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MODULE 2
SEC 18 RCC
THEORY OF CORPORATE ENTITY
Certificate of incorporation- corporate or juridical existence begins from date of issuance of the
coi as stated therein. It is from that time that the corporation legally exists and therefore, can
exercise corporate powers either express, implied or incidental
SEC 25 RCC
- Report of Election of Directors, Trustees and Officers, Non-holding of Election and
Cessation from Office
SEC 21 RCC
EFFECT OF NON-USE OF CORPORATE CHARTER/CONTINUOUS INOPERATION
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NON-USE OF CORPORATE CHARTER FOR 5 YEARS
The RCC extends the allowable period for non-use of corporate charter from 2 years to 5 years
from the date of incorporation. The certificate of incorporation shall be deemed revoked as of the
day following the end of the 5-year period. (Sec. 21 RCC).
Meanwhile, a corporation which has commenced its business but subsequently becomes
inoperative for a period of at least 5 years may be deemed a delinquent corporation and shall have
a period of 2 years to resume operations.
Failure to resume operations within the period given by the SEC shall cause the revocation of its
certificate of incorporation (Sec. 21 RCC).
PREPARATION/DRAFTING/EXECUTION OF AOI
FORM/CONTENTS
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1. CORPORATE NAME
Not
Distinguishable from any registered/reserved corporate name
Not
Protected by law
Not
Contrary to law, rules & regulations
2. PURPOSE/S-PRIMARY/SECONDARY
-SEC 13 (b) RCC/14 SECOND RCC
4. TERM
-SEC 13 (d) RCC/14 FOURTH RCC/SEC II RCC
The corporate term limit of 50 years has been removed such that a corporation
can now enjoy perpetual existence unless expressly limited by its AOI.
Such perpetual corporate term shall also apply to corporations incorporated prior
to the RCC, unless said corporations elect to retain a specific corporate term.
The new law also states that a corporation whose term has expired can apply with
the Securities and Exchange Commission (SEC) for the revival of its corporate
existence, with all the rights and privileges under its certificate of incorporation
and subject to all of its duties, debts and liabilities existing prior to its revival.
Upon the SEC’s approval, the corporation shall be deemed revived and a
certificate of revival of corporate existence shall be issued giving it perpetual
existence, unless its application for revival provides otherwise (Sec. 11 RCC).
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CORPORATE TERM FOR A SPECIFIED TERM
-SEC 11 3RD PAR RCC
EXTENSION/SHORTENING
-SEC 15/SEC 36 RCC
STEPS/RULES:
1.BOARD RES
-majority vote of bod/t to adopt the
extension/shortening
2. SH RES
- 2/3 ocs/ms- the adotion of the extension/shortening is
ratified by shs/ms-2/3 ocs/ms in a meeting specifically called for that purpose.
NOTICE OF MEETING :
PME- PERSONAL/MAIL/E-
NOTICE-
3. AMENDED AOI
-the corporation prepares a copy of the aoi, as amended, underscoring the
changes made- (sec 15 RCC)
6. EFFECTIVITY
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SHORTENING Dissolution by Shortening Corporate Term. – A voluntary dissolution
may be effected by amending the articles of incorporation to shorten the corporate term
pursuant to the provisions of this Code. A copy of the amended articles of incorporation
shall be submitted to the Commission in accordance with this Code. -SEC 136 RCC
5. IINCORPORAT4ORS
MNEMONICS-No PAIRS
No
-NUMBER
GR-SEC 10-1-15 RCC
SEC 115-132 RCC-OPC
EXCEPTIONS
SEC 13 (f) RCC/91 RCC
-Non stock-may be more than 15/may not be more than
15
SEC 95 RCC
-CLOSE-1-20
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A
-AGE-NATURAL PERSON-LEGAL AGE-18 AND ABOVE
I
-INCAPACITY-NATURAL PERSON-NOT SUFFERING FROM
INCAPACITY OR LEGAL IMPEDIMENT SUCH AS INSANITY,
INSOLVENCY, CIVIL INTERDICTION
R
-RESIDENCE-RESIDENCE ADDRESSES
S
-SHAREHOLDER/STOCKHOLDER-MUST OWN AT LEAST 1
STOCK/SHARE
6. DIRECTORS
-SEC 13 (f) RCC/SEC 14 SIXTH RCC/SECS 22-34 RCC
Stock corporations are still not required to have a minimum capital stock, unless
specifically provided by special law.
