Thanks for the video Atty. These are my takeaways on Part 1 of Corporation Code. -Corporation is an artificial being created by operation of law having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. - A corporation cannot exist without a primary franchise because it is a license to exist as a corporation; but, a corporation can exist without a secondary franchise since it is a license for existing corporations to conduct or transact their specialized business. - The way of formation, number of incorporators, commencement of judicial personality, powers, management, right of succession, extent of liability, term of existence, firm name, dissolution, and governing law taught me the distinctions between partnership and corporation. - There are various types of corporations, including public corporations, private corporations, de jure corporations, de facto corporations, stock corporations, and non-stock corporations, GOCC, Quasi-Public Corporations and close corporations. -PNRC is not a mere instrumentality of the state neither a private corporation, it is a sui generis or a class of its own. Fernandez, Patricia Jainah M. 2BSA-A
Thank you po, atty, for this comprehensive lecture. Listed below are the important notes I've gathered. Corporation Code of the Philippines or B.P. Blg. 68 Revised Corporation Code of the Philippines R.A. Act No. 11232 4 attributes of a corporation 1. Artificial Being- separate legal personality from owners -exist only in the eyes of the law (legal fiction) 2. Operation of Law - only a law (BP Blg. 68/RA Act no. 11232) can create a corp. 3. Right of Succession - has continuity, the death of a stockholder does not dissolve a corp. 4. Powers, Attributes, and Properties Expressly Authorized by Law or Incident to Its Existence -Sec. 36 of the Corp. Code lists the enumeration of the express powers of a corporation Ex. A corporation cannot undergo a contract of marriage for two reasons: (1) it is authorized to enter into a contract of marriage. (2) Section 1 of the Family Code states that marriage as a special contract is only between a man and a woman. A corporation has no gender though it is given its own personality and name. Primary Franchise -license to exist as a juridical personality issued by the SEC (Securities and Exchange Commission) Secondary Franchise -license of an existing corporation to perform or transact a specialized business. E.g. Mining, banks -accorded only to an existing corporation or to a corp. with primary franchise ABS-CBN can still exist as a corporation although the congress did not grant its renewal or franchise and NTC (National Telecommunications Commission) issued a cease and desist order against the corp. Distinctions of Partnership from a Corporation -A partnership is a consensual contract, formed through agreement of the parties and dissolve by any of them with no right of succession where its term of existence depends to its partners too while a corp. is made by law, can only be dissolve by consent of state and has perpetual existence (may forever dito) -Old corp. has corporation sole e.g. priest, rabbi w/c is formed for the purpose of administration of religious properties -In a corp, complaint must be filed in the name of the corp. (Derivative suit) -In a partnership, transferability of interest must be approved by all the partners (Delectus Personae) -Powers P- Art. 1306 C- Enumerated by law & by-laws Classes of Corporation As to state a. Public - for public good administrated by the Gov’t e.g. Brgy., Munisipyo (under R.A.) b. Private - organized for private purpose or benefit c. GOCC - created under special law, owned by Gov’t 51% of its capital stock d. Quasi-public - “semi” e.g. Meralco - private corp. rendering services imbued with public interest As to Legal status a. De Jure - complied complete requirement b. De Facto - exists with a flaw, falls short with the requirement of law. It can be collaterally attacked in any private suit c. Corporation by Estoppel - exist over a lapse of time e.g. Roman Catholic Church Philippine National Red Cross (PNRC) - PNRC was created by special law R.A. 95, not part of the gov’t nor a private corporation - PNRC is a class of its own or sui generis. It is regulated by International Humanitarian Law nad is treated as an auxiliary of the state
Thank you for the wonderful presentation, Atty. Reyes. Here are the key points I have learned from the discussion. The law which governs the Corporation is Batas Pambansa Bilang 68 while the Revised Corporation Code is Republic Act No. 11232 which was amended last February 2019. Corporation has own personality that is separate and distinct from the persons' composing it. Corporation defined as an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence. Partnership is governed by Civil Code while Corporation is governed by Corporation Code. There can be one-person corporation but only in the form of Corporation Sole. Quasi- Public Corporation is a private corporation which is incorporated by Corporation Code but also a public corporation due to business' public interest. PNRC is sui generis since it can be neither strictly private nor public in nature, meaning it has a class of its own. JALATA, JAMAECA M. 2BSA-B
Thank you so much for this video atty. Section 2 of the Corporation Code of the Philippines defines the corporation and in its definition, it enumerates the four attributes of a corporation which are: 1. Artificial Being -it means that a corporation is a person in the eyes of the law. 2. Created by operation of law -a corporation cannot be formed by mere agreement, and it is governed by the BP68, now amended by RA11232 3. Has the right of succession -it means that a corporation has a continuity, the death of the stockholder does not dissolve the corporation. 4. Has the powers, attributes and properties expressly authorized by law or incident to its existence. I have also gained more understanding about the difference between primary and secondary franchise. The former refers to the license to exists as a corporation with juridical personality. On the other hand, the latter refers to the license of a corporation to conduct a specialized business like mining, banking etc. I also learned the differences between partnership and corporation and the different classifications of a corporation. De jure corporation is a corporation that complied with all or substantial requirement of the law. On the other hand, de facto corporation still exists as a corporation but has no legal right to exist because of certain flaws or defects. Corporations by Prescription are those which are older than the code. Sui generis means class of its own.
Good day, Atty! Thank you for this informative video. Here are my take aways: - A Corporation is an artificial being, created by operation of law, having the right of succession and the powers, attributes and properly expressly authorized by law or incident to its existence. - Partnership is governed by the Civil Code while the Corporation Code covers the Corporation - Consent of the state is needed to dissolve a Corporation - A corporation cannot exist without the primary franchise but it can exist without the secondary franchise. - If the government owned atleast 51% of OCS of the Corporation then it is considered as GOCC - Through stipulation of partners, a partnership may arise while corporation can exist perpetually in accordance to the Revised Corporation Code - Philippine National Red Cross is not mere insturementality of the state. It is considered as a "sui generis" or a class of its own because it is regulated by the international humanitarian law and is treated as an auxiliary of the state. - If the corporation is neither public or a private corporation then it is a quasi-public corporation GALLEGO, MARY MAE B. 2BSA-B
Thank you for the lecture Atty. Reyes! And I have learned in your lecture are: • Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. • a primary franchise is a license to exist as a juridical personality, while the secondary franchise is a license to perform and transact a special business. • A corporation can only be dissolved by the state since it was created by operation of law. • Stockholders are liable only to the extent of their investment. • In order to determinate a corporation is under GOCC the share of stock must be owned by the government majority or at least 51% share of capital stock. Patalinghug, Gela Mae C. 2BSA-B
Thank you for this video lecture Atty. These are the key points I've learned: *Attributes of a Corporation -Artificial Being - Created by operation of law - Right of Succession - Powers, attributes, properties authorized by law. *Corporation can only be dissolved with the consent of the state. *A stockholder in a stock corporation has the right to transfer his/her shares without the consent of the other stockholder. *Corporation is governed by the corporation code, not by the civil code. *The status of the Philippine National Red Cross is special and has a structure of sui generis. Azada, Leonardo Daniel T. 2BSA-A
Greetings! Thankyou Atty. Reyes for creating this video. I've learned that: - A corporation can't exist without primary franchise, by which having a juridical personality can be had. And a corporation who will not retained secondary franchise can still exist but it will not engage in specialize business -LGU's in our city, baranggay and province are considered as corporation created by law -Meralco and Laguna water as Quasi-Public corporation - Having one member in a corporation before the revision of the corporation code in 2019 which is Corporation Sole, including the chief archbishop, bishop, minister, rabbi etc -Effect of mismanagement in corporation, a member who mismanage is sue under the name of the corporation. -The existence of De Facto Corporation even with the short of requirements of law -In book, Parent and holding company defined similar. Is there any distinction between the two? because they are explain separately in the slides. -PNRC is a class of its own/ Sui Generis :) -Danica De Vera
Thank you Atty for this video lecture. Here are my learnings for the part 1of Corporation Code - CORPORATION is an Artificial being created by operation of law having right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence (SECTION 2) - The difference between PARTNERSHIP and CORPORATION is that, a Partnership is a mere agreement while a Corporation is created by operation of law. Meaning it needs to undergo to strict compliance with the SEC - Its power is only up to the extent to what is provided in Corporation Code - A debt of stockholder will not affect or liquidate the corporation - A corporation can be dissolve with consent of the State - There are Classes of Corporation, and some of these are Public Corporation, Private Corporation, Domestic, Foreign, De Jure, De Facto, Stock and Non Stock. - There are two kinds of franchise, Primary and Secondary - Primary Franchise is franchise to corporation which granted by the State - Secondary Franchise is granted to an existing corporation where there are different rights, privileges, power which is not a pre-requisite for corporate existence Turico, Kian John Ace C. 2BSA-A
Thank you for the lecture attorney! These are the things that I've learned in this episode. - The law that governs every corporation in Philippines is the "Batas Pambansa bilang 68" and revised to be "The Republic Act. No. 11232" or the "Revised Corporation Code of the Philippines". - 4 attributes of a corporation. *Corporation is an artificial being - It has a separate personality given by law (having its own separate name, right to file cases, acquire and poses property, transact business, and go into contract), but cannot act like a natural person (no gender, feelings, and emotions), it only exist in the eyes of the law. *Created by operation of law - Created by not mere agreement, but by law. The corporation comes to existence only after the approval of the law (after the insurance of the certificate of incorporation by the SEC). *Has a right of succession - Corporation has the right of continuity (the corporation personality, and artificial identity remains the same even with frequent changes with its members or stockholders, even through death.). * Has the powers, attributes and properties authorized by law or incidental to its existence - It can only act not physically, but through its board but only those that are granted by law. - Primary Franchise vs Secondary franchise. *Primary franchise is the license for the corporation to exist as a juridical person. If there is no primary franchise, a juridical personality cannot be acquired and no corporation shall be made. *Secondary franchise is a license granted to a corporation in order to have the rights and privileges only to perform a special action or specialize business. Note: Secondary franchise is given only to those existing corporation or those who have the license of primary franchise. In other words, secondary franchise does not create the juridical personality of a corporation, however, having no secondary franchise and those secondary franchise are dissolve does not mean that a corporation will lose its juridical personality. - Partnership vs Corporation *Manner of creation (note: connect to dissolution for better memorization) P - By mere contract (consensual contract; by agreement of partners) C - through law *Manner of dissolution P - By agreement of the partners or by the will of any partners. C - Only the state can dissolve the corp. (through law or the government) *Number of Incorporators P - By only two partners C - At least five incorporators. Exemption (corporation sole). But under the Revised corporation code, a one person corporation is accepted. *Juridical personality P - The execution of the contract ( meeting of the minds) C - After the insurance of the certificate of incorporation by the SEC. *Powers P - Any power authorized by the articles of partnership but is not contrary to law, morals, good custom, public order, and public policy. C - Only those provided by law (Those under the revised corporation code of the Philippines) *Management P - All the partners (exemption. agreement of the partners) C - Board of directors *Effect of mismanagement P - Partner vs Partner C- Trustee vs Corporation (derivative suit) *Right of succession P - No C - Yes *Liability to Third Person P - Personally liable (expt. Limited partners) C - Limited, only to the extent of their investment *Transferability of Interest P - Principle of Delectus Personnae ( cannot transfer without the consent of the partnership or all the partners because of trust and confidence). C - Has the right to transfer even without the consent of others. *Terms of Existence P - can be established any time and can exist any period of time C - old corporation code; can exist for only 50 years subject to renewal , Revised corporation code; Perpetual life ( expt. if the art. of corp. provide a term) *Firm name P - it is limited the partnership must include Ltd. to its name. C - Any name in accordance to law, morals, good custom, public order, and public policy (expt. Same name to other corporation) * Governing law P - Civil Code C - revised Corporation code of the Philippines - Classes of Corporation (Public vs Private vs GOCC vs Quasi- Public corp) * Relation to the state Pu- Formed and organized by the state for public use and public good. Pr- Formed and organized by privates parties for personal and private use and good. It can be stocked or not stock. G - Created by special laws or charter and treated as a private corporation but publicly controlled and owned. ( For stock corp - Majority of its stock is owned directly or indirectly by the government in stocked corp. For non stock corp - Majority of its members are govt personnel. Q Pu - A private corporation which engage in public business for public interest and common good. (example; water district) * Place of incorporation (Domestic vs Foreign) D - Formed, organized and mandated by the laws in the Philippines F - Formed, organized and mandated by the laws other than those of the Philippines * Legal Status De facto - an existing corp but not all requirements are complied ( can be attacked by quo warranto). De jure - an existing corp that complied with all requirement Corp by estoppel - A corporation without authority (fake corporation) Corp by prescription - a juridical personality is considered by the age and followers *Existence of stock Stock - authorized to distribute stock for capitalization and distribution of dividends for profits. Governing body (BOD) Non- stock - no part of its income is distribute. Governing body (BOT) *Management and control Holding company - holds and control another company for purpose and not for investment Affiliate company - Company who shares the control of the company Parent - controls the subsidiary Subsidiary - a corp where more than 0% of the voting stock is controlled by 1 or more intermediaries by other corp. *Number or member Aggregate - 5 or more Sole - 1 Li ban vs Gordon PNRC is not a GOCC, not a private corporation, not a public corporation, but a sui generis.
Thank you for this Atty. some of my key points are as follows: Corporation has four attributes: • An artificial being • Created by the Operation of Law • Has the right of succession • Has the Powers, attributes and properties expressly authorized by law or incident to its existence Primary Franchise is the license to exist as a juridical personality while secondary franchise is accorded only with corporations that has primary franchise. De jure corporation is a corporation that complies with the legalities required by the law while a De facto corporation has a flaw on its requirement but still has the powers just like de jure corporation. Philippine National Red Cross is neither strictly private nor public in nature; it has a class of its own. It is sui generis. Capillo, Aiberlyn C. 2BSA-A PNC
thank you po atty. Here are some parts that I have learned in Part 1 Corporation Code - Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence. - A corporation can only be dissolved with the consent of the state. - A corporation may exist without the secondary franchise but without primary franchise, it cannot. -Corporation by estoppel - all persons who assumes to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities, and damages incurred or arising as a result. - The Roman catholic church is a corporation by prescription, with acknowledged juridical personality -Philippine National Red Cross, created by special law is not part of the government and is not a private corporation. It has its class of its own
Good Day, Atty! Thank you, Atty for this video lecture. Here are my takeaways from this video lecture: The corporation is an artificial being created by operation of law having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence. (Sec 2) The corporation has its personality or identity separate from its directors and stockholders, created by law and not by agreement, the corporation has continuity and it can exercise only the powers granted by law. The corporation is created by operation of law while Partnership is created by mere agreement of the partners. Only the State can dissolve the Corporation while in Partnership it can be dissolved by the will of the partners. The difference between primary and secondary franchises is: Primary franchise is the license of the corporation to operate as a legal entity while the Secondary Franchise is a license that allows the corporation to engage in a specialized business. The difference between de jure and de facto corporation. Philippine National Red Cross is a sui generis meaning it is a class of its own. Lopez, Rea Mae P. 2BSA-A
Good day Atty. These are my key takeaways from your video lecture: •Corporation is defined as an artificial being created by operation of law. Basically, a corporation exists only in the eye of the law. It is separate and distinct from its owner. •In terms of franchise, just because corporation will not be able to retain secondary franchise, it does not mean that it will lose its juridical personality or existence. It will remain as corporation. •I also learned about the distinctions between a partnership and a corporation. •Public Corporations are organized for the government of a portion of the state, it is created by law. •Private Corporations are formed for some private purposes, benefit or end. It may be either stock or non-stock. ∆Stock Corporation - created and operated for the purpose of making a profit which may be distributed in the form of dividends. ∆Non-stock Corporation - do not issue stock and are created not for profit but for the public good and welfare. •Government owned and controlled corporation (GOCC) - agency organized as a stock and non-stock corporation. It is considered as GOCC if majority of 51% of stocks are owned by government. •Quasi-Public Corporation - cross between private corporation and public corporation. •De jure corporation - is a corporation existing in fact and in law. It completes all statutory requirements. •De facto corporation - is a corporation existing in fact but not in law. •Corporation by prescription or one which has exercise corporate powers for an indefinite period. Thank you so much for this video lecture! Melendrez, Jonalyn C. 2 BSA-B
Thank you, Atty! I've learned that: -Corporation is an artificial being only in the sense that the corporation only exists on the eyes of the law. -A death of a stockholder does not dissolve the corporation. -Corporation can only be dissolved by the state. LICO, ERIKA ANN L. 2BSA-A
Thank you for the clearly expressed lecture Atty. In this episode, I have learned that: - Without the primary franchise, no juridical personality may exist. But a corporation can exist even without the secondary franchise. - A partner can sue a co-partner in a partnership but in a corporation, it is called the derivative suit in which the member can file in the name of the corporation. -A partner cannot transfer his rights or privileges without the consent of ALL of the other partners, while in a corporation, a member can transfer without prior consent. - A corporation has perpetual existence. A partnership may end at any period of time. - GOCC" is treated as a private corporation in which the Government owns or controls at least the majority or 51% of the capital stock. - A Quasi-Public Corporation is in between private and public corporations. - A De Jure Corporation is organized in accordance with the requirements of the law. - A De Facto Corporation exists a flaw in its incorporation. - A Roman Catholic is an example of a corporation by prescription in which an institution is antedated by a thousand of years. - A corporation sole is managed by a bishop, minister, or rabbi. - PNRC is not considered as an instrumentality of the state.
