactions
Rule 10.1.7 Isolated Transactions
Rule 10.1.11 Qualified Buyers
Rule 10.2 Limited Public Offerings and
other Exempt Transactions
Rule 10.3 Application for Confirmation of
Exemption
Rule 13 Suspension or Revocation of
Registration of Securities
Rule 14 Amendments to the Registration
Statement and Prospectus
Rule 15 Reportorial Requirements
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Rule 19 Tender Offer; Mandatory Tender
Offer and Exemptions
Justee Terms Enterprise vs. SEC
(CA GR. SP. No. 48013, July 30, 1999)
China Banking vs. CA (270 SCRA
503)
People vs. Petralba (439 SCRA
158)
Rule 23 Reports to be Filed by Directors,
Officers and Principal Stockholders
IV. Title VII: Prohibitions on Fraud,
Manipulation and Insider Trading
Rule 24.1 Manipulative Practices
Rule 24.2 Short Sales
Rule 25 Option Trading
Rule 26 Fraudulent Transactions
Rule 27 Insider Trading
V. Title VIII: Registration of Securities Market
Professionals
Rule 28.1.1 Broker Dealer
Rule 28.1.2 Registration Requirements
Rule 28.1.5 Registration of Salesmen and
Associated Persons of Broker Dealers
Rule 28.1.5.4 Registration Requirements
VI. Title IX: Exchanges and other Securities
Trading Markets
Rule 38 Requirements on Nomination and
Election of Independent Directors
SEC Memorandum Circular No. 9,
Series of 2011
Term Limits for Independent
Directors
SEC Advisory dated 20 July 2015
Clarification on the Term Limits of
Independent Directors
SEC Advisory dated 31 March
2016
Term Limits for Independent
Directors
18