Jude Michael E.

Jorsa

BA-22

ASSIGNMENT (SEC 1-9)

1. Give the (4) attributes of a corporation.

The attributes of a corporation are:

- It is an artificial being;
- It is created by operation of the law;
- It has the right of succession; and
- It has only the powers, attributes, and propensities expressly authorized by law or
incident to its existence.

2. Give the (4) persons composing a corporation and describe/define each.

The persons composing a corporation are:

Corporators – These includes incorporators, stockholders or members. Those are the

people who compose the corporation, whether they are stockholders or members.

Incorporators – These are the corporators mentioned in the articles of incorporation as

originally forming and composing the corporation and who executed and signed the articles
of incorporation as such. Thus, all incorporators are corporators but a corporator is not
necessarily an incorporator. Only a natural person can be an incorporator. Also, Sec. 10
RCCP provides that incorporators are no longer limited to natural persons. Juridical
persons as partnerships, associations or corporations can now be incorporators.

Stockholders or Shareholders – These are the owners of shares of stock in a stock

corporation. They are the corporators in a stock corporation. They may be natural or
juridical persons.

Members - These are the corporators of a corporation which has no capital stock
 3. Give the (8) matters when non-voting shares may nevertheless be entitled to
vote.

The 8 matters when a non-voting shares may nevertheless be entitled to vote are:

1. Amendment of the articles of incorporation.

2. Adoption and amendment of by-laws.

3. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of
the corporate property.

4. Incurring, creating or increasing bonded indebtedness.

5. Increase or decrease of capital stock.

6. Merger or consolidation of the corporation with another corporation or other

corporations.

7. Investment of corporate funds in another corporation or business in accordance with

this Code.

8. Dissolution of the corporation.