JANNIÑA L. WENCESLAO Thank you for this lecture Atty.! The key points that I gathered during the discussion are: • Corporation being an artificial being has its own personality separate and distinct from the persons composing. It is existing only in the eyes of law or by legal fiction only and it is only the law that creates a corporation. Also, having the right of succession, it has continuity regardless of what happened to stockholders. Moreover, having only the powers, attributes and properties granted to it by law, can be exercised as an offshoot of it being an artificial being whereby if a certain power has not been expressly granted to a corp. or that the power does not exist incidentally, it cannot be exercised. • Primary Franchise is a license(issued by the SEC) to exist as a franchise, without this there is no juridical personality can be had. On the otherhand, Secondary Franchise refers to the license of existing corporation to perform or transact specialized business whereby having the fact of not being retained does not mean the corp. is dissolved, it actually can remain to exist but it cannot engage only to specialized business. • In the distinctions of Partnership and Corporation where because partnership is created by agreement it can also be dissolved by agreement. Meanwhile, Corporation being created by law can only be dissolved by the State. Moreover, in partnership a partner can sue a co-partner who mismanages while when it comes to corp, if wanted to sue a member of the board, complaint must be file in the corporation being called as derivative suit. When it comes to transferability of interest, in partnership there is the Principle of Delectus Personnae where before admission of a person, must be approved by all members and that is because admission is on the basis of trust and confidence while in a corp. stockholders can just tansfer or sell shares without prior consent to other stockholders since purchase of shares in a corp. has no existing trust and confidence among the stockholders. • Public Corp. created by law with existing Republic Act where organized for the purpose of governing a portion of the state while Private Corp. is incorporated under Corp. Code where there is a need to register in SEC invoking the general law of the Corp. Code and is organized for some private purpose, benefit or end. • If government, directly or indirectly owns shares of stock of at least majority (51%) of capital stock, it is considered GOCC. • SUI-GENERIS is a class of its own being regulated by international law and auxilliary of the State like in the case of PNRC.
Thank you for this video lecture atty! In this video I learned that the Corporation is not created by the agreement of stock holders but it's created by reason of law which is Batas Pambansa bilang 68 now RA Act. 11232 the revised corporation code of tje Philippines. On the other hand partnership is created by the agreement of the partners being consensual in nature of corporation. Attributes of corporation : - Artificial Being - Created by Operation Of law - Has Right of succession - Has the Powers, attributes, and properties expressly authorized by the law. Corporation is artificial being only the power, attributes and properties granted to it by law can be exercise. Mercolita, Mary Ann C. 2BSA-B
Good Day Atty. Thank you for sharing this informative video. In this video I learned that: Partnerahip is a consentual contract or nominate contract l Single person ❌ partnership Contribute 3 things - Money -Property - Industry Common Fund- Assets of the partnership Professional Partnership - Practice a Profession 3 Formalities Requisites Real Rights Properties 1. Written Instrument 2. Contract must be in public instrument with inventory signed by parties 3. Registered in Registry of Deeds * Amounting 3000 or more must be in public instrument and register in SEC but non registration is not mandatory. Still it had a juridical Personality. ELEMENTS: 1. Consensual- mere consent 2. Nominate- Special name in law 3. Bilateral- Rights and obligation between parties is reciprocal 4. Onerous- Give something 5. Cummulative- Undertaking of the parties are same or equal. 6. Principal- Does nit depend on other contract 7. Preparatory- Entered into means to an end DELECTUS PERSONAE - No one become member w/o consent of all partners. GUTANG, JOEBELLE D. 2BSA-A
Thank you for this video lecture, Atty! I learned that: 1. The attributes of corporation is - artificial being - created by operation of law - have the right of succesion - have power, attributes, and properties authorize by law or incident to its existence. 2. The difference between corporation and partnership 3. The PNRC is a class of its own. It is not public nor private 4. Eleemosynary corporation is organized for charitable purposes. Estillero, April Vannah Mae E. 2BSA-A
Thank you for sharing this video lecture, Atty. Here are the learnings that I got from watching your video: - A corporation is an artificial being that it exists in the legal fiction only. It is created by law, thus it exists in the eyes of law only. - A corporation has a perpetual existence already in the Revised Corporation Code. - Without a primary franchise, a corporation would not have a juridical personality. - The basis of admission in the partnership is trust and confidence of all the partners unlike in a corporation where you can just purchase stocks and be one of its owners. Desate, Patricia S. 2 BSA-B (BLR)
thank you po atty for another lecture. I have learned that 1. the corporation only exist in the eye of the law or exist in the legal fiction 2. the corporation has continuity and the debt of the stockholders does not dissolve the corporation 3. only the powers, attributes and properties granted or provided by the law can be exercised by the corporation 4. Distinction between primary and secondary franchise is that the primary franchise is a licensed to exist as a corporation while secondary franchise are certain rights and privileges conferred upon existing corporation 5. without primary franchise, no juridical personality can be had. also, a corporation may not exist without primary franchise but it can exist a secondary franchise and just because a corporation will not be able to retain its secondary franchise does not mean the corporation will dissolve. it can remain to exist as corporation but it cannot engaged in a specialized business 6. in partnership, it may be organized by two persons but in corporation, there must be atleast 5 incorporators or if in Revised Corporation Code OPC, it can be formed by a single person 7. partnership acquire separate juridical personality at the time of execution of the contract which is different in a corporation where it can acquire its separate juridical personality ONLY from the date of issuance of the certificate of incorporation by the SEC 8. suit against the member of BOD or trustees who mismanages must be in the name of corporation 9. stockholders when it comes to the debt to third person are only liable to the extent of their investment 10. the name of the corporation should not be in the same name or not identical to the name of an already existing corporation. thank you po again atty. and God bless! NANGCA, Marjeth v 3 BSA - B
Good day Atty. Reyes! Thank you for this comprehensive lecture. Here are some key points that I have learned from you: ♡ The elaboration of the distinction of Primary and Secondary Franchise makes the issue of ABS-CBN clear for me. And as you emphasize, just because a corporation will not be able to retain its secondary franchise does not mean that it will lose its juridical personality or the right to exist as a corporation. ♡ The distinction of Partnership and Corporation were discussed clearly. ♡ De Facto Corporation as distinct to De Jure Corporation, which is organized in accordance with the requirements of the law, exists a flaw in its incorporation. ♡ Sui Generis. I am not familiar with this at first but I have learned from this lecture that it is not a public corporation nor a private one. And PNRC is an example of this thus, it is not part of the government. SURIO, ROSE T. 2BSAA
Thank you sir for this video. this are some of the points that I have learned: * Batas pambansa blg.68 (corporation code of the phil.0 as amended by RA no.11232 (revised corp code of the phil) governs the corparations. *memorze section2! * Attributes of a Corporation - capacity to contract and transact business -creature of law -strong juridical personality -creature of limited powers * A corporation may not exist without a primary franchise but it can exist a secondary franchise. *A corporation can still have a juridical personality without reataining the secondary franchise but it may not engaged in a specialized business. *Corporation can only be dissolved by the state. * Corporation will commence to exist only from the date of the issuance of the certificate of incorporation. *There can be a sole corporation both in the old corp law and revised corp law. ex: corporation formed by priests and pastors. *Corporation powers are limited by law. * Corporation is managed by board of directors or trustees. *Suit against a member of the board of directors or trustees who mismanages must be in the name of the corporation. *Creditors of the corporation may not go after the personal properties of the stockholders. *Shares can be transferred without prior consent of other stockholders. *Corporation has perpetual existence unless the articles of incorporation will provide other term. *A limited partnership is required by law to add the word "Ltd." to its name. *A corporate may be anything provided that it is not identical with other corporate names. *Classes of Corporation IN RELATION TO STATE -public (orgainzed for government) -private(may be stock or non-stock) -GOCC (created under special law or charter, at least a majority or 51% share of the stock is owned by government.) -quasi-public (private corporations that is imbued in public interest ex:meralco) AS TO PLACE OF INCORPORATION -domestic -foreign AS TO LEGAL STATUS - de jure (in accordance of law) memorize! - de facto (falls short of the reqs of law) -corp by estoppel -corp by prescription AS TO EXISTENCE OF STOCKS -stock -nonstock AS TO RELATIONSHIP OF MANAGEMENT AND CONROL -holding -affiliate -parent and subsidiary -JUNIO, RACHEL JOY V. 2BSA-B
Thank you Atty. for these video lectures, and here are my takeaways in this video lecture - Corporation is an artificial being that can be sued and can sue under its name. - Losing secondary franchise does not equal to losing its juridical personality because secondary franchise is only a license to operate a specific activity not a license to operate as a legal entity. - Corporation composed of a single person is already exist in the Corporation Code, this is what we called a Corporation Sole which mostly composed of Priest or Rabbi - On Liban vs. Gorgon, Gordon is in favorable since PNRC is a sui generis, a class of its own meaning it’s neither a strictly private nor public corporation, thus Gordon can be the chairman of the board and at the same time a senator of the Philippines. Agdefaa, Cristine 2BSA-B
Thank you po for the video. Key points I have learned: Without Primary franchise a corporation cannot exist but a corporation can exist even without secondary franchise. It can remain to exist as a corporation but it may not engage in a specialized business. Secondary franchise is for existing corporation conducting specialized business. Under the old corporation there can be a one person corporation but only in the formed of corporation sole. Barangay Sala and Municipality of Cabuyao is a Public Corporation. GOCC - majority or 51% of the shares of stock is owned by the government. Quasi-Public Corporation is actually a private corporation, incorporated invoking the corporation code and registered to SEC but considered by law as Quasi-Public because it is imbued with public interest. For the common good. Roman Catholic Church is a Corporation by prescription. PNRC is a class of its own, "sui genesis".
Thank You for this Lecture, Atty. The following are my key takeaways in this lecture: Firstly, I have learned that a Corporation has four attributes: an artificial being, created by operation of law, has right of succession, and has the powers, attributes, and properties expressly authorized by law. Secondly, that a corporation may exist without a secondary franchise but cannot exist if they don't have a primary franchise. Thirdly, only the government has the ability to dissolve a corporation since a corporation is created by the law. Lastly, a corporation is governed by the corporation code while a partnership is governed by the civil code. RAFLORES, Kate Alison P. 2BSA-B
Thanks for the lecture atty. I have learned *A corporation exist only in the eyes of the law. Has the powers attributes and properties that can be exercised, enters into contracts and has continuity because of strong juridical personally for the right of succession. * Primary Franchise is a franchise to exist as a corporation. Licensed to exist as a juridical personality . *Secondary Franchise are certain rights and privileges conferred upon existing corporations. *Corporation who didn't retain secondary franchise doesn't mean that it will reduce its juridical personality. It can still exist as a corporation but it may not engage in specialized business. *Only the state or government can dissolve the corporation *Corporation is governed by Corporate Code *Priest can register as Corporation Sole for the purpose of administration of its properties. *Quasi-public corporation is neither a public or private corporation. Alcobendas. 3 BSA-B
thank you atty. things I've learned: - a corporation which doesn't retain its secondary franchise doesn't mean it loose the juridical personality or existence - it is retain as corporation but cannot engage in specialized business (ABS-CBN) - under revised corporation code, corporation has perpetual existence - firm name should not be identical or similar to other firm - public corp is created by law while private corp is under corp code - GOCC - atleast a majority or 51% capital stock belong to the government
Thank you Atty. for the lecture. The lesson I learned are: - Just because a corporation will not be able to retained its secondary franchise, it doesn't mean it will loss it's juridical existence. It will only can't engage in specialize business. - If you want to sue a particular member of BOD/BOT the complaint must be filed in name of Corporation or the Derivative suit - The corporation is considered as GOCC when the government indirectly/directly owns AT LEAST a majority of 51% share of the capital stock - Corporation by Prescription means it existed as an entity for so many years - Mining oil companies, stock exchanges, banks, insurance companies, public utilities, educational institutions and corporations are not allowed to incorporate as close corporation
Thankyou po ulit ATTY. this time, ang natutunan ko naman po ay: - A corporation can exist without a secondary franchise, but cannot exist in the absence of Primary franchise - Non-stock corp = Board of trustees - Sui Generis = Strictly private nor public in nature - ExamplePhilippine national red cross - A stockholder can file a complaint by the name of the corp - In GOCC, shares must be majority or at least 51% of capital srock -
Thank you for this wonderful lecture Atty., these are the thing I've learned from this episode: - Corporation is just like a human person. Given by law its own personality although it cannot exist as a natural person. Corporation exists only in the eyes of the law no it is a mere creation of the law. - Just because a corporation will not be able to retain its secondary franchise does not mean that it will lose its judicial personality or its existence it can it can remain to exist as a corporation but it may not engage in a specialized business. - Corporation may not enter into a mining activities without license from the mines and geosciences and the bureau. Reformo, Princess Cyra D. 3BSA-A
Thank you po Atty! I Learned in this video that -A corporations is an artificial being -The difference between a Partnership and Corporation -The Different Classes of Corporation Archimedes Jarod R. Argosino 2BSA-A
thank you for the lecture po atty keypoints there are 4 attributes of a corporation - artificial being- corporation is like a human being, law has been given its personality that is separate and distinct from the persons composing it; exists only in the eyes of the law - created by operation of law - RCC, only a law can create a corporation - right of succession - it has a continuity; death of a stockholder does not dissolve a corporation - powers, attributes and properties expressly authorized by law or incident to its existence - only the powers, attributes and properties granted by law can be exercised by the corporation because it is an artificial being primary franchise = license to exist as a juridical personality issued by SEC ; no primary franchise no juridical franchise secondary franchise = license to perform or transact a specialized business
Thank you for this video lecture atty! Here are my takeaways: Corporation is an artificial being created by operations of law having the rights of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. This means corporations is not a natural being that have feelings or emotions, yet still considered a being but only artificial because it also have a juridical personality separate from its stockholders or members. This is where the doctrine of separate juridical personality is emphasized. Doctrine of separate juridical personality means a corporations have the right to bring action and is liable only to corporation and not for the stockholder’s property and liabilities. The same goes with the stockholders or members of the corporation. Hence a corporation have the capacity to enter into a corporation and able to transact business. However, in the doctrine of piercing the corporate veil may prevail when there is fraud omitted by the stockholders. It means the separate juridical personality is disregarded. Additionally, it is created by operations of law as the corporation may only exist when it is granted and authorized by state. A corporation have perpetual existence though in an old corporation it only exists up to 50 years. It has the rights of succession where in even a shareholder died or decided to leave the corporation, the corporation will not lead to dissolution as it will only be dissolved by the state. Lastly, corporation have limitations. Only those powers, attributes, and properties will be controlled and can exercise by the corporation which are expressly authorized in this Code or incidental. A corporation will only exist upon the issuance of certificate of incorporation by Securities and Exchange Commission with its official seal. There are also different classes of corporation. It can be a stock corporation (for the purpose profit-making and there is a distribution of dividends to its stockholders) or a non-stock corporation (there is no issuance of stock and not for profit, therefore no distribution of dividends), corporation aggregate or corporation sole, public corporation or close corporation, ecclesiastical corporation or lay corporation, eleemosynary corporation or civil corporation, domestic corporation or foreign corporation, public or private corporation, de jure corporation (where there is absolutely valid and strictly complied with all statutory requirements) or de facto corporation (is a valid corporation but there are flaws executed by them) , corporation by estoppel (in fact not a corporation, but considered as a corporation by the parties involved), quasi-public corporation or government owned or -controlled corporation, and holding, affiliate or parent and subsidiary companies. A corporation created under special law is subject to constitutional limitations owned and controlled by the government. Meaning, 51% of the shares of capital stock is owned by the government. There are also different classes of shares, as well as the different kinds of preferred shares. As a general rule, no shares shall be deprived of voting rights. Except to founder’s share, redeemable share, and treasury shares. A corporation is composed of incorporators, wherein they must be a natural person, must be of legal age, must own at least 1 share of stock, and majority of them must be a Filipino resident. They are originally who executed, mentioned, and signed in the Articles of Incorporation. A corporator as distinguished by incorporator, they are the ones who compose a corporation. They can be in minor age. In a stock corporation, they are called stockholders, while in a non-stock corporation, they are called as members. Yaldua, Justine Mae B. 2BSA-A
Thank you atty. for another lecture. in this episode I've learned that: - A corporation is created by operation of law and therefore it can only dissolved with the consent the State. - Death of a stockholder does not dissolve the corporation. - Without a primary franchise a corporation has no juridical personality - Only the law can create a public corporation - A corporation is a GOCC if atleast a majority or 51% of the share of the capital stocks is owned or controlled by the Government. - The PNRC is a class of its own being neither a private nor public in nature.
These are the things i have learned from the lecture -Corporation may not exist without a primary franchise but can exist in secondary franchise -Secondary franchise is accorded only to an existing corporation -Just because the corporation is not able to retain its secondary franchise does not mean that it will lose it juridical personality -Remain as a corporation but may not engage in a specialized business -If a corporation is created by operation of law then it can only be dissolved with the consent of the state -Government owned or controlled corporation are corporations created under a special law or charter -Quasi public corporations are those that have business imbued with public interest Thank you, Atty
Thankyou atty. for this lecture. Here are some key points that I have learned in this episode: - A corporation can only be dissolved with the consent of the state. - The distinction between a primary franchise and secondary franchise. - A corporation may not exist without a primary franchise. The fact that the corporation will not retain its secondary franchise does not mean that it is dissolved or does not mean that it will lose its juridical personality or its existence. It can remain to exist as a corporation but it may not engage in a speacialized business. - Stockholders are liable only to the extent of their investment. - Classes of corporation - Philippine National Red Cross (PNRC) is not part of the government. It is created by virtue of R.A. No. 95
Thank you for yet another lecture Atty. Here are the things that I have learned from your lecture: - Just because a corporation will not be able to retain its secondary franchise does not mean that it is dissolved. It will not lose its juridical personality or its existence. It can remain to exist as a corporation but it may not engage in a specialised business. - Any corporation may be considered a close corporation except those declared to be vested with public interest. - A partner in a partnership cannot transfer his interest without the consent of other partners. - A stockholder in a corporation may transfer his shares without the consent of other stockholders. - In classes of corporation *Public Corporation - created by law. *There is a Republic Act. Private Corporation - incorporated under the corporation. No Republic Act. *GOCC - reated under special law or charter. Private not public corporation. To determine: the share of the capital stocks owned by the government should at least a majority or 51%. *Quasi-Public Corporation - A cross in between private and public corporation. Usually school and water districts. Actually private corporations registered with the SEC organised or incorporated invoking the corporation code, but considered as Quasi-Public Corp because of the kind of business they are engaged in (imbued with public interest / for the common good of the public) Ex: Meralco *De Jure Corporation - A corporation organised in accordance with the requirements of law. All requirements complied. Cannot be successfully attacked even in a direct proceeding by the state. *De Facto Corporation - A corporation existing with a flaw, it falls short of the requirements of law. It exists for all practical purposes as a corporation but has no legal right because of some defect or flaws in its requirement. Can be collaterally attacked in any private suit. *Corporation by Estoppel - all persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof. *Corporation by Prescription - because of the lapse of so many years, existing as an entity for so many years, immemorial. The law accorded it its own juridical personality. Ex: Roman Catholic Church RELIMBO, ROSE ANGELIQUE R. 3BSA-B
Good day Atty. Reyes! These are my takeaways in your discussion. I learned about the definition of Corporation which is defined as an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. The classes of corporations which is the Public, private, GOCC and Quasi-Public corporations. Corporations acquire juridical personality from the date of issuance of the certificate of incorporation by the SEC under its official seal. Corporation's existence is perpetual in nature. -Danica Leene Gabarda 2BSA-A Pamantasan ng Cabuyao
Thanks for the comprehensive lecture, Atty. I've learned that: • Batas Pambansa Blg. 68 is the law governing the private corporations in the Philippines but then amended to Revised Corporation Code (R.A 11232) on Feb 2019 • Attributes of a Corporation are as follows: 1. It is an artificial being 2. It is created by operation of law 3. It has the right of succession 4. It has the power, attributes and properties expressly authorized by law or incident to its exiatence • The distinctions between a partnership and corporation • Classes of Corporations that are not enumerated in the book such as: 1. Classes of Corporation as to the Relation to Management and Control a. Holding Company b. Affiliate 2. As to purpose of Incorporation a. Municipal Corporation b. Religious Corporation c. Educational Corporation d. Charitable, Scientific and Vocational e. Business Corporation • Case of Philippine National Red Cross on whether it is a public or private corporation. Nessa Mie M. Alumbro 2BSA-A
Thank you Atty. These are what I've learned. 1. 4 attributes of corporation: (1) An artificial being (2) Created by operation of law (3) Has the right of succession (4) Has the powers, attributes, and properties expressly authorized by law or incident to its existence 2. When one wants to file a case against a board member, it will be executed in the name of the corporation other known as derivative suit where the rights of corporation was violated 3. Corporation is created by law or by operation of law therefore it can only be dissolved with the consent of the State.
Thank you Atty. for this fruitful lecture of yours. Some important notes I've written are as follows: • A corporation does not mean it has lost its juridical personality when it has lost its secondary franchise. • The old corporation code allows a kind of corporation composed of single person in case for the priest, rabbi for the purpose of administration of its properties. • In case of mismanagement in the corporation, the stockholders may file a complaint in the name of the corporation (Derivative Suit) • Quasi-Public corporations are actually private corporations. They are viewed as quasi-public because the type of business that they are engaged in involves the interest of the public. Even so they are created as how private corporation was created.
Thank you po atty. I have learned in this discussion that: - Corporation only commences its juridical personality upon issuance o the certificate of incorporation provided by the Securities and Exchange Commission. - Corporation with primary franchise can still exist as a corporation even though do not have license to transact into specialized businesses. - Corporation does not dissolve or loose its juridical personality even though does not retain its secondary franchise. - Powers of the corporation are those only expressly granted by law or implied from those granted compared to powers of partnership which are those authorized by all partners. DIA, KRISTEL S. 2BSA-A
Thank you, Atty. Reyes for the very clear lecture. These are some points I've remembered: 1. Connect the manner of creation and way of dissolution of both partnerships and corporations. If a partner is created by mere agreement, it is also dissolved in such a way. A corporation is created by law so it may also be dissolved by law, by the consent of the State. 2. There is also a single person corporation in the Old Corporation Code. It is called the corporation sole. 3. Admission by a partner in the partnership is on the basis of trust and confidence, which is very different from a corporation. REYES, JIAN KARLO P. 2BSA-A
Thank you Atty. for making a video lecture. Here are the lists of what I've learned: Primary Franchise is the license to exist as a juridical personality. It is issued by SEC. Without a primary franchise, no juridical personality can exist. Corporation is an artificial being created by operations of law, having rights of succession, and the powers, attributes and properties expressly authorized by law. A secondary franchise is accorded only to a existing corporation. Corporation still exist without it.
Thank you for your lecture sir, I'm Nicolle Saliba and here are the points that I've learned: - Corporation is an artificial being, created by operations of law having the rights of succession, powers attributes and properties expressly authorized by law or incident to it existence. - Primary Franchise is the license to exist as a juridical personality. -Secondary Franchise accorded only with corporations that has primary franchise. -Public Corporations were formed for governing small portions of the state.
Thank you for this informative lecture Atty! The following are the things that I learned form this video: - Corporation is an artificial being which is in the sense that a Corporation exist only in the eyes of law. Which exist only as a legal fiction. - It is an operation created by law, which is unlike in the partnership that consensual in nature or it is perfected by mere agreement, a corporation is not created by an agreement of its stockholders but it is created by the reason of law. - Secondary franchise refers to a licensed of an existing corporation to perform or transact a specialized business. - Corporation can only be dissolve by the consent of the state. -Powers can only be exercise only in the powers expressly granted by law or implied from those granted or incident to its existence. -It is clear that a corporation is considered GOCC or government owned or controlled corporation only when the government directly or indirectly owns or controls at least majority or 51% of the capital stock. Mendoza, Joyce Anne E. 3BSA-B
Thank you for this lecture, Atty! Batas Pambansa Blg. 68 ( Corporation Code of the Philippines), while the new amending law is Republic Act No. 11232 (Revised Corporation Code of the Philippines) Primary Franchise - it is the license to exist as juridical personality issued by SEC. Secondary Franchise - refers to a license of an existing corporatiom to perform or transact a specialized business. GOCC or Government Owned or Controlled Corporation - the share of stocks must be owned by the government or at least majority or 51% share of the capital stock. Quasi-Public Corporation - are imbued with public interest like Meralco they provide the electricity in the household. Philippine National Red Cross (PNRC) - it can neither be classified as an instrumentality of the State.
Thank you for the lecture, Atty. Here are some of the key points that I have learned: -A corporation can exercise only the powers expressly granted by law or implied from those granted or incident to its existence . -A corporation can exist without a secondary franchise. But, without a primary franchise, a partnership may not exist, it has no juridical personality. -A corporation is created by law or by operation of law therefore it can only be dissolved with the consent of the State. -A corporation commences to exists only from the date of the issuance of the Certificate of Incorporation by the Securities of Exchange and Commission. -The term of existence of a corporation is perpetual. -A corporation is governed by the Corporation Code -A de jure corporation is organized in accordance with the requirements of the law while a de facto corporation falls short of the requirements of law. -Philippine National Red Cross, created by special law is not part of the government and is not a private corporation. It has its class of its own.
Thank you again for the Lesson Atty. Here are some key point that I learned in the video - Corporation as an artificial being created by Law, as a connection to this rule only the state itself can dissolve a corporation - A primary franchise may exist without a secondary franchise but a secondary franchise cannot exist without a primary franchise - Corporation sole is a one-person corporation authorized only for bishop, priest it is different from the OPC in the revised corporation code - When a partner in the partnership mismanage that affairs of the partnership the partner can sue the partner, while in a corporation when the board of directors mismanages the corporation the stockholder must complain through a derivative suit - Public Corporation are those corporations formed or organized for a government or portion of the state, while Private Corporation are those formed for some private purpose, benefit, or end; it may be stock or non-stock
Thank you for this lecture Atty! Here are some of the key points that I have learned from this lecture: - The governing law of Corporation is Batas Pambansa Blg. 68 (Corporation Code of the Philippines). As February 28, 2019 the Revised Corporation Code of the Philippines (RA No. 11232) amended the old law. - Corporation is an artificial being only in the sense that the corporation only exists on the eyes of law and it has its own personality separate and distinct from its stockholders or members although it cannot exist as a natural being. - A stockholder can transfer his share without the consent of the other shareholders. - A corporation cannot exist without primary franchise while secondary franchise is the license of an existing corporation to perform specialized business. Lose of a secondary franchise doesn't make a corporation dissolved, it is only be dissolved with the consent of the state. - A corporation can only be dissolved by the state. - De Jure corporation cannot be successfully attack even if a direct proceedings by the state while De facto corporation can be collaterally attack. - The corporation which at least 51% share of the capital stock owned by the government is considered as a GOCC and it is treated as private corporation. Plancia, Sheila Mae M. 2BSA-B
Thank you for another lecture Atty. I have learned that: -A corporation may not exist without a primary franchise but it can exist with a secondary franchise. - Just because a corporation will not be able to retain its secondary franchise it does not mean that it will lose its juridical personality or its existence. It can remain to exist as a corporation but it may not engage in specialized business. - The juridical personality of a corporation will commence to exist only from the date of issuance of the certificate of incorporation. - In partnership, a partner can sue a co-partner who mismanages. In corporation, suit against a member of the board of directors or trustees who mismanages must be in the name of the corporation. - Quasi public is between a public and a private corporation. They are organized invoking the corporation because of the kind of the business they are engaged in. The business is imbued with public interest that is why the law treats them as semi-public corporation. God bless Atty!
Good day Atty. Reyes! Thank you for this video presented to us. As it was mentioned on this Part 1 lecture about the Corporation Code of the Philippines its definition, classifications of corporations, distinctions between partnership and corporation and additional information regarding the issue of Philippine National Red Cross. A. It is an artificial being. Wherein it has a capacity to contract or transact a business. It was given by law its own personality which is separate and distinct to that of the natural persons that is why it can only act through the directors and other employees. B. It is created by Operation of Law. Its mere creation needs the consent from that of the state with corresponding compliance with all the requirements. C. It has the right of succession. A stockholder can transfer ownership of its stock and does not need any consent from the others. Its existence will continue even there is a death of one of the stockholders or member. D. It has the powers, attributes, and properties expressly authorized by law or incident as to its existence. The corporation can only exercise what is granted by the state may it expressly or impliedly. General and express powers are provided in Sec 36 which a corporation can lawfully exercise while those beyond are prohibited. In connection, a contract of marriage is not allowed for the corporation under Sec. 1 of Family Code, marriage is only between a man and a woman. It is now clear with me how a primary franchise distinguished with secondary franchise. The former refers to the license given by the state for a corporation to exist while the latter are certain rights and privilege obtained by the corp. which is not a pre-requisite for its corporate existence. Regarding with the timely issue with ABS-CBN, it was not given a franchise to renew but it still can exist as a corporation but cannot engaged in a specialized business. With respect to the distinction between a partnership and corporation, partnership can be created by mere agreements of the partners and eventually dissolved by the partners while a corporation is created by the operation of law and dissolved only when there is consent from the state. The term of existence under the Revised Corp. Code is perpetual. Lastly, with regards to Philippine National Red Cross, it is not a part of a government or private corp. either, but a sui generis (class of its own). Gordula, Shaira C. 2BSA-B
Thank you po for this lecture atty. Ito po yung ilan sa aking mga natutunan sa episode na ito: 1. Primary franchise is the license to exist as a juridical personlity, without this, no juridical personality can be had. 2. Secondary franchise is a license to transact a specialized business. 3.A de jure corp. Is created in strict or substantial conformity with the statutory requirements for incorporation. 4. De facto corp is actually exists for all practical purposes as a corp but has no legal right to corporate existence against the state. 5. Sa old corp code ( b.p. blg. 68) pwede ang one person sa pagform ng corp, tinatawag itong corporation sole. A corporation sole is consist of a priest/rabbi/pastor...
Thank you, Atty. for the video lecture! Below are some of my learnings from Title 1 of the Corporation Code discussing the Definition and Classification of corporations: - I have learned from the video that a corporation has a separate personality from the one who composes it. - A corporation cannot exist without a primary franchise as it is a license to exist as a corporation. - Corporation is different from the partnership in many ways such as the manner of creating them, numbers of incorporators required, in acquiring a juridical personality, the powers to exercise, the term of existence, and the manner of dissolution. - I have also learned that there is a De Jure Corporation and a De Factor Corporation. Wherein these two are in contrast. De jure corporation is a corporation that complies with what the law requires while a De facto corporation has a flaw in its requirement. - Also, I have learned that Philippine National Red Cross is not a public corporation nor a private corporation. It is sui generis or has a class of its own wherein it enjoys a special status as an important ally and auxiliary of the government in the humanitarian field. Roble, Ramilyn M. 2BSA-A
Thank you again Atty. Reyes for this lecture. I've learned that: - Corporation is an artificial being created by operations of law, having rights of succession, and the powers, attributes and properties expressly authorized by law. - Partnership is created by mere agreement and corporation can exist by the operation of law. -Only the state can dissolve the existence of Corporation. -According to revised corporation code, Corporation shall have perpetual existence unless articles of incorporation provides otherwise. - Stockholders are only liable up to the extent of their contribution in the corporation. -Stockholders can transfer ownership of shares without the consent of other Stockholders. -Shareholding of the government must be atleast 51% of capital or majority in order for it to consider as GOCC. Jaurigue, Ma. Erica V. 3BSA-A
Thank you Atty Reyes. Things I have learned 1. Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. 2. A corporation may exist without the secondary franchise but the corporation should have primary franchise. 3. death of a stockholder does not dissolve the corporation because it has the attribute of the right of succession. 4. The debt of a stockholder will not dissolve the corporation. 5.If a corporation is formed organized or existing under the laws of the Philippines, it is a domestic corporation.
Thank you for that detailed lecture Atty..These are the key points I've learned from the discussion: *Corporation is created by reason of the Law. *The death of a stockholder does not dissolve the corporation because it has the attributes of the right of succession. *Only those powers which are expressly provided by law can be exercised by the corporation as to its attribute being an artificial being. * Primary franchise is the license to exists as a juridical personality and is issued by the SEC. *Without the primary franchise a corporation cannot exist but it can exist without the secondary franchise. *Partnership may be dissolved at any time by the will of any or all of the partners while corporation can only be dissolved with the consent of the state. *There can be One Person Corporation but only in the form of Corporation Sole. *To determine GOCC, Government must own at least 51% share of the capital. *GOCC is a corporation with special charter. *Quasi Public Corporation is between a private and a public corporation. *De Jure - a corp. organized in accordance with the requirements of Law. *De facto - a corp. existing with a flaw in its incorporation but it falls short of the requirements of Law. *Roman Catholic Church is a corporation by prescription with acknowledged juridical personality. *Philippine National Red Cross (PNRC) is not an instrumentality of the State. Therefore, Senator Gordon is allowed to occupy a position as a chairman, because it has its own class which is called "sui generis" ZAMORA, YNNA G. 2BSA-B
Thank you Atty. for this uploaded vid of the Corporation Code. Here's the key points that I've learned in this part po. -without primary franchise, no juridical personality can be had and just because a corporation does not retain its secondary franchise doesn't mean that it is dissolved or it will lose its juridical personality or its existence. It may still remain to exist as a corporation but it may not engage in a specialize business. -with regards to existence, a partnership may be established for any period of time stipulated by the partners while under the revised corporation code, corporation has a perpetual existence. -A partner in a partnership cannot transfer his interest w/o the consent of other partners while a stockholder in a corporation may transfer his shares w/o the consent of other stockholders. -a corporation is considered as GOCC only when the government directly or indirectly owns or controls at least a majority or 51% share of capital stock. -any corporation may be incorporated as a close corporation except mining or oil companies, stock exchange, banks, insurance companies, public utilities, educational institution and corporation declared to be vested w/ public interest. -the Philippine National Red Cross is neither a public nor a private corporation but a sui generis which enjoys a special status in the auxiliary of the government in the humanitarian field in accordance under the international law. ▪︎Erica C. Beltran(3BSA-B)
Mas nakakafollow po ako sa discussion because of your simple ppt Atty. Thank you po for that and mas nagreretain po siya with your explanation po. The key points that I have understand: (1) under section 2, Corporation is an artificial being, created by the operation of law, having the rights if succession, with powers, attributes and properties expressedly authorized by law incident to its existence. At needed po siya lagyan ng star, kasi nandito na din po yung attributes ng corp. na nahahati sa apat. (2) you have pin point din po about the franchise of abs cbn which clearly states the differences between primary franchise. That a corporation does not need to retain its secondary franchise, and can still exist as a corporation, but it cannot engage to specialized business. (3) Corporation has continuity, that death of a stockholder does not dissolve the corporation because it has the attribute of the right of succession. It is governed by BoD. (4) quasi puvlic corp is actuall a private corporation. Quina, Mary Grace 3BSA- B
Thank you for such a very informative and detailed discussion, Atty. Here are the key points that I've learned from this episode: - The corporation is a person in the eyes of law, and it has its own personality separate and apart from its stockholders or individual members, who, as natural person. - Corporation is not created by the agreement of the parties, but it is created by operation of law. It is needed to have a consent from the state if the corporation will be dissolved. - The powers of the corporation is limited only from what is granted by the state - The detailed discussion about the primary and seconday franchise, which the corporation cannot exist without the primary franchise, but it can still exist without the secondary franchise. - The different classes of corporation, and the distinction between partnership and corporation. - Additional information about Philippine National Red Cross (PNRC) which it is not mere instrumentality of the state. That is why, Senator Gordon can be the chairman of it, because it has its own class, which is called "sui generis". - Ella Joyce Alacapa
Thank you ulit Atty. I learned in your lecture that: -Primary franchise is the license to exist as a juridical personality issued to SEC. A corporation may exist without a primary franchise but it can exist a secondary franchise. -Secondary franchise is accorded only to an existing corporation or to aa corporation with primary franchise -Just because a corporation will not be able to retain its secondary franchise does not mean that it will lose its juridical personality or its existence. It can remain to exist as a corporation but it may not engage in a specialized business. -Quasi public corporations are actually a private corporation. They are registered with the SEC, and they are organize or incorporated invoking the corporation code. But they are considered by law as Quasi-public Corporation because of kind of the business that they are engage in. Their business is in-viewed with public interest.
After watching this video I have learned a lot and these are the topics that have been discussed that I am not really familiar with: -A corporation that will not retain its secondary franchise does not that mean it is dissolved or it will lose its juridical personality it only means that it cannot engaged in a specialized business. -Board of directors is for Stock corporations. Board of trustees is for non-stock corporations. -I also learned that a corporation can now exist forever unless the Articles of Incorporation will provide the corporate existence. -GOCC can be determined if its shares of stocks was owned by the government at least 51%. -About the PNRC. Thank you for this video, sir! This is very helpful. God bless!
Thank you for this lecture, Atty! Below are some of my key takeaways for this video: • I've learned the definition of a corporation, and its four attributes which are: (1) artificial being, (2) created by operation of law, (3) has the right of succession, (4) has the powers, attributes and properties expressly authorized by law. • The differences of a corporation and partnership in terms of creation, number of incorporators, commencement of juridical personality, powers and so on. • Without a primary franchise, a corporation cannot exist and without a secondary franchise, a corporation will exist as a corporation but cannot engage in a specialized business. • The different classes of corporation, especially the GOCCs in which are actually treated as a private corporation but the government owns the majority of its stock. • The difference between a de jure and a de facto corporation. • That PNRC is declared as a sui generis or "a class of its own" by the court. Gonzales, Karl Wilson M. 2BSA - A
Good day atty! Thank you for the knowledge. In this video I learned that: - Partnership is governed by the Civil Code while the Corporation code covers the Corporation - The four attributes of a corporation ( an artificial being, created by the operation of law, has the right of succession and it has powers, attributes and properties expressly authorized by the law) - A corporation may exist without the secondary franchise but it cannot exist without the primary franchise - Through stipulation of partners, a partnership may arise while corporation can exist perpetually in accordance to the Revised Corporation Code - Consent of the state is needed to dissolve a corporation - If the government owned at least 51% of the OCS of the corporation then it is considered as GOCC - If the corporation is neither public or a private corporation then it is a quasi-public corporation Solmirano, Franz Joeber R. | 2BSA-B
Thank you so much for the lecture Atty. For this topic, I have learned the following: • The law creates corporation as an artificial being. The law has given corporation its own personality although it cannot exist as a natural being. • Primary franchise is the franchise to exist as corporation while secondary franchise has certain privileges conferred upon existing corporation. • In partnership, partners as such can sue a co-partner who mismanages while in corporation, suit against a member of the board of directors or trustees who mismanages must be in the name of the corporation. If you want to sue a particular member of the board of directors or the board of trustees then the complaint must be filed in the name of the corporation. • Derivative suit means that the rights of the corporation was violated which is why a stockholder can file a complaint in the name of the corporation. • Barangay, municipality, city or the province or provincial government are considered by law as a corporation but it is considered as a public corporation because it is organized for the purpose of governing a portion of the state. • A De facto corporation it exists actually for all practical purpose. It exists as a corporation, however it has no legal right to corporate existence because of some defect or flaws in its requirement. • According to Supreme Court, The Philippine National Red Cross PNRC is not an instrumentality of the State. It is not part of the government. The structure of PNRC being neither private nor public in nature. PNRC is created by virtue of RA No. 95. Pioquid, Hannah Nicole B. 3BSA-A
Thank you po Atty. for this video. This are the list of what I've learn from this video. Cruz, Mariel E. BSA-2B Corporation - an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressively authorized by law or incident to its existence. 4 Attributes of corporation (based on the definition of Sec. 2) - Artificial Being - Operation of Law - Right of Succession - Powers, Attributes and Properties Expressly Authorized by Law of Incident to Its Exixtence Primary Franchise - Exist as a corporation Secondary Franchise - Certain rights and privileges conferred upon existing corporations. Partnership - Created by mere agreemet of parties - Organized by only two person - Acquire juridical personality from the moment of execution of contruct Corporation - Created by law or by operation of law - At least five incorporations - Only from the date of the issuance of the certificate of incorporation Classes of Corporation ( relation to state ) • Public Corporations - formed or organized by the government of the portion of state • Private - One formed for some private purpose, benefit or end. • GOCC - Created under a special law or charter. Treaded as private corporation • Quasi-Public Corporations - A cross between privates and public corporations. ( schools, districts ) Classes of Corporation ( as to place of corporations • Domestic - Existing under the law of Philippines • Foreign - Existing under any law other than those of the Philippines Classes of Corporation ( as to legal status ) • De jure Corporation - Organized in accordance with requirements of law • De Facto Corporation - Exist a flaw in its incorporations, shorts requirements • Corporation by Estoppel - All assume to act a corporation knowing it to be without authority to do. • Corporation by Prescription - Roman catholic church is a corporation by predcription Classes of Corporation ( as to existence of stocks ) • Stock corporation - Has a capital stock divided into shared and its authorized to distribute to the holders • Non-stock corporation - no part of its income is distributable as dividends to members
Thank you, Atty! Here are the key points that I have learned from your lecture: • Without primary franchise, no juridical personality can be had. • Corporation may not exist without primary franchise but it can exist a secondary franchise. Just because a corp will not be able to retain its secondary franchise, does not mean it will loose its Juridical personality or existence. It can remain to exist as a corporation but it may not be engaged in specialized business. • Corporation can only be dissolved with the consent of the state. • Under old corporation, there can be one person corp but only to the form of corporation sole. • Acquisition of Juridical personality from the date of issuance of COI from the SEC • Corporation can exercise powers expressly granted or incident to its existence. • Power is vested on the BOD/ trustees management • If you want to sue a particular member of the board or trustees, the complaint must be filed under the name of the corporation. • Public corporation is organized for the government. Created by law • GOCC is created by special law or charter. It is treated as private corp. Share holding of government must be at least 51% of capital stock or majority. • De Facto corp has no legal right to corp existence. Its existence can be collaterately attacked. • De Jure corp- all requirements has been complied. Cannot be successfully attacked. Philippine National Red Cross • It is not an instrumentality of the state. • Not a private corporation • PNRC is a class of its own. Because it is regulated by international humanitarian law. Ellenor Del Rosario 3BSA-A
Thank you Atty for the lecture. Things that I’ve learned: - Corporation has given by law its own personality although it cannot exist as a natural person. - Corporation is not created by the agreement of stockholders but it is created by reason of the law. - Once a corporation embodied its juridical personality or primary franchise and it can exist as a corporation. - Secondary acquired only when existing corporation or two corporation with primary franchise. - If the corporation will not able to retain its secondary franchise it will not lose its existence, it can remain to exist but it may not engage in specialize business. - In revised corporation code, corporation can be formed by a single person. But in the old corporation code their is kind of corporation compose of one person called sole corporation. - If you file a suit against a member of a corporation it must be in name of the corporation called derivative suit. - In revised corporation code the corporation can exist in perpetual existence but in old corporation code corporation can only exist 50 years. - In order to determine if the corporation is under GOCC the share of stock must be owned by the government majority or atleast 51% share of capital stock. Michael Colin M. Paculan 2BSA2
Thank you, Atty. for this wonderful lesson. these are the list of what I've learned: -the distinction between a primary and secondary franchise -without a primary franchise no juridical personality can be had - a corporation is a stock corporation is governed by the board of directors -a corporation is a non-stock corporation is governed by the board of trustees -the rights of corp. was violated which is why the stockholder can file a complaint by the name of the corp. -PNRC is created by the virtue of Rep. Act 95; it can neither be classified as an instrumentality of the state nor strictly as a private or public corporation; it is regulated by international humanitarian law and is treated as an auxiliary of the State
thank you Atty. Reyes for the great and informative lesson. learnings: the definition of corporation and also its attributes: -an artificial being -operation of law -right of succession -power, attributes and properties expressly authorized by law or incident to its existence. -without a primary franchise no juridical personality can be had. - the fact that the corporation will not retain its secondary franchise does not mean that it is dissolve, but may not engage in a specialized business. -in partnership you can sue your co-partner while in corporation if you want to sue a particular member of the board of directors or board of trustees then the complaint must be filed the name if the corporation. 2BSA-B Alvarez, Laurice C.
Thank you for this lecture, Atty. In this episode, the lessons that I have learned are: - The law governing private corporations in the Philippines is Batas Pambansa Blg. 68 or known as the Corporation Law. But it is now amended by RA 11232 or the Revised Corporation Code last February 2019; - The definition of Corporation; - Primary Franchise is the license to exist as a juridical personality while Secondary Franchise is the license in existing corporations to perform or to transact a specialize business; - The difference between Partnership and Corporation; - The trick in the comparison between partnership and corporation is always connect the manner of creation with the manner of how a corporation is dissolved; - Brgy, Munipality, City and Province are also Corporation; - To determine whether a corporation is considered as a GOCC, shares of stock must be owned by the government which must be at least 51% of the capital stock; - MERALCO is actually a private corporation because they are organized or incorporated invoking the corporation code and registered with the SEC. But they are considered by law as Quasi-Public Corporations because of the kind of the business that they are engaged in; - The Roman Catholic Church is considered as a Corporation by Prescription because of the lapsed of so many years, it exist as an entity; and - Philippine National Red Cross (PNRC) is not an instrumentality of the State or not part of the government. It is a class of its own (SUI GENERIS) because it is regulated by international humanitarian law and is treated as an auxiliary of the State. Thank you so much, Sir! BENOSA, ANGELICA F. 2BSA-A
Thank you for the lecture Atty. The lesson I learned are: -A corporation may not exist without a primary franchise but it can exist as a secondary franchise. -A corporation is created by law or by operation of law therefore it can only be dissolved with the consent of the State. -A corporation commences to exists only from the date of the issuance of the Certificate of Incorporation by the SEC - A corporation governed by Corporation Code. - Public corporation organized for the purpose of governing a portion of the state. It is created by law. - Privated corporation is incorporated uner Corporation Code. Navea, Dan Justine L. 2BSA-B
Good day Atty! Thank you for this informational video. The key points I have learned after watching this Corporation Code (Part 1) are the following: -Corporation is just like a human person with a limited power. -Corporation is not created by mere agreement of the stockholders but it it's created by reason of the law. - Under Section 36 of the Corporation Code which lists enumeration of the express power, the corporation has not been authorized to enter into a contract of marriage . - Primary franchise is to exist as a corporation while secondary franchise are certain rights and priveleges confered upon existing corporations. - Without a primary franchise no juridical personality can be had. - A corporation may not exist without a primary franchise but it can exist as a secondary franchise. - Just because a corporation will not be able to retain its secondary franchise does not mean that it will loss its juridical personality or its existence. It can remain to exist as a corporation but it may not engaged in a specialized business. - Stock corporation is governed by the BOD,while the trustees is a term of appropriate to a non-stock corporation. - De Jure corporation - is cannot be succesfully attack even if a direct proceedings by the state. - De facto corporation - can be collaterally attack or the existence of the de facto corp. can be attack in any private suit. BALANI, KRISHA MARIE J. 2BSA-A
Thank you atty for making a video lecture on Corporation Code. Here are the lists or what I've learned: Primary Franchise is the license to exist as a juridical personality. It is issued by SEC. Without a primary franchise, no juridical personality can exist. A secondary franchise is accorded only to a existing corporation. Corporation still exist without it.
Thank you po Atty. for this lecture. Here are the key points that I've learned: -A corporation exists only in the eyes of the Law. It is a mere creation of the law. - A corporation has a continuity. Only the powers, attributes, and properties expressly authorized by law or incident to its existence can be exercise by the corporation. - Primary Franchise is the license to exist as a juridical personality. It is issued by SEC. Without a primary franchise, no juridical personality can exist. - A secondary franchise is accorded only to a existing corporation. - Under the revised corporation code, we now have OPC or one person corporation which means that a corporation can be form only by a single person. - The juridical personality of a corporation will exist only from the date of the issuance of the certificate of incorporation by the SEC. - Suit against a member of the BOD or trustees who mismanaged must be in the name of the corporation. - The liability of corporation is up to the extent of their investment only. - Corporation can now exist in perpetuity. - In stock corporation the governing body is the Board of Directors while in non-stock corporation is usually the Board of Trustees. - PNRC is a class of it's own. It is not a private corporation nor it is a public corporation in nature. It is regulated by international humanitarian law and is treated as an auxiliary of the state. Bea, Eunice Ann M. 3BSA-B
Thank you for the lecture, Atty! After I watched the video, I learned that the law which governs corporations is the Corporation Code which is amended by the Revised Corporation Code of the Philippines. The corporation are given a juridical personality if they complied with the requirements of law and SEC issued a certificate of incorporation which is different to a partnership. With the attributes given to the corporation, they have limited powers in which they can exercise. Also, there are classes of corporation depending on their purpose and definition such as stock and non-stock corporation, public and private corporation, and more. There is what we called primary franchise where it is given to an entity to exist as a corporation while secondary franchise is given to an existing corporation to perform specialized business. Lastly, I learned that Philippine National Red Cross is not an instrumentality of the government, instead, they are treated as an auxiliary. Alyanna Cepe 2 BSA-A Pamantasan ng Cabuyao
Thank you, Atty for this informative lecture! Some of the key concepts I learned from this episode are: - The corporation means and its attributes. - All of the differences about partnership and corporation in terms of creation, commencement in juridical personality and also about of the dissolution. - The GOCC that need to have 51% of shares that belongs to the government. it is treated as Private Corporation and not as public corporation. - Corporation Sole that be formed by the bishop, minister, rabbi or other elder religious denomination. the purpose of to administering and managing the properties and temporalities of any religious denomination. - De jure cannot be successfully attacked even in direct proceeding of the state. While, de facto can be collaterally attacked. - PNRC is neither a public nor a private corporation. It is considered as a sui generis or a class of its own because it is regulated by the international humanitarian law and is treated as an auxiliary of the state RAGOT, MICHELLE S. 2BSA-B
Thank you for this lecture Atty. Reyes. Below are some of the key points I learned from this episode: - Since a corporation is created only by law, only the government can dissolve it. - If a stockholder wants to sue a particular member of the board of directors or the board of trustees, the complaint must be filed in the name of the corporation: derivative suit. - Government-owned or controlled corporations are corporations created under a special law. They are treated as private corporations not as public corporations.