STOCK
-ACS-SEC 13 (h) RCC-INITIAL CAPITAL/FUND/MONEY
-OCS-SEC 173 RCC-ISSUED CAPITAL STOCK
NON STOCK
-CAPITAL CONTRIBUTIONS/DONATIONS-SEC 13 (i) RCC
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8. SUCS
-SEC 13 (i) RCC/SEC 14 EIGHTH RCC
STOCK
-SUBSCRIBED-
NON STOCK
-NAMES, NATIONALITIIES AND RESIDENCE ADDRESSES OF
DONORS/CONTRIBUTORS AND AMOUNT GIVEN-SEC 13 (i) RCC
The RCC removed the requirement that 25% of the authorized capital stock be subscribed
and that 25% of the subscribed capital stock be paid for purposes of incorporation as
previously mandated under Section 13 of the Corporation Code, which was deleted in its
entirety (Sec. 12 RCC).
However, the 25%-25% requirement was retained for any increase in the authorized
capital stock (Sec. 27 RCC).
OTHER MATTERS
-SEC 13 (j) RCC
9. INTERIM TREASURER
-SEC 13 (h)/SEC 14 NINTH RCC
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75% FILIPINO OWNED-COTTAGE INDUSTRIES
70% FILIPINO OWNED-SAVINGS AND LOAN ASSOCIATIONS (VOTING
STOCKS)/BANKING INSTITUTIONS (VOTING STOCKS)/ADVERTISING
FIRMS/PAWNSHOPS
60% FILIPINO OWNED-PUBLIC UTILITIES/EDUCATIONAL
INSTITUTIONS (EXCEPT IF ESTABLISHED BY RELIGIOUS ORDERS OR
CHARITABLE ORG)/EXPLOITATION OF NATURAL
RESOURCES/COASTWISE SHIPPING/CIVIL AERONAUTICS/FINANCING
COMPANIES/ATOMIC ENERGY
AMENDMENT OF AOI
-SEC 15 RCC
MNEMONICS-LAFE
L
-LEGITIMATE PURPOSE/S-SEC 15 1ST PAR RCC
A
-APPROVAL/ASSENT-SEC 15 1ST PAR RCC
BOD/T MEETING HELD
-BOARD RES-MAJORITY VOTE
SHS/MS MEETING HELD
-SHS/MS RES-2/3 OCS/MS
WITH NOTICE
– PERSONAL/MAIL/E NOTICE
NO SHS/MS MEETING HELD
-WRITTEN ASSENT-2/3 OCS/MS
F
-FORM-SEC 15 2ND PAR RCC
E
-EFFECTIVITY-SEC 15 3RD PAR RCC
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-SEC 16 RCC
NOT COMPLIANT
MNEMONICS-COP FoR
C
-CERTIFICATION OF TREASURER ANENT SUCS AND/OR PUCS IS FALSE
O
-OWNERSHIP OF C/S-REQUIRED % NOT COMPLIED WITH
P
-PURPOSE-ILLEGAL, UNCONSTITUTIONAL, IMMORAL, CONTRARY TO
GOVT RULES AN REGULATIONS
Fo
-FORM-AS PRESCRIBED BY SEC
R
-RECOMMENDATION-NO FAVORABLE RECOMMENDATION FROM
APPROPRIATE GOVERNMENT AGENCIES
NSSLAS-????????
Non-Stock Savings and Loan Association.
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