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Cimatu – Corporation Law

COMPARATIVE REVIEWER OF mechanics regarding the “formation, organization, or


CORPORATION CODE (B.P. 68) & REVISED regulation” of private corporations, it is a mere delegation
CORPORATION CODE (R.A. 11232) by the 1987 Constitution to the Congress the same way it
commands for the legislation of a progressive taxation
Caveat Lector: law.
Concepts and principles in the Corporation Code are
generally reflected and remain the same in the Revised Purpose/s of Corporate Law (B.P. Blg. 68 and R.A.
Corporation Code. Be that as it may, due to the 11232)
enactment of a new law, certain topics may need to be
elucidated which cannot be tackled by the author since PRINCIPAL PURPOSES – laws which applies to
new topics may be best complemented and explained business and commercial organizations likewise applies to
with SEC IRR’s. corporations.
 Definitive – defines the areas within which the parties
Legend: are free to allocate risk, control, and profit as they
@ : Atty. Amado Tayag’s comments wish.
# : Author’s comments
Such includes but is not limited to rights, powers,
----------------------------------------------------------------------- obligations, and duties of the corporation and its
I. GENERAL PROVISIONS composition.

PRELIMINARY CONSIDERATIONS  Statutory – prescribing allocation of elements in


absence of agreements.
History of Philippine Corporate Law
 # & @: Economic Policy – the main purpose as to
The Philippines’ first general law on corporations why the Revised Corporation Code was enacted was
was the Corporation Law which was then repealed by for the ease of doing business here in the Philippines
Batas Pambansa Blg. 68, otherwise known as the recently that seeks to support small and medium enterprises
defunct Corporation Code. (SME’s) and attract Foreign Direct Investments
(FDI’s) apart from Foreign Portfolio Investments
Prior to such enactment of a general law with (FPI’s) that are easily liquidated and drastically affects
regard to corporations, such entities are not recognized. the economic standing of the State.
The closest form of organization which comes close to
this artificial being under Spanish rule is cuentas y Supplemental Purposes – as proposed and observed by
participacion which closely resembles joint stock the author (Aquino)
companies.
 Constitutive –
1. The law seeks to define, limit, and fix the powers
The current general law on corporations is
of directors and officers;
Republic Act No. 11232, otherwise known as the Revised
2. Declare rights and liabilities of shareholders and
Corporation Code which was signed into law by
members; and
President Rodrigo Duterte.
3. Prescribe conditions wherein corporations may
only conduct legal business.
Source of Power, Rights, Duties, and Obligations

Section 16, Article XII of the 1987 Constitution


– while the Revised Corporation Code prescribes for the
B. A. Y. A. G. Notes – Beginners And Young Amateurs Guide to Corporation Law
Cimatu – Corporation Law
 Regulatory – the law seeks to regulate the:
1. Relations between and among stockholders,
directors, officers, and creditors;
2. Mechanisms between such members or groups
in the corporation, such as mediation or
arbitration.

 Social and Economic Policy – the author observed


that the legislator (Ferdinand Marcos) had the view that
the Corporation Code was enacted with the public
interest in mind, in order that the formation of
corporations and doing business thereof will promote
the social and economic development.

Application of the Revised Corporation Code (with


reference to the Corporation Code)

GR: The Corporation Code applies to all types of private


corporations with regard to regulations.

XPNs: Banks which are governed by the General


Banking Law and New Central Bank Act; Insurance
companies are governed by the Insurance Commission by
virtue of the Insurance Code, etc.

An artificial being added in the Revised Corporation


Code are pre-need companies which is governed by the
Pre-Need Code in conjunction with the Corporate Law.

Pre-need companies are establishments registered with


the Insurance Commission that offers plans or contracts
for the benefit of the planholders for the performance of
a future service or payment of a money on a latter date.

Theories/Bases of Corporation Law

 Concession Theory -
CORPORATION DEFINED ——

B. A. Y. A. G. Notes – Beginners And Young Amateurs Guide to Corporation Law