Thank you for the lecture Atty. These are the key points i've learned: - Corporation is an artificial being, created by the operation of law, having the rights if succession, with powers, attributes and properties expressedly authorized by law incident to its existence - Primary franchise is the right of the corporation to exist, while a Secondary franchise are the certain rights and privileges conferred upon a a corp. - without a primary franchise there will be no juridical personality - A corporation has a continuing existence, only the state can dissolve it. - corporation acquire the commencement of juridical personality from the date of the issuance of the articles of incorporation by the SEC. - A corporation is governed by its Board of Directors - A corporation has the right of succession that a death a stockholder will not dissolve it. - Stockholders are liable only to the extent of their investment - The stockholders can transfer their shares without the consent of the others. Santos, 3BSA-B
Thank you Atty for this lecture! What I’ve learned from this episode are: A corporation has a continuity. Only the powers, attributes, and properties expressly authorized by law or incident to its existence can be exercise by the corp. Also a secondary franchise is accorded only to a existing corporation. A corporation commences to exist only from the date of the issuance of the certificate of incorporation by the securities of exchange and commission. The juridical personality of a corporation will exist only from the date of the issuance of the certificate of incorporation by SEC. The liability of corporation is up to the extent of their investment only. Corporation can now exist in perpetuity. Philippine National Red Cross, created by special law is not part of the government and is not a private corporation. It has its class of its own. Thank you again, Atty! Laron, Patricia Anne M. From 3BSA-A
Thank you so much for this Atty! I really learned a lot from this Part 1. Here are some of the lessons that striked me and I learned in this video: - A corporation which doesn't retain its secondary franchise doesn't mean it loose the juridical personality or existence. - It is retain as corporation but cannot engage in specialized business just like what happened to ABS-CBN. - Under revised corporation code, corporation has perpetual existence. - Firm name should not be identical or similar to other firm. - Public corporation is created by law while private corporation is under corporation code. - GOCC - atleast a majority or 51% capital stock belong to the government. CEÑAL, ALEXANDER D. 2BSA-A
Thank you Atty. Reyes for the effort in filming and uploading the discussion! The key points that I have learned are as follows: The governing law of Corporation Code is Batas Pambansa Blg. 68 or Corporation Code of the Philippines. As February 28, 2019, Republic Act No. 11232 or the Revised Corporation Code of the Philippines amended the old law. Section 2 of the Old Corporation Code gives the Definition of Corporation. I have memorized it as it is mandatory to. Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incidents to its existence. • The definition contains the four attributes of a corporation. • Corporation exists only in the eyes of the law. It has a continuity. • No juridical personality can be had if there is no primary franchise. Secondary franchise, a license of an existing corporation to perform its purpose, is accorded only to existing corporation which mean to corporations with primary franchise. Not retaining the secondary franchise does not lose the juridical personality of a corporation, it can remain as a corporation, but it cannot operate its special purpose. • Under the old corporation code, there can be one person corporation in the form of corporation sole. • The differences between partnership and corporation are clearly understood. • Principle of Delectus Personnae is applied in the transferability of interest on partnership. • Any corporate name may be adopted as long as it is different to any existing firm’s name. • Barangay and Municipality are considered by law as public corporations while those which purpose is private and for business, then, it is a private corporation. This class of corporation can be stock or non-stock. • Government Owned or Controlled Corporations are created under special law or charter. At least 51% of capital stocks must be owned by the government to be considered as a GOCC. • Quasi-public corporations are private corporations but its purpose is for public interest, hence, the law treats it as a quasi-public corporation. • Philippine National Red Cross is neither a public nor private corporation in nature. It is a class of its own or sui generis. PNRC is regulated by international humanitarian law and is treated as an auxiliary of the state. Gregana, Marissa Dianne O. 2BSA-A
Thank for you for this comprehensive video, Atty! I learned that: -Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. -Corporation has also a 4 attributes. -Primary Franchise is the franchise to exist as a corporation and has a license to exist as a juridical personality and it is issued by the Securities and Exchange Commission (SEC). - Secondary Franchise is license of an existing corporation to perform or transact a specialized business. -The fact that the corporation will not retain its secondary franchise does not mean that it is dissolved. -Corporation is created by operation of law, it can only be dissolved with the consent of the state or of the government. -Board of Directors (BOD) or Board of Trustees (BOT) are the same except that if a corporation is a stock corporation that is governed by the BOD. -Non-stock corporation governed by Board of Trustee. -Stockholders hold an annual meeting for the election of the BOD. -BOD will manage the day-to-day affair of the corporation. -Derivative Suit >> if you want to sue a particular member of the BOD or BOT then the complaint must be filed in the name of the corporation. -Stockholders can transfer his/her shares as long as they can comply with the requirements of the corporation code and the articles of incorporation (AOI). -Public Corporation >> organized for the purpose of governing a portion of the state. -Private Corporation >> incorporated under the corporation code. -GOCC (Government owned or controlled corporation) >> corporation created under a special law or charter. -GOCC, shares of stocks must be owned by the government at least 51% of the capital stock or at least majority of 51% share of the capital stock. -De facto Corporation >> corporation existing with a flaw in its incorporation. -De Jure Corporation >> corporation organized in accordance with the requirements of the Law. -Corporation by Prescription >> lapses of so many year, it exist as entity authorized to distribute (Ex. Roman Catholic Church) -Stock Corporation >> capital stock divided into shares. -Non-stock >> prohibited the distribution of income. -Close Corporatio are not allowed to incorporate mining or oil companies. Piñol, Rhonadel O. 2BSA-B
Thank you for the Knowledge Atty. The lesson I’ve learned after watching the video: 1.Sec.2 Corporation is an artificial being created by operation of law, having the rights of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. Artificial being - corporation is just like a person, law give a corporation its own personality. It exists only in the eyes of the law. Created by operation of law - only law create a corporation. Rights of succession - corporation has a continuity, death of stockholder does not dissolve the corporation Power, attributes and properties expressly authorized by law or incident to its existence - Only the powers, attributes and properties granted to with by-law can be exercise. NOTE: Corporation cannot enter a contract of marriage, it has no gender. Marriage is a special contract is only for man and woman. 2.PRIMARY FRANCHISE It is the franchise to exist as a corporation. Licence to exist as a juridical personality. Issued by the SEC. Without primary franchise no juridical personality can be had. 3.SECONDARY FRANCHISE Are certain rights and privileges conferred upon existing corporations. License of an existing corporation to perform, transact a specialize business. A corporation may not exist without a primary franchise but it can exist with secondary franchise. NOTE: A corporation will not retain its secondary franchise does not mean that it is dissolve. It does not lose its juridical personality or existence. 4.DIFFERENCES OF PARTNERSHIP AND CORPORATION 5.Government owned or controlled Corporation- created under special law or charter. Treated as private corporations not as public corporations. Considered as GOCC if the shareholding of the government must be at least majority or 51% share of capital stock. 6.QUASI-PUBLIC CORPORATION - (not public and not private) a cross between public and private corp. It is organized for the purpose of governing a particular portion of the state. A private corporation (registered in SEC etc, with a business engaged with a public interest (MERALCO) 7.CLOSE CORPORATION - Issued stock of all classes shall be held of record by not more than 20 persons. It shall not be listed in any stock exchange or make any public offering any of its stocks. NOTE: Corporations not allowed to incorporate as Close Corporation, Mining or oil companies, stock exchanges, banks, insurance companies etc. 8.PHILIPPINE NATIONAL RED CROSS (PNRC) Is not a instrumentality of the state. (Hindi part ng government) and not a private corporation Sui generis - class of its own, Regulated by international humanitarian law and is treated as an auxiliary of the state. OBIAS, Prances Dianne R. 3BSA-A
Thank you for the great lecture, Atty! Here are some points that I have learned after watching the video: -- Corporation is governed by Corporation Code while Partnership is governed by Civil Code. -- Primary franchise is the corporation's license to exist as a juridical personality, issued by SEC. Without a primary franchise no juridical personality can be had. Therefore a corporation may not exist without a primary franchise. -- Secondary franchise is the corporation's license to transact or to perform a specialized business. Secondary franchise is accorded only to a corporation with primary franchise. -- Regarding the "ABS-CBN Issue" the fact that the corporation will not retain its secondary franchise does not mean that it will be dissolved or lose its juridical personality or existence. -- To determine Government-Owned and Controlled Corporation (GOCC), shares of stock may be owned by the government and at least 51% share of the capital stocks must be owned by the government. Looking forward for more videos in your channel, Atty. God bless!
Thank you again Atty. this video is very helpful for us to easily understand the lessons about the Corporation. After watching the video I've learned that: - The governing law of Corporation is Batas Pambansa Blg. 68 ( Corporation Code of the Philippines). - On February 28, 2019, a new law amending the old corporation took effect. - Definition and attributes of Corporation. - Primary Franchise and Secondaey Franchise distinction. - The fact that the corporation will not retain its secondary franchise it does not mean it will dissolved or lose it juridical personality but it may not engage in a specialized business. - ABS-CBN can still exist as a corporation or as a juridical personality despite the congress did not grant their franchise. - Partnership and Corporation distinction. - In the old corporation code there is also One Person Corporation called "Corporation Sole". - Corporation can only be dissolved with the consent of the State. - De Jure Corporations complied all the requirements imposed by the law. - De Facto Corporations exists for all practical purposes as corporation but has no legal right to corporate existence due to defect or flaw of its requirements. - Philippine National Red Cross (PNRC) is not an instrumentality of the State because it is class of its own (sui geneeis) and it is created by virtue of RA. No.95. BASUAN, ANIFER P. 2BSA-B
Thank you, Atty! Below are the notes of what I've learned in this lesson. Governing Law - Batas Pambansa Bilang 68 (Corporation Code of the Philipines). Amended by Republic Act No. 11232 (Revised Corporation Code) last February 28, 2019. Corporation is an artificial being, created by operation of law, having the right of succession, and the power, attributes, and properties expressly authorized by law or incident to its existence. (Section 2) Attribute of a Corporation (based from definition) 1. An artificial being (capacity to contract and transact business) - it has a juridical personality, separate and distinct from the persons composing it. - exists only in the eyes of the law. It is a mere creation of the law. 2. Created by Operation of Law (Creature of the Law) - Created by reason of the law, only a law can create a corporation 3. Has the Right of Succession (Strong Juridical Personality) - Corporation has a continuity - Death of stockholder does not dissolve the corporation 4. Has the powers, attributes, and properties expressly authorized by law or incident to its existence (a creature of limited powers) - Only the powers, attributes, and properties granted to it by law can be exercised. Primary Franchise - It is the franchise to exist as a corporation. It is the license to exist as a juridical personality. Approved by SEC. - Without primary franchise, no juridical personality can be had. Secondary Franchise - Are certain rights and privileges conferred upon existing corporations. - A corporation may not exist without a primary franchise, but it can exist a secondary franchise. - Just because a corporation will not be able to retain its secondary franchise, does not mean that it will lose its juridical personality. Classes of Corporation In Relation to State A. Public Corporations - formed or organized for the government of the portion of the State (barangay, municipality, city, and province). For political purposes connected with the public good in the administration of the civil government. B. Private - one formed for some private purpose, benefit or end. It may either be a stock or non-stock. C. GOCC (Government Owned or Controlled Corporation) - created under a special law or charter. Treated as a private corporation not as public corporations. Majority or 51% of the capital stock must be owned by the government. D. Quasi-Public Corporation - a cross between private and public corporations. Usually cover school districts, water districts and the like (Villanueva). It is actually private and is registered in SEC but are engaged in public interest. As to Place of Incorporation A. Domestic - one formed, organized, or existing under the laws of the Philippines. B. Foreign - one formed, organized, or existing under any law other than those of the Philippines. As to Legal Status A. De Jure - a corporation organized in accordance with the requirements of the law. B. De Facto - corporation where there exists a flaw or defect in its incorporation, it falls short of the requirements of law. C. Corporation by Estoppel - all persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities, and damages incurred or arising as a result thereof. D. Corporation by Prescription - the Roman Catholic church is a corporation by prescription, with acknowledged juridical personality in as much as it is an institution which antedated almost a thousand years. As to Existence of Stocks A. Stock Corporation - one which has a capital stock divided into shares and is authorized to distribute to the holders such shares, dividends or allotments of the surplus profits. It is organized for profit. The governing body is usually the Board of Directors. B. Non- Stock Corporation - a corporation where no part of its income is distributed as dividends to members, trustees or officers. Does not issue stocks. Not organized for profit. The governing body is usually the Board of Trustees. As to Relationship of Management and Control A. Holding Company - one that controls another as a subsidiary or affiliate by the power to elect its management; one which holds in other companies for the purpose of control rather than for mere investment. B. Affiliate Company - one that is subject to common control to a mother or holding company and operated as part of a system. C. Parent and Subsidiary Companies - when a corporation has a controlling financial interest in one or more corporations, the one having in control is known as the “parent company” and the others are known as “subsidiary companies.” As to Functions A. Public B. Private As to Purpose of Incorporation A. Municipal Corporation B. Religious C. Educational D. Charitable, Scientific or Vocational E. Business As to Number of Members A. Aggregate - consist of many persons united to form a body politic and corporate B. Corporation Sole - may be formed by the chief archbishop, bishop, minister, rabbi, or other presiding elder of any religious denomination, sect or church. Other Classifications A. Close Corporation - the issued stock of all classes shall be held of record by not more than 20 persons; shall not list in any stock exchange or make any public offering any of its stocks. B. Eleemosynary Corporation - one organized for charitable purposes. The Philippine National Red Cross (PNRC) • The structure of PNRC is sui generis, being neither strictly private nor public in nature. RA No. 95 remains valid and constitutional in its entirety. Momo, Margie Mae T. 2BSA-B
Thank you for this video Atty. Reyes! This is very informative. The following are what I have learned from watching this video: With respect to the issue of the renewal of the franchise of ABS CBN, at first, I thought they are officially dissolved, but upon watching this video, I learned that even the ABS CBN’s renewal of franchise was not granted, it does not mean that they will lose their juridical personality. They can still exist as a corporation. I also learned that a Quasi-Public Corporations are actually private corporations which are also registered with the SEC, but they are considered by law as a quasi-public corporations because of the kind of business they are engaged in which is imbued with public interest. In filing a suit, if one of the rights of a corporation is violated, a stockholder can file a complaint in the name of the corporation against one of the board of directors/trustees. This suit is also known as derivative suit. Lastly, I learned that even a single person can form a corporation or what we called Corporation Sole. It is for the purpose of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church. Barrera, Yvonne A. 2BSA - A
Thank you for the lecture Atty. I've come up with these: - In primary franchise, since it is the license for every corporation, corporation cannot exist without it while in secondary franchise, since its an existing corporation and a primary franchise itself, corporation can exist without it - Partnership can exist any time stipulated by partners while Corporation can exist perpetually in accordance to the Revised Corporation Code - Partnership is governed by Civil Code while Corporation is governed by Corporation Code. - In GOCC, government should own the majority share of stocks or at least 51% of the share of stocks. - Quasi- Public Corporation is a private corporation which is incorporated by Corporation Code but also a public corporation due to business' public interest. - In corporation by prescription, prescription means existing as an entity for many years. - PNRC, is classified as sui generisis and regulated by International Humanitarian Law and treated as an auxiliary of state. Daniela Crizle Diongco 2BSA- B
Thanks for uploading Corporation Atty. I have learned that: - All the differences in partnership and company in terms of establishment, beginning in legal personality and dissolution. - The GOCC must have 51 per cent of the government's shares. It is treated as a private enterprise and not as a public enterprise. - denominations' properties and temporalities. - Even in direct state proceedings, De Jure cannot be successfully attacked. In fact, it can be assaulted collaterally.
Thank you po for the lecture Atty. In this i have learned that -Section 2 defines what is a corporation. -The 4 attributes of a corporation. -In the old corporation code, there can be one person corporation- corporation sole -GOCC has shares of atleast 51% that belongs to the government -The Roman Catholic church is a corporation by prescription. -The difference of primary franchise to secondary franchise. -The distinctions between partnership and corporation. -PNRC is a class of its own.
Thank you for this lecture Atty! I have learned that: - A corporation is artificial being created by operation of law. It is separate and distinct from its owner. - Without primary franchise, no juridical personality can be had. - A secondary franchise is accorded only to an existing corporation. - Just because a corporation will not be able to retain its secondary franchise does not mean that it will lose its juridical personality or its existence. - Corporation can only be dissolved by State while the dissolution of Partnership is by will of one of the partners or by agreement of the partners. - Philippine National Red Cross it is not private corporation nor public corporation in nature. PNRC is a class of its own or sui generis. Ranoco, Mary Rose E. 2BSA-B
Thank you for the lecture Atty! - a corporation cannot exist without primary franchise. - secondary franchise is the license of an existinf corporation to perform specialized business. - the partnership is build with an agreement while corporation is created by the operation of the law.
Thank you so much po for this comprehensive lecture, Atty! In this video, I have learned that: - A primary franchise is a license to exist as a juridical personality, while a secondary franchise is a license to perform and transact a special business. - Just because a corporation will not be able to retain its secondary franchise, does not mean that it will lose its juridical personality or its existence. - The juridical personality of a corporation will commence to exist only from the date of issuance of certificate of incorporation. - The juridical personality of a partnership will commence upon execution of the AOP. - A corporation is considered as a government owned or controlled corporation if the government directly or indirectly owns the majority of shares of such. - The Philippine National Red Cross is neither a public nor private corporation but a class of its own. Alejandre, Cathryn Leia P. 2BSA-A
Thank you for this lecture Atty! I've learned that: - A corporation may exist without secondary franchise but can not exist without primary franchise. - Unlike a partnership, a corporation can only be dissolved by the state. - Suit against board of directors or trustees, must be in the name of the corporation. - A stockholder can transfer his share without consent of other SHs. - A corporation which is 51% or more owned by the Government is considered as a GOCC and it will be treated as PRIVATE corporation.
