NAME: MARIEL N.

DOLINO DATE: FEBRUARY 18 2020

QUESTIONS:

1, A.) X is a Filipino immigrant residing in Canada. Y is a Filipino residing in Davao City, Philippines. Z is a resident
alien residing in Legaspi City. GGG Corporation is a domestic corporation – 40% owned by Filipino’s, with R as
authorized representative. CCC Corporation is a foreign corporation registered with the Philippine Securities and
Exchange Commission. KKK Corporation is a domestic corporation (100%) Filipino owned. S is a Filipino 16 years of
age, arid the daughter of Y.

(A,) Who can be incorporators? Who can be subscribers?

ANSWER: X, Y, Z and T could all be incorporators and subscribers. However, that section 10 of the corporation
Code requires that there must be at least 5 but not more than 15 incorporators (who must all be natural persons)
and that a majority of the incorporators must be residents of the Philippines. S, being a minor, could neither be an
incorporator nor a subscriber. GGG Corporation, CCC Corporation, and KKK Corporation could not be Incorporators
as they are not natural persons. However, they could be subscribers.

(B,) What are the differences between an incorporator and subscriber?

ANSWER: Some of the differences are as follow: first, all the incorporators are required to sign and acknowledge
the Articles of Incorporation while the subscriber, as such, are not subject to the same requirement; second, the
Incorporators are all required to be natural persons while the subscribers could either be natural or juridical
persons; and third, the number of incorporators cannot exceed 15 while the number of subscribers could be more
than 15 (subject to compliance, in the appropriate cases, with the requirements of the SRC).

(C,) Who are qualified to become members of the board of directors of the corporation?

ANSWER: X, Y, Z and T could be directors (subject to the residency requirement mentioned in (a) above and any
nationality requirement under the law governing the business of the incorporation) but not GGG Corporation, CCC
Corporation, and KKK Corporation as they are not natural persons. However, the aforementioned corporations
could have their respective representatives nominated and possibly elected as directors by the stockholders. Each
director must own at least one share of the capital stock of the corporation.

(D,) Who are qualified to act as Treasurer of the company?

ANSWER: The Corporation Code does not impose any nationality or residency requirement in respect of the
Treasurer. Any such requirement or any other reasonable requirement may be adopted by the incorporation and
reflected in its by- laws, or required by the law (s) governing the business of the corporation or a law of general
application (e.g., the Anti- Dummy Law which applies to all nationalized businesses). Accordingly, anybody with the
qualifications required under by- laws of the corporation or under the law (s) governing the business of the
corporation, could be elected Treasurer by the Board of Directors. However, the Treasurer could not be President
as the time.

(E,) Who can be appointed Corporate Secretary?

ANSWER: The Secretary is required to be both a resident and a citizen of the Philippines.