Jude Michael E.

Jorsa

BA - 22

Assignment - VI

(Secs. 81-188)

1. Appraisal Right.

An appraisal right is the statutory right of a corporation's shareholders to have a

judicial proceeding or independent valuator determine a fair stock price and oblige
the acquiring corporation to purchase shares at that price.

It is the stockholder’s right to demand payment of the fair value of his shares,
after dissenting from a proposed corporate action involving a fundamental change
in the charter or AOI in the cases provided by law.

2. Non-Stock Corporation.

A corporation where no part of its income is distributable as dividends to its

members, trustees, or officers: Provided, that any profit which a nonstock
corporation may obtain incidental to its operations shall, whenever necessary or
proper, be used for the furtherance of the purpose or purposes for which the
corporation was organized, subject to the provisions of this Title.
 3. Close Corporation.

A corporation in which the stock is held in few hands, or in few families, and which
stock is not at all or only rarely dealt in buying or selling.

It is one whose AOI provide the following:

1. All its issued stock, exclusive of treasury shares, shall be held of record by not
more than a specified number of persons, not exceeding (20);

2. All its issued stock shall be subject to one or more restrictions on transfer
permitted by the Code; and 3. Any of its stock shall not be listed in any stock
exchange or offered to the public.

Where, however, 2/3 of the voting stock or voting rights of a corporation as

defined by the Code is owned or controlled by another corporation which does not
fall within the definition of a close corporation, the former shall be deemed not a
close corporation.

4. Educational Corporation.

An Educational Corporation is a stock or non-stock corporation organized to

provide facilities for teaching or instruction. They are governed primarily by
special laws, and suppletory, by the general provisions of the RCCP. Under the
RCCP, Sec. 107 of BP. No. 68 on Pre-requisites to incorporation has been deleted.

5. Religious Corporation.

A Religious Corporation is a corporation composed entirely of spiritual persons and

which is erected for the furtherance of a religion or for perpetuating the rights of
the church or for the administration of the church or religious work or property.
They are primarily governed by Secs. 107-114, RCCP and suppletory, by the general
provisions of Title XI on non-stock corporations insofar as they may be applicable.
 6. Corporation Sole.

A corporation sole refers to a series of successive individuals who hold the same
title or public office. A corporation sole is a single individual who, within the rights
of function or office, has the ability to take, hold, grant, or purchase land and
other personal properties. It is incorporated by (1) person and consists of (1)
member or corporator only and his successors, such as a bishop.

It may be formed by the chief archbishop, bishop, priest, minister, rabbi or other
presiding elder of a religious denomination, sect or church for the purpose of
administering and managing, as trustee, the affairs, property and temporalities of
such religious denomination, sect or church

7. One Person Corporation.

A One-Person Corporation (OPC) is a corporation with a single stockholder, who can

only be a natural person (who must be of legal age), trust or estate. As an
incorporator, the “trust” does not refer to a trust entity but rather pertains to
the subject being managed by a trustee.

The following cannot be an OPC:

1. Banks and quasi-banks, preneed, trust insurance, public and publicly-listed

companies, and non-chartered government-owned and controlled corporations;

2. A natural person who is licensed to exercise a profession may not organize as an

OPC for the purpose of exercising such profession except as otherwise provided
under special laws.

The OPC has a personality separate and distinct from the single stockholder.

8. Dissolution.

Dissolution is the act of bringing to an end. It is the act of rendering a legal

proceeding null, or changing its character. Signifies the extinguishment of its
franchise to be a corporation and the termination of its corporate existence.
 9. Liquidation.

Liquidation is the selling of the assets of a business, paying bills and dividing the
remainder among shareholders, partners or other investors. A business need not be
insolvent to liquidate. The winding-up of the affairs of the corporation, by reducing
its assets into money, settling with creditors and debtors, and apportioning the
amount of profit and loss.

10. Foreign Corporation.

A foreign corporation is one formed, organized or existing under laws other than
those of the Philippines’ and whose laws allow Filipino citizens and corporations to
do business in its own country or state. It shall have the right to transact business
in the Philippines after it shall have obtained a license to transact business in this
country in accordance with this Code and a certificate of authority from the
appropriate government agency.