Thank you for the lesson Atty. Things I've learned are: - The distinction between the Primary and Secondary Franchise where a Corporation has no juridical personality without primary franchise. Secondary franchise, accorded only on existing corporation. - De Jure, is where all the requirements are complied and De Facto Corporation where it has no legal rights because of flaws or defect. -The BOD which is the governing body of the stock corporation and the trustees as the governing body of non stock corporation. -GOCS or the Government owned and controlled Corporation. -The Quasi-Public Corporation which one of the example is the Meralco, a private corporation but the the manner of business is to serve the public. -The Corporation Sole of the Old Corp. -The PNRC that is not part of the government Above are what I have learned from the discussion aside from what I have learned from the past semester. Thank you Atty. Gersalia Jusdine F. 2BSA-A
Thank you Atty. Reyes for this video. After watching this video, I have gained more understanding about the Corporation Code. The following are what I have learned from this video: Regarding the issue of the franchise of ABS-CBN, I have learned from this video about the difference between the primary and secondary franchise which explains that even if a franchise is not granted to a corporation, it does not necessarily mean that it will lose its juridical personality. I now somehow understand the issue with respect to the franchise of ABS-CBN. Before, I thought that a single person is only allowed to form a corporation in the Revised Corporation Code but there is already a Corporation Sole in the old corporation code which is normally consists of priest, bishop, and such. I have also understood now the meaning of Quasi-Public Corporations that it is actually a private corporation but its purpose is for the common good of the public. I also learned the distinctions between partnership and corporation regarding on its manner of creation, management, term of existence, firm name, and many more. I also gained additional learning about the case of the Philippine Red Cross that it is not a part of the government but an auxiliary of the State. PRADO, Louella Francine H. 2BSA-A
Thank you for the very informative and concise discussion of the topics Atty. Reyes. The following mentioned below are the things I have learned as I watched this video. • It is very important to memorize the definition of a corporation which is stated in Section 2 of the Corporation Code. • A corporation has the right to continuity that means death, withdrawal, or change of stockholders does not create dissolution of a Corporation • The application of primary franchise and secondary franchise on the ABS-CBN's issue regarding the termination of its franchise renewal wherein it can still exist as a corporation or as a juridical person. • If a corporation cannot be able to retain its secondary franchise, it does not mean that it will lose its juridical personality. It remains as a corporation even though it cannot engage in specialized businesses. • To quickly understand and determine the manner of creation between a partnership and corporation, one must keep in mind to connect the manner of creation with the manner on how a partnership or corporation is dissolved. • The powers of a corporation are limited to what is granted in the Corporation Code which can be found in Article 36. • A suit filed against a member of the Board of Directors must be in the name of the corporation called a derivative suit. • Under the old corporation code, the term of existence of a corporation is only up to 50 years. But as amended in R.A. 11232, a corporation now has perpetual existence unless the articles of incorporation provide specific corporate terms. • To determine if a corporation is a GOCC, its shares of stocks must be owned by the government and it must be at least 51% of the capital stock. • The Philippine National Red Cross is created by virtue of R.A. No. 95. It has a class of its own, or sui generis since it is not a public corporation nor a private corporation. VILLETE, FIONA MAE B. 2BSA-A
Thanks for the video Atty. These are my takeaways on Part 1 of Corporation Code.
-Corporation is an artificial being created by operation of law having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.
- A corporation cannot exist without a primary franchise because it is a license to exist as a corporation; but, a corporation can exist without a secondary franchise since it is a license for existing corporations to conduct or transact their specialized business.
- The way of formation, number of incorporators, commencement of judicial personality, powers, management, right of succession, extent of liability, term of existence, firm name, dissolution, and governing law taught me the distinctions between partnership and corporation.
- There are various types of corporations, including public corporations, private corporations, de jure corporations, de facto corporations, stock corporations, and non-stock corporations, GOCC, Quasi-Public Corporations and close corporations.
-PNRC is not a mere instrumentality of the state neither a private corporation, it is a sui generis or a class of its own.
Fernandez, Patricia Jainah M.
2BSA-A
Thank you po, atty, for this comprehensive lecture.
Listed below are the important notes I've gathered.
Corporation Code of the Philippines or B.P. Blg. 68
Revised Corporation Code of the Philippines R.A. Act No. 11232
4 attributes of a corporation
1. Artificial Being- separate legal personality from owners
-exist only in the eyes of the law (legal fiction)
2. Operation of Law - only a law (BP Blg. 68/RA Act no. 11232) can create a corp.
3. Right of Succession - has continuity, the death of a stockholder does not dissolve a corp.
4. Powers, Attributes, and Properties Expressly Authorized by Law or Incident to Its Existence
-Sec. 36 of the Corp. Code lists the enumeration of the express powers of a corporation
Ex. A corporation cannot undergo a contract of marriage for two reasons: (1) it is authorized to enter into a contract of marriage. (2) Section 1 of the Family Code states that marriage as a special contract is only between a man and a woman. A corporation has no gender though it is given its own personality and name.
Primary Franchise
-license to exist as a juridical personality issued by the SEC (Securities and Exchange Commission)
Secondary Franchise
-license of an existing corporation to perform or transact a specialized business. E.g. Mining, banks
-accorded only to an existing corporation or to a corp. with primary franchise
ABS-CBN can still exist as a corporation although the congress did not grant its renewal or franchise and NTC (National Telecommunications Commission) issued a cease and desist order against the corp.
Distinctions of Partnership from a Corporation
-A partnership is a consensual contract, formed through agreement of the parties and dissolve by any of them with no right of succession where its term of existence depends to its partners too while a corp. is made by law, can only be dissolve by consent of state and has perpetual existence (may forever dito)
-Old corp. has corporation sole e.g. priest, rabbi w/c is formed for the purpose of administration of religious properties
-In a corp, complaint must be filed in the name of the corp. (Derivative suit)
-In a partnership, transferability of interest must be approved by all the partners (Delectus Personae)
-Powers
P- Art. 1306
C- Enumerated by law & by-laws
Classes of Corporation
As to state
a. Public - for public good administrated by the Gov’t e.g. Brgy., Munisipyo (under R.A.)
b. Private - organized for private purpose or benefit
c. GOCC - created under special law, owned by Gov’t 51% of its capital stock
d. Quasi-public - “semi” e.g. Meralco - private corp. rendering services imbued with public interest
As to Legal status
a. De Jure - complied complete requirement
b. De Facto - exists with a flaw, falls short with the requirement of law. It can be collaterally attacked in any private suit
c. Corporation by Estoppel - exist over a lapse of time e.g. Roman Catholic Church
Philippine National Red Cross (PNRC)
- PNRC was created by special law R.A. 95, not part of the gov’t nor a private corporation
- PNRC is a class of its own or sui generis. It is regulated by International Humanitarian Law nad is treated as an auxiliary of the state
Thank you for the wonderful presentation, Atty. Reyes. Here are the key points I have learned from the discussion.
The law which governs the Corporation is Batas Pambansa Bilang 68 while the Revised Corporation Code is Republic Act No. 11232 which was amended last February 2019.
Corporation has own personality that is separate and distinct from the persons' composing it.
Corporation defined as an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence.
Partnership is governed by Civil Code while Corporation is governed by Corporation Code.
There can be one-person corporation but only in the form of Corporation Sole.
Quasi- Public Corporation is a private corporation which is incorporated by Corporation Code but also a public corporation due to business' public interest.
PNRC is sui generis since it can be neither strictly private nor public in nature, meaning it has a class of its own.
JALATA, JAMAECA M.
2BSA-B
Thank you so much for this video atty.
Section 2 of the Corporation Code of the Philippines defines the corporation and in its definition, it enumerates the four attributes of a corporation which are:
1. Artificial Being -it means that a corporation is a person in the eyes of the law.
2. Created by operation of law -a corporation cannot be formed by mere agreement, and it is governed by the BP68, now amended by RA11232
3. Has the right of succession -it means that a corporation has a continuity, the death of the stockholder does not dissolve the corporation.
4. Has the powers, attributes and properties expressly authorized by law or incident to its existence.
I have also gained more understanding about the difference between primary and secondary franchise. The former refers to the license to exists as a corporation with juridical personality. On the other hand, the latter refers to the license of a corporation to conduct a specialized business like mining, banking etc.
I also learned the differences between partnership and corporation and the different classifications of a corporation. De jure corporation is a corporation that complied with all or substantial requirement of the law. On the other hand, de facto corporation still exists as a corporation but has no legal right to exist because of certain flaws or defects. Corporations by Prescription are those which are older than the code.
Sui generis means class of its own.
Good day, Atty! Thank you for this informative video. Here are my take aways:
- A Corporation is an artificial being, created by operation of law, having the right of succession and the powers, attributes and properly expressly authorized by law or incident to its existence.
- Partnership is governed by the Civil Code while the Corporation Code covers the Corporation
- Consent of the state is needed to dissolve a Corporation
- A corporation cannot exist without the primary franchise but it can exist without the secondary franchise.
- If the government owned atleast 51% of OCS of the Corporation then it is considered as GOCC
- Through stipulation of partners, a partnership may arise while corporation can exist perpetually in accordance to the Revised Corporation Code
- Philippine National Red Cross is not mere insturementality of the state. It is considered as a "sui generis" or a class of its own because it is regulated by the international humanitarian law and is treated as an auxiliary of the state.
- If the corporation is neither public or a private corporation then it is a quasi-public corporation
GALLEGO, MARY MAE B.
2BSA-B
Thank you for the lecture Atty. Reyes! And I have learned in your lecture are:
• Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.
• a primary franchise is a license to exist as a juridical personality, while the secondary franchise is a license to perform and transact a special business.
• A corporation can only be dissolved by the state since it was created by operation of law.
• Stockholders are liable only to the extent of their investment.
• In order to determinate a corporation is under GOCC the share of stock must be owned by the government majority or at least 51% share of capital stock.
Patalinghug, Gela Mae C.
2BSA-B
Thank you for this video lecture Atty. These are the key points I've learned:
*Attributes of a Corporation
-Artificial Being
- Created by operation of law
- Right of Succession
- Powers, attributes, properties authorized by law.
*Corporation can only be dissolved with the consent of the state.
*A stockholder in a stock corporation has the right to transfer his/her shares without the consent of the other stockholder.
*Corporation is governed by the corporation code, not by the civil code.
*The status of the Philippine National Red Cross is special and has a structure of sui generis.
Azada, Leonardo Daniel T.
2BSA-A
Greetings!
Thankyou Atty. Reyes for creating this video. I've learned that:
- A corporation can't exist without primary franchise, by which having a juridical personality can be had. And a corporation who will not retained secondary franchise can still exist but it will not engage in specialize business
-LGU's in our city, baranggay and province are considered as corporation created by law
-Meralco and Laguna water as Quasi-Public corporation
- Having one member in a corporation before the revision of the corporation code in 2019 which is Corporation Sole, including the chief archbishop, bishop, minister, rabbi etc
-Effect of mismanagement in corporation, a member who mismanage is sue under the name of the corporation.
-The existence of De Facto Corporation even with the short of requirements of law
-In book, Parent and holding company defined similar. Is there any distinction between the two? because they are explain separately in the slides.
-PNRC is a class of its own/ Sui Generis
:)
-Danica De Vera
Thank you Atty for this video lecture. Here are my learnings for the part 1of Corporation Code
- CORPORATION
is an Artificial being created by operation of law having right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence (SECTION 2)
- The difference between PARTNERSHIP and CORPORATION is that, a Partnership is a mere agreement while a Corporation is created by operation of law. Meaning it needs to undergo to strict compliance with the SEC
- Its power is only up to the extent to what is provided in Corporation Code
- A debt of stockholder will not affect or liquidate the corporation
- A corporation can be dissolve with consent of the State
- There are Classes of Corporation, and some of these are Public Corporation, Private Corporation, Domestic, Foreign, De Jure, De Facto, Stock and Non Stock.
- There are two kinds of franchise, Primary and Secondary
- Primary Franchise is franchise to corporation which granted by the State
- Secondary Franchise is granted to an existing corporation where there are different rights, privileges, power which is not a pre-requisite for corporate existence
Turico, Kian John Ace C.
2BSA-A
Thank you for the lecture attorney! These are the things that I've learned in this episode.
- The law that governs every corporation in Philippines is the "Batas Pambansa bilang 68" and revised to be "The Republic Act. No. 11232" or the "Revised Corporation Code of the Philippines".
- 4 attributes of a corporation.
*Corporation is an artificial being - It has a separate personality given by law (having its own separate name, right to file cases, acquire and poses property, transact business, and go into contract), but cannot act like a natural person (no gender, feelings, and emotions), it only exist in the eyes of the law.
*Created by operation of law - Created by not mere agreement, but by law. The corporation comes to existence only after the approval of the law (after the insurance of the certificate of incorporation by the SEC).
*Has a right of succession - Corporation has the right of continuity (the corporation personality, and artificial identity remains the same even with frequent changes with its members or stockholders, even through death.).
* Has the powers, attributes and properties authorized by law or incidental to its existence - It can only act not physically, but through its board but only those that are granted by law.
- Primary Franchise vs Secondary franchise.
*Primary franchise is the license for the corporation to exist as a juridical person. If there is no primary franchise, a juridical personality cannot be acquired and no corporation shall be made.
*Secondary franchise is a license granted to a corporation in order to have the rights and privileges only to perform a special action or specialize business.
Note: Secondary franchise is given only to those existing corporation or those who have the license of primary franchise. In other words, secondary franchise does not create the juridical personality of a corporation, however, having no secondary franchise and those secondary franchise are dissolve does not mean that a corporation will lose its juridical personality.
- Partnership vs Corporation
*Manner of creation (note: connect to dissolution for better memorization)
P - By mere contract (consensual contract; by agreement of partners)
C - through law
*Manner of dissolution
P - By agreement of the partners or by the will of any partners.
C - Only the state can dissolve the corp. (through law or the government)
*Number of Incorporators
P - By only two partners
C - At least five incorporators. Exemption (corporation sole). But under the Revised corporation code, a one person corporation is accepted.
*Juridical personality
P - The execution of the contract ( meeting of the minds)
C - After the insurance of the certificate of incorporation by the SEC.
*Powers
P - Any power authorized by the articles of partnership but is not contrary to law, morals, good custom, public order, and public policy.
C - Only those provided by law (Those under the revised corporation code of the Philippines)
*Management
P - All the partners (exemption. agreement of the partners)
C - Board of directors
*Effect of mismanagement
P - Partner vs Partner
C- Trustee vs Corporation (derivative suit)
*Right of succession
P - No
C - Yes
*Liability to Third Person
P - Personally liable (expt. Limited partners)
C - Limited, only to the extent of their investment
*Transferability of Interest
P - Principle of Delectus Personnae ( cannot transfer without the consent of the partnership or all the partners because of trust and confidence).
C - Has the right to transfer even without the consent of others.
*Terms of Existence
P - can be established any time and can exist any period of time
C - old corporation code; can exist for only 50 years subject to renewal , Revised corporation code; Perpetual life ( expt. if the art. of corp. provide a term)
*Firm name
P - it is limited the partnership must include Ltd. to its name.
C - Any name in accordance to law, morals, good custom, public order, and public policy (expt. Same name to other corporation)
* Governing law
P - Civil Code
C - revised Corporation code of the Philippines
- Classes of Corporation (Public vs Private vs GOCC vs Quasi- Public corp)
* Relation to the state
Pu- Formed and organized by the state for public use and public good.
Pr- Formed and organized by privates parties for personal and private use and good. It can be stocked or not stock.
G - Created by special laws or charter and treated as a private corporation but publicly controlled and owned. ( For stock corp - Majority of its stock is owned directly or indirectly by the government in stocked corp. For non stock corp - Majority of its members are govt personnel.
Q Pu - A private corporation which engage in public business for public interest and common good. (example; water district)
* Place of incorporation (Domestic vs Foreign)
D - Formed, organized and mandated by the laws in the Philippines
F - Formed, organized and mandated by the laws other than those of the Philippines
* Legal Status
De facto - an existing corp but not all requirements are complied ( can be attacked by quo warranto).
De jure - an existing corp that complied with all requirement
Corp by estoppel - A corporation without authority (fake corporation)
Corp by prescription - a juridical personality is considered by the age and followers
*Existence of stock
Stock - authorized to distribute stock for capitalization and distribution of dividends for profits. Governing body (BOD)
Non- stock - no part of its income is distribute. Governing body (BOT)
*Management and control
Holding company - holds and control another company for purpose and not for investment
Affiliate company - Company who shares the control of the company
Parent - controls the subsidiary
Subsidiary - a corp where more than 0% of the voting stock is controlled by 1 or more intermediaries by other corp.
*Number or member
Aggregate - 5 or more
Sole - 1
Li ban vs Gordon
PNRC is not a GOCC, not a private corporation, not a public corporation, but a sui generis.
DELMUNDO, Humprhey Luis C.
2BSA-A
Thank you for this Atty. some of my key points are as follows:
Corporation has four attributes:
• An artificial being
• Created by the Operation of Law
• Has the right of succession
• Has the Powers, attributes and properties expressly authorized by law or incident to its existence
Primary Franchise is the license to exist as a juridical personality while secondary franchise is accorded only with corporations that has primary franchise. De jure corporation is a corporation that complies with the legalities required by the law while a De facto corporation has a flaw on its requirement but still has the powers just like de jure corporation. Philippine National Red Cross is neither strictly private nor public in nature; it has a class of its own. It is sui generis.
Capillo, Aiberlyn C.
2BSA-A PNC
thank you po atty. Here are some parts that I have learned in Part 1 Corporation Code
- Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence.
- A corporation can only be dissolved with the consent of the state.
- A corporation may exist without the secondary franchise but without primary franchise, it cannot.
-Corporation by estoppel - all persons who assumes to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities, and damages incurred or arising as a result.
- The Roman catholic church is a corporation by prescription, with acknowledged juridical personality
-Philippine National Red Cross, created by special law is not part of the government and is not a private corporation. It has its class of its own
Good Day, Atty! Thank you, Atty for this video lecture. Here are my takeaways from this video lecture:
The corporation is an artificial being created by operation of law having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence. (Sec 2)
The corporation has its personality or identity separate from its directors and stockholders, created by law and not by agreement, the corporation has continuity and it can exercise only the powers granted by law.
The corporation is created by operation of law while Partnership is created by mere agreement of the partners.
Only the State can dissolve the Corporation while in Partnership it can be dissolved by the will of the partners.
The difference between primary and secondary franchises is: Primary franchise is the license of the corporation to operate as a legal entity while the Secondary Franchise is a license that allows the corporation to engage in a specialized business.
The difference between de jure and de facto corporation.
Philippine National Red Cross is a sui generis meaning it is a class of its own.
Lopez, Rea Mae P.
2BSA-A
Good day Atty. These are my key takeaways from your video lecture:
•Corporation is defined as an artificial being created by operation of law. Basically, a corporation exists only in the eye of the law. It is separate and distinct from its owner.
•In terms of franchise, just because corporation will not be able to retain secondary franchise, it does not mean that it will lose its juridical personality or existence. It will remain as corporation.
•I also learned about the distinctions between a partnership and a corporation.
•Public Corporations are organized for the government of a portion of the state, it is created by law.
•Private Corporations are formed for some private purposes, benefit or end. It may be either stock or non-stock.
∆Stock Corporation - created and operated for the purpose of making a profit which may be distributed in the form of dividends.
∆Non-stock Corporation - do not issue stock and are created not for profit but for the public good and welfare.
•Government owned and controlled corporation (GOCC) - agency organized as a stock and non-stock corporation. It is considered as GOCC if majority of 51% of stocks are owned by government.
•Quasi-Public Corporation - cross between private corporation and public corporation.
•De jure corporation - is a corporation existing in fact and in law. It completes all statutory requirements.
•De facto corporation - is a corporation existing in fact but not in law.
•Corporation by prescription or one which has exercise corporate powers for an indefinite period.
Thank you so much for this video lecture!
Melendrez, Jonalyn C.
2 BSA-B
Thank you, Atty! I've learned that:
-Corporation is an artificial being only in the sense that the corporation only exists on the eyes of the law.
-A death of a stockholder does not dissolve the corporation.
-Corporation can only be dissolved by the state.
LICO, ERIKA ANN L.
2BSA-A
Thank you for the clearly expressed lecture Atty. In this episode, I have learned that:
- Without the primary franchise, no juridical personality may exist. But a corporation can exist even without the secondary franchise.
- A partner can sue a co-partner in a partnership but in a corporation, it is called the derivative suit in which the member can file in the name of the corporation.
-A partner cannot transfer his rights or privileges without the consent of ALL of the other partners, while in a corporation, a member can transfer without prior consent.
- A corporation has perpetual existence. A partnership may end at any period of time.
- GOCC" is treated as a private corporation in which the Government owns or controls at least the majority or 51% of the capital stock.
- A Quasi-Public Corporation is in between private and public corporations.
- A De Jure Corporation is organized in accordance with the requirements of the law.
- A De Facto Corporation exists a flaw in its incorporation.
- A Roman Catholic is an example of a corporation by prescription in which an institution is antedated by a thousand of years.
- A corporation sole is managed by a bishop, minister, or rabbi.
- PNRC is not considered as an instrumentality of the state.
JANNIÑA L. WENCESLAO
Thank you for this lecture Atty.! The key points that I gathered during the discussion are:
• Corporation being an artificial being has its own personality separate and distinct from the persons composing. It is existing only in the eyes of law or by legal fiction only and it is only the law that creates a corporation. Also, having the right of succession, it has continuity regardless of what happened to stockholders. Moreover, having only the powers, attributes and properties granted to it by law, can be exercised as an offshoot of it being an artificial being whereby if a certain power has not been expressly granted to a corp. or that the power does not exist incidentally, it cannot be exercised.
• Primary Franchise is a license(issued by the SEC) to exist as a franchise, without this there is no juridical personality can be had. On the otherhand, Secondary Franchise refers to the license of existing corporation to perform or transact specialized business whereby having the fact of not being retained does not mean the corp. is dissolved, it actually can remain to exist but it cannot engage only to specialized business.
• In the distinctions of Partnership and Corporation where because partnership is created by agreement it can also be dissolved by agreement. Meanwhile, Corporation being created by law can only be dissolved by the State. Moreover, in partnership a partner can sue a co-partner who mismanages while when it comes to corp, if wanted to sue a member of the board, complaint must be file in the corporation being called as derivative suit. When it comes to transferability of interest, in partnership there is the Principle of Delectus Personnae where before admission of a person, must be approved by all members and that is because admission is on the basis of trust and confidence while in a corp. stockholders can just tansfer or sell shares without prior consent to other stockholders since purchase of shares in a corp. has no existing trust and confidence among the stockholders.
• Public Corp. created by law with existing Republic Act where organized for the purpose of governing a portion of the state while Private Corp. is incorporated under Corp. Code where there is a need to register in SEC invoking the general law of the Corp. Code and is organized for some private purpose, benefit or end.
• If government, directly or indirectly owns shares of stock of at least majority (51%) of capital stock, it is considered GOCC.
• SUI-GENERIS is a class of its own being regulated by international law and auxilliary of the State like in the case of PNRC.
Thank you for this video lecture atty!
In this video I learned that the Corporation is not created by the agreement of stock holders but it's created by reason of law which is Batas Pambansa bilang 68 now RA Act. 11232 the revised corporation code of tje Philippines. On the other hand partnership is created by the agreement of the partners being consensual in nature of corporation.
Attributes of corporation :
- Artificial Being
- Created by Operation Of law
- Has Right of succession
- Has the Powers, attributes, and properties expressly authorized by the law.
Corporation is artificial being only the power, attributes and properties granted to it by law can be exercise.
Mercolita, Mary Ann C.
2BSA-B
Good Day Atty. Thank you for sharing this informative video. In this video I learned that:
Partnerahip is a consentual contract or nominate contract l
Single person ❌ partnership
Contribute 3 things
- Money
-Property
- Industry
Common Fund- Assets of the partnership
Professional Partnership - Practice a Profession
3 Formalities Requisites Real Rights Properties
1. Written Instrument
2. Contract must be in public instrument with inventory signed by parties
3. Registered in Registry of Deeds
* Amounting 3000 or more must be in public instrument and register in SEC but non registration is not mandatory. Still it had a juridical Personality.
ELEMENTS:
1. Consensual- mere consent
2. Nominate- Special name in law
3. Bilateral- Rights and obligation between parties is reciprocal
4. Onerous- Give something
5. Cummulative- Undertaking of the parties are same or equal.
6. Principal- Does nit depend on other contract
7. Preparatory- Entered into means to an end
DELECTUS PERSONAE
- No one become member w/o consent of all partners.
GUTANG, JOEBELLE D.
2BSA-A
Thank you for this video lecture, Atty!
I learned that:
1. The attributes of corporation is
- artificial being
- created by operation of law
- have the right of succesion
- have power, attributes, and properties authorize by law or incident to its existence.
2. The difference between corporation and partnership
3. The PNRC is a class of its own. It is not public nor private
4. Eleemosynary corporation is organized for charitable purposes.
Estillero, April Vannah Mae E.
2BSA-A
Thank you for sharing this video lecture, Atty. Here are the learnings that I got from watching your video:
- A corporation is an artificial being that it exists in the legal fiction only. It is created by law, thus it exists in the eyes of law only.
- A corporation has a perpetual existence already in the Revised Corporation Code.
- Without a primary franchise, a corporation would not have a juridical personality.
- The basis of admission in the partnership is trust and confidence of all the partners unlike in a corporation where you can just purchase stocks and be one of its owners.
Desate, Patricia S.
2 BSA-B (BLR)
thank you po atty for another lecture. I have learned that
1. the corporation only exist in the eye of the law or exist in the legal fiction
2. the corporation has continuity and the debt of the stockholders does not dissolve the corporation
3. only the powers, attributes and properties granted or provided by the law can be exercised by the corporation
4. Distinction between primary and secondary franchise is that the primary franchise is a licensed to exist as a corporation while secondary franchise are certain rights and privileges conferred upon existing corporation
5. without primary franchise, no juridical personality can be had. also, a corporation may not exist without primary franchise but it can exist a secondary franchise and just because a corporation will not be able to retain its secondary franchise does not mean the corporation will dissolve. it can remain to exist as corporation but it cannot engaged in a specialized business
6. in partnership, it may be organized by two persons but in corporation, there must be atleast 5 incorporators or if in Revised Corporation Code OPC, it can be formed by a single person
7. partnership acquire separate juridical personality at the time of execution of the contract which is different in a corporation where it can acquire its separate juridical personality ONLY from the date of issuance of the certificate of incorporation by the SEC
8. suit against the member of BOD or trustees who mismanages must be in the name of corporation
9. stockholders when it comes to the debt to third person are only liable to the extent of their investment
10. the name of the corporation should not be in the same name or not identical to the name of an already existing corporation.
thank you po again atty. and God bless!
NANGCA, Marjeth v
3 BSA - B
Good day Atty. Reyes! Thank you for this comprehensive lecture.
Here are some key points that I have learned from you:
♡ The elaboration of the distinction of Primary and Secondary Franchise makes the issue of ABS-CBN clear for me. And as you emphasize, just because a corporation will not be able to retain its secondary franchise does not mean that it will lose its juridical personality or the right to exist as a corporation.
♡ The distinction of Partnership and Corporation were discussed clearly.
♡ De Facto Corporation as distinct to De Jure Corporation, which is organized in accordance with the requirements of the law, exists a flaw in its incorporation.
♡ Sui Generis. I am not familiar with this at first but I have learned from this lecture that it is not a public corporation nor a private one. And PNRC is an example of this thus, it is not part of the government.
SURIO, ROSE T.
2BSAA
Thank you sir for this video. this are some of the points that I have learned:
* Batas pambansa blg.68 (corporation code of the phil.0 as amended by RA no.11232 (revised corp code of the phil) governs the corparations.
*memorze section2!
* Attributes of a Corporation
- capacity to contract and transact business
-creature of law
-strong juridical personality
-creature of limited powers
* A corporation may not exist without a primary franchise but it can exist a secondary franchise.
*A corporation can still have a juridical personality without reataining the secondary franchise but it may not engaged in a specialized business.
*Corporation can only be dissolved by the state.
* Corporation will commence to exist only from the date of the issuance of the certificate of incorporation.
*There can be a sole corporation both in the old corp law and revised corp law. ex: corporation formed by priests and pastors.
*Corporation powers are limited by law.
* Corporation is managed by board of directors or trustees.
*Suit against a member of the board of directors or trustees who mismanages must be in the name of the corporation.
*Creditors of the corporation may not go after the personal properties of the stockholders.
*Shares can be transferred without prior consent of other stockholders.
*Corporation has perpetual existence unless the articles of incorporation will provide other term.
*A limited partnership is required by law to add the word "Ltd." to its name.
*A corporate may be anything provided that it is not identical with other corporate names.
*Classes of Corporation
IN RELATION TO STATE
-public (orgainzed for government)
-private(may be stock or non-stock)
-GOCC (created under special law or charter, at least a majority or 51% share of the stock is owned by government.)
-quasi-public (private corporations that is imbued in public interest ex:meralco)
AS TO PLACE OF INCORPORATION
-domestic
-foreign
AS TO LEGAL STATUS
- de jure (in accordance of law) memorize!
- de facto (falls short of the reqs of law)
-corp by estoppel
-corp by prescription
AS TO EXISTENCE OF STOCKS
-stock
-nonstock
AS TO RELATIONSHIP OF MANAGEMENT AND CONROL
-holding
-affiliate
-parent and subsidiary
-JUNIO, RACHEL JOY V. 2BSA-B
Thank you Atty. for these video lectures, and here are my takeaways in this video lecture
- Corporation is an artificial being that can be sued and can sue under its name.
- Losing secondary franchise does not equal to losing its juridical personality because secondary franchise is only a license to operate a specific activity not a license to operate as a legal entity.
- Corporation composed of a single person is already exist in the Corporation Code, this is what we called a Corporation Sole which mostly composed of Priest or Rabbi
- On Liban vs. Gorgon, Gordon is in favorable since PNRC is a sui generis, a class of its own meaning it’s neither a strictly private nor public corporation, thus Gordon can be the chairman of the board and at the same time a senator of the Philippines.
Agdefaa, Cristine
2BSA-B
Thank you po for the video.
Key points I have learned:
Without Primary franchise a corporation cannot exist but a corporation can exist even without secondary franchise. It can remain to exist as a corporation but it may not engage in a specialized business.
Secondary franchise is for existing corporation conducting specialized business.
Under the old corporation there can be a one person corporation but only in the formed of corporation sole.
Barangay Sala and Municipality of Cabuyao is a Public Corporation.
GOCC - majority or 51% of the shares of stock is owned by the government.
Quasi-Public Corporation is actually a private corporation, incorporated invoking the corporation code and registered to SEC but considered by law as Quasi-Public because it is imbued with public interest. For the common good.
Roman Catholic Church is a Corporation by prescription.
PNRC is a class of its own, "sui genesis".
Thank You for this Lecture, Atty.
The following are my key takeaways in this lecture:
Firstly, I have learned that a Corporation has four attributes: an artificial being, created by operation of law, has right of succession, and has the powers, attributes, and properties expressly authorized by law.
Secondly, that a corporation may exist without a secondary franchise but cannot exist if they don't have a primary franchise.
Thirdly, only the government has the ability to dissolve a corporation since a corporation is created by the law.
Lastly, a corporation is governed by the corporation code while a partnership is governed by the civil code.
RAFLORES, Kate Alison P.
2BSA-B
Thanks for the lecture atty.
I have learned
*A corporation exist only in the eyes of the law. Has the powers attributes and properties that can be exercised, enters into contracts and has continuity because of strong juridical personally for the right of succession.
* Primary Franchise is a franchise to exist as a corporation. Licensed to exist as a juridical personality .
*Secondary Franchise are certain rights and privileges conferred upon existing corporations.
*Corporation who didn't retain secondary franchise doesn't mean that it will reduce its juridical personality. It can still exist as a corporation but it may not engage in specialized business.
*Only the state or government can dissolve the corporation
*Corporation is governed by Corporate Code
*Priest can register as Corporation Sole for the purpose of administration of its properties.
*Quasi-public corporation is neither a public or private corporation.
Alcobendas. 3 BSA-B
thank you atty.
things I've learned:
- a corporation which doesn't retain its secondary franchise doesn't mean it loose the juridical personality or existence
- it is retain as corporation but cannot engage in specialized business (ABS-CBN)
- under revised corporation code, corporation has perpetual existence
- firm name should not be identical or similar to other firm
- public corp is created by law while private corp is under corp code
- GOCC - atleast a majority or 51% capital stock belong to the government
Thank you Atty. for the lecture. The lesson I learned are:
- Just because a corporation will not be able to retained its secondary franchise, it doesn't mean it will loss it's juridical existence. It will only can't engage in specialize business.
- If you want to sue a particular member of BOD/BOT the complaint must be filed in name of Corporation or the Derivative suit
- The corporation is considered as GOCC when the government indirectly/directly owns AT LEAST a majority of 51% share of the capital stock
- Corporation by Prescription means it existed as an entity for so many years
- Mining oil companies, stock exchanges, banks, insurance companies, public utilities, educational institutions and corporations are not allowed to incorporate as close corporation
Thankyou po ulit ATTY. this time, ang natutunan ko naman po ay:
- A corporation can exist without a secondary franchise, but cannot exist in the absence of Primary franchise
- Non-stock corp = Board of trustees
- Sui Generis = Strictly private nor public in nature
- ExamplePhilippine national red cross
- A stockholder can file a complaint by the name of the corp
- In GOCC, shares must be majority or at least 51% of capital srock
-
Thank you for this wonderful lecture Atty., these are the thing I've learned from this episode:
- Corporation is just like a human person. Given by law its own personality although it cannot exist as a natural person. Corporation exists only in the eyes of the law no it is a mere creation of the law.
- Just because a corporation will not be able to retain its secondary franchise does not mean that it will lose its judicial personality or its existence it can it can remain to exist as a corporation but it may not engage in a specialized business.
- Corporation may not enter into a mining activities without license from the mines and geosciences and the bureau.
Reformo, Princess Cyra D.
3BSA-A
*things
Thank you po Atty! I Learned in this video that
-A corporations is an artificial being
-The difference between a Partnership and Corporation
-The Different Classes of Corporation
Archimedes Jarod R. Argosino
2BSA-A
thank you for the lecture po atty
keypoints
there are 4 attributes of a corporation
- artificial being- corporation is like a human being, law has been given its personality that is separate and distinct from the persons composing it; exists only in the eyes of the law
- created by operation of law - RCC, only a law can create a corporation
- right of succession - it has a continuity; death of a stockholder does not dissolve a corporation
- powers, attributes and properties expressly authorized by law or incident to its existence - only the powers, attributes and properties granted by law can be exercised by the corporation because it is an artificial being
primary franchise = license to exist as a juridical personality issued by SEC ; no primary franchise no juridical franchise
secondary franchise = license to perform or transact a specialized business
Thank you for this video lecture atty! Here are my takeaways:
Corporation is an artificial being created by operations of law having the rights of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. This means corporations is not a natural being that have feelings or emotions, yet still considered a being but only artificial because it also have a juridical personality separate from its stockholders or members. This is where the doctrine of separate juridical personality is emphasized. Doctrine of separate juridical personality means a corporations have the right to bring action and is liable only to corporation and not for the stockholder’s property and liabilities. The same goes with the stockholders or members of the corporation. Hence a corporation have the capacity to enter into a corporation and able to transact business. However, in the doctrine of piercing the corporate veil may prevail when there is fraud omitted by the stockholders. It means the separate juridical personality is disregarded. Additionally, it is created by operations of law as the corporation may only exist when it is granted and authorized by state. A corporation have perpetual existence though in an old corporation it only exists up to 50 years. It has the rights of succession where in even a shareholder died or decided to leave the corporation, the corporation will not lead to dissolution as it will only be dissolved by the state. Lastly, corporation have limitations. Only those powers, attributes, and properties will be controlled and can exercise by the corporation which are expressly authorized in this Code or incidental. A corporation will only exist upon the issuance of certificate of incorporation by Securities and Exchange Commission with its official seal.
There are also different classes of corporation. It can be a stock corporation (for the purpose profit-making and there is a distribution of dividends to its stockholders) or a non-stock corporation (there is no issuance of stock and not for profit, therefore no distribution of dividends), corporation aggregate or corporation sole, public corporation or close corporation, ecclesiastical corporation or lay corporation, eleemosynary corporation or civil corporation, domestic corporation or foreign corporation, public or private corporation, de jure corporation (where there is absolutely valid and strictly complied with all statutory requirements) or de facto corporation (is a valid corporation but there are flaws executed by them) , corporation by estoppel (in fact not a corporation, but considered as a corporation by the parties involved), quasi-public corporation or government owned or -controlled corporation, and holding, affiliate or parent and subsidiary companies. A corporation created under special law is subject to constitutional limitations owned and controlled by the government. Meaning, 51% of the shares of capital stock is owned by the government. There are also different classes of shares, as well as the different kinds of preferred shares. As a general rule, no shares shall be deprived of voting rights. Except to founder’s share, redeemable share, and treasury shares.
A corporation is composed of incorporators, wherein they must be a natural person, must be of legal age, must own at least 1 share of stock, and majority of them must be a Filipino resident. They are originally who executed, mentioned, and signed in the Articles of Incorporation. A corporator as distinguished by incorporator, they are the ones who compose a corporation. They can be in minor age. In a stock corporation, they are called stockholders, while in a non-stock corporation, they are called as members.
Yaldua, Justine Mae B.
2BSA-A
Thank you atty. for another lecture. in this episode I've learned that:
- A corporation is created by operation of law and therefore it can only dissolved with the consent the State.
- Death of a stockholder does not dissolve the corporation.
- Without a primary franchise a corporation has no juridical personality
- Only the law can create a public corporation
- A corporation is a GOCC if atleast a majority or 51% of the share of the capital stocks is owned or controlled by the Government.
- The PNRC is a class of its own being neither a private nor public in nature.
These are the things i have learned from the lecture
-Corporation may not exist without a primary franchise but can exist in secondary franchise
-Secondary franchise is accorded only to an existing corporation
-Just because the corporation is not able to retain its secondary franchise does not mean that it will lose it juridical personality
-Remain as a corporation but may not engage in a specialized business
-If a corporation is created by operation of law then it can only be dissolved with the consent of the state
-Government owned or controlled corporation are corporations created under a special law or charter
-Quasi public corporations are those that have business imbued with public interest
Thank you, Atty
Thankyou atty. for this lecture. Here are some key points that I have learned in this episode:
- A corporation can only be dissolved with the consent of the state.
- The distinction between a primary franchise and secondary franchise.
- A corporation may not exist without a primary franchise. The fact that the corporation will not retain its secondary franchise does not mean that it is dissolved or does not mean that it will lose its juridical personality or its existence. It can remain to exist as a corporation but it may not engage in a speacialized business.
- Stockholders are liable only to the extent of their investment.
- Classes of corporation
- Philippine National Red Cross (PNRC) is not part of the government. It is created by virtue of R.A. No. 95
Thank you for yet another lecture Atty. Here are the things that I have learned from your lecture:
- Just because a corporation will not be able to retain its secondary franchise does not mean that it is dissolved. It will not lose its juridical personality or its existence. It can remain to exist as a corporation but it may not engage in a specialised business.
- Any corporation may be considered a close corporation except those declared to be vested with public interest.
- A partner in a partnership cannot transfer his interest without the consent of other partners.
- A stockholder in a corporation may transfer his shares without the consent of other stockholders.
- In classes of corporation
*Public Corporation - created by law. *There is a Republic Act.
Private Corporation - incorporated under the corporation. No Republic Act.
*GOCC - reated under special law or charter. Private not public corporation. To determine: the share of the capital stocks owned by the government should at least a majority or 51%.
*Quasi-Public Corporation - A cross in between private and public corporation. Usually school and water districts. Actually private corporations registered with the SEC organised or incorporated invoking the corporation code, but considered as Quasi-Public Corp because of the kind of business they are engaged in (imbued with public interest / for the common good of the public) Ex: Meralco
*De Jure Corporation - A corporation organised in accordance with the requirements of law. All requirements complied. Cannot be successfully attacked even in a direct proceeding by the state.
*De Facto Corporation - A corporation existing with a flaw, it falls short of the requirements of law. It exists for all practical purposes as a corporation but has no legal right because of some defect or flaws in its requirement. Can be collaterally attacked in any private suit.
*Corporation by Estoppel - all persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof.
*Corporation by Prescription - because of the lapse of so many years, existing as an entity for so many years, immemorial. The law accorded it its own juridical personality. Ex: Roman Catholic Church
RELIMBO, ROSE ANGELIQUE R.
3BSA-B
Good day Atty. Reyes! These are my takeaways in your discussion.
I learned about the definition of Corporation which is defined as an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. The classes of corporations which is the Public, private, GOCC and Quasi-Public corporations. Corporations acquire juridical personality from the date of issuance of the certificate of incorporation by the SEC under its official seal. Corporation's existence is perpetual in nature.
-Danica Leene Gabarda
2BSA-A
Pamantasan ng Cabuyao
Thanks for the comprehensive lecture, Atty. I've learned that:
• Batas Pambansa Blg. 68 is the law governing the private corporations in the Philippines but then amended to Revised Corporation Code (R.A 11232) on Feb 2019
• Attributes of a Corporation are as follows:
1. It is an artificial being
2. It is created by operation of law
3. It has the right of succession
4. It has the power, attributes and properties expressly authorized by law or incident to its exiatence
• The distinctions between a partnership and corporation
• Classes of Corporations that are not enumerated in the book such as:
1. Classes of Corporation as to the Relation to Management and Control
a. Holding Company
b. Affiliate
2. As to purpose of Incorporation
a. Municipal Corporation
b. Religious Corporation
c. Educational Corporation
d. Charitable, Scientific and Vocational
e. Business Corporation
• Case of Philippine National Red Cross on whether it is a public or private corporation.
Nessa Mie M. Alumbro
2BSA-A
Thank you Atty. These are what I've learned.
1. 4 attributes of corporation: (1) An artificial being (2) Created by operation of law (3) Has the right of succession (4) Has the powers, attributes, and properties expressly authorized by law or incident to its existence
2. When one wants to file a case against a board member, it will be executed in the name of the corporation other known as derivative suit where the rights of corporation was violated
3. Corporation is created by law or by operation of law therefore it can only be dissolved with the consent of the State.
Thank you Atty. for this fruitful lecture of yours. Some important notes I've written are as follows:
• A corporation does not mean it has lost its juridical personality when it has lost its secondary franchise.
• The old corporation code allows a kind of corporation composed of single person in case for the priest, rabbi for the purpose of administration of its properties.
• In case of mismanagement in the corporation, the stockholders may file a complaint in the name of the corporation (Derivative Suit)
• Quasi-Public corporations are actually private corporations. They are viewed as quasi-public because the type of business that they are engaged in involves the interest of the public. Even so they are created as how private corporation was created.
Thank you po atty. I have learned in this discussion that:
- Corporation only commences its juridical personality upon issuance o the certificate of incorporation provided by the Securities and Exchange Commission.
- Corporation with primary franchise can still exist as a corporation even though do not have license to transact into specialized businesses.
- Corporation does not dissolve or loose its juridical personality even though does not retain its secondary franchise.
- Powers of the corporation are those only expressly granted by law or implied from those granted compared to powers of partnership which are those authorized by all partners.
DIA, KRISTEL S.
2BSA-A
Thank you, Atty. Reyes for the very clear lecture.
These are some points I've remembered:
1. Connect the manner of creation and way of dissolution of both partnerships and corporations. If a partner is created by mere agreement, it is also dissolved in such a way. A corporation is created by law so it may also be dissolved by law, by the consent of the State.
2. There is also a single person corporation in the Old Corporation Code. It is called the corporation sole.
3. Admission by a partner in the partnership is on the basis of trust and confidence, which is very different from a corporation.
REYES, JIAN KARLO P.
2BSA-A
Thank you Atty. for making a video lecture. Here are the lists of what I've learned:
Primary Franchise is the license to exist as a juridical personality. It is issued by SEC. Without a primary franchise, no juridical personality can exist.
Corporation is an artificial being created by operations of law, having rights of succession, and the powers, attributes and properties expressly authorized by law.
A secondary franchise is accorded only to a existing corporation. Corporation still exist without it.
Thank you for your lecture sir, I'm Nicolle Saliba and here are the points that I've learned:
- Corporation is an artificial being, created by operations of law having the rights of succession, powers attributes and properties expressly authorized by law or incident to it existence.
- Primary Franchise is the license to exist as a juridical personality.
-Secondary Franchise accorded only with corporations that has primary franchise.
-Public Corporations were formed for governing small portions of the state.
Thank you for this informative lecture Atty! The following are the things that I learned form this video:
- Corporation is an artificial being which is in the sense that a Corporation exist only in the eyes of law. Which exist only as a legal fiction.
- It is an operation created by law, which is unlike in the partnership that consensual in nature or it is perfected by mere agreement, a corporation is not created by an agreement of its stockholders but it is created by the reason of law.
- Secondary franchise refers to a licensed of an existing corporation to perform or transact a specialized business.
- Corporation can only be dissolve by the consent of the state.
-Powers can only be exercise only in the powers expressly granted by law or implied from those granted or incident to its existence.
-It is clear that a corporation is considered GOCC or government owned or controlled corporation only when the government directly or indirectly owns or controls at least majority or 51% of the capital stock.
Mendoza, Joyce Anne E.
3BSA-B
Thank you for this lecture, Atty!
Batas Pambansa Blg. 68 ( Corporation Code of the Philippines), while the new amending law is Republic Act No. 11232 (Revised Corporation Code of the Philippines)
Primary Franchise - it is the license to exist as juridical personality issued by SEC.
Secondary Franchise - refers to a license of an existing corporatiom to perform or transact a specialized business.
GOCC or Government Owned or Controlled Corporation - the share of stocks must be owned by the government or at least majority or 51% share of the capital stock.
Quasi-Public Corporation - are imbued with public interest like Meralco they provide the electricity in the household.
Philippine National Red Cross (PNRC) - it can neither be classified as an instrumentality of the State.
Thank you for the lecture, Atty.
Here are some of the key points that I have learned:
-A corporation can exercise only the powers expressly granted by law or implied from those granted or incident to its existence
.
-A corporation can exist without a secondary franchise. But, without a primary franchise, a partnership may not exist, it has no juridical personality.
-A corporation is created by law or by operation of law therefore it can only be dissolved with the consent of the State.
-A corporation commences to exists only from the date of the issuance of the Certificate of Incorporation by the Securities of Exchange and Commission.
-The term of existence of a corporation is perpetual.
-A corporation is governed by the Corporation Code
-A de jure corporation is organized in accordance with the requirements of the law while a de facto corporation falls short of the requirements of law.
-Philippine National Red Cross, created by special law is not part of the government and is not a private corporation. It has its class of its own.
Thank you again for the Lesson Atty. Here are some key point that I learned in the video
- Corporation as an artificial being created by Law, as a connection to this rule only the state itself can dissolve a corporation
- A primary franchise may exist without a secondary franchise but a secondary franchise cannot exist without a primary franchise
- Corporation sole is a one-person corporation authorized only for bishop, priest it is different from the OPC in the revised corporation code
- When a partner in the partnership mismanage that affairs of the partnership the partner can sue the partner, while in a corporation when the board of directors mismanages the corporation the stockholder must complain through a derivative suit
- Public Corporation are those corporations formed or organized for a government or portion of the state, while Private Corporation are those formed for some private purpose, benefit, or end; it may be stock or non-stock
Thank you for this lecture Atty! Here are some of the key points that I have learned from this lecture:
- The governing law of Corporation is Batas Pambansa Blg. 68 (Corporation Code of the Philippines). As February 28, 2019 the Revised Corporation Code of the Philippines (RA No. 11232) amended the old law.
- Corporation is an artificial being only in the sense that the corporation only exists on the eyes of law and it has its own personality separate and distinct from its stockholders or members although it cannot exist as a natural being.
- A stockholder can transfer his share without the consent of the other shareholders.
- A corporation cannot exist without primary franchise while secondary franchise is the license of an existing corporation to perform specialized business. Lose of a secondary franchise doesn't make a corporation dissolved, it is only be dissolved with the consent of the state.
- A corporation can only be dissolved by the state.
- De Jure corporation cannot be successfully attack even if a direct proceedings by the state while De facto corporation can be collaterally attack.
- The corporation which at least 51% share of the capital stock owned by the government is considered as a GOCC and it is treated as private corporation.
Plancia, Sheila Mae M.
2BSA-B
Thank you for another lecture Atty. I have learned that:
-A corporation may not exist without a primary franchise but it can exist with a secondary franchise.
- Just because a corporation will not be able to retain its secondary franchise it does not mean that it will lose its juridical personality or its existence. It can remain to exist as a corporation but it may not engage in specialized business.
- The juridical personality of a corporation will commence to exist only from the date of issuance of the certificate of incorporation.
- In partnership, a partner can sue a co-partner who mismanages. In corporation, suit against a member of the board of directors or trustees who mismanages must be in the name of the corporation.
- Quasi public is between a public and a private corporation. They are organized invoking the corporation because of the kind of the business they are engaged in. The business is imbued with public interest that is why the law treats them as semi-public corporation.
God bless Atty!
Good day Atty. Reyes! Thank you for this video presented to us. As it was mentioned on this Part 1 lecture about the Corporation Code of the Philippines its definition, classifications of corporations, distinctions between partnership and corporation and additional information regarding the issue of Philippine National Red Cross.
A. It is an artificial being. Wherein it has a capacity to contract or transact a business. It was given by law its own personality which is separate and distinct to that of the natural persons that is why it can only act through the directors and other employees.
B. It is created by Operation of Law. Its mere creation needs the consent from that of the state with corresponding compliance with all the requirements.
C. It has the right of succession. A stockholder can transfer ownership of its stock and does not need any consent from the others. Its existence will continue even there is a death of one of the stockholders or member.
D. It has the powers, attributes, and properties expressly authorized by law or incident as to its existence. The corporation can only exercise what is granted by the state may it expressly or impliedly. General and express powers are provided in Sec 36 which a corporation can lawfully exercise while those beyond are prohibited. In connection, a contract of marriage is not allowed for the corporation under Sec. 1 of Family Code, marriage is only between a man and a woman.
It is now clear with me how a primary franchise distinguished with secondary franchise. The former refers to the license given by the state for a corporation to exist while the latter are certain rights and privilege obtained by the corp. which is not a pre-requisite for its corporate existence. Regarding with the timely issue with ABS-CBN, it was not given a franchise to renew but it still can exist as a corporation but cannot engaged in a specialized business.
With respect to the distinction between a partnership and corporation, partnership can be created by mere agreements of the partners and eventually dissolved by the partners while a corporation is created by the operation of law and dissolved only when there is consent from the state. The term of existence under the Revised Corp. Code is perpetual.
Lastly, with regards to Philippine National Red Cross, it is not a part of a government or private corp. either, but a sui generis (class of its own).
Gordula, Shaira C.
2BSA-B
Thank you po for this lecture atty.
Ito po yung ilan sa aking mga natutunan sa episode na ito:
1. Primary franchise is the license to exist as a juridical personlity, without this, no juridical personality can be had.
2. Secondary franchise is a license to transact a specialized business.
3.A de jure corp. Is created in strict or substantial conformity with the statutory requirements for incorporation.
4. De facto corp is actually exists for all practical purposes as a corp but has no legal right to corporate existence against the state.
5. Sa old corp code ( b.p. blg. 68) pwede ang one person sa pagform ng corp, tinatawag itong corporation sole. A corporation sole is consist of a priest/rabbi/pastor...
Thank you, Atty. for the video lecture!
Below are some of my learnings from Title 1 of the Corporation Code discussing the Definition and Classification of corporations:
- I have learned from the video that a corporation has a separate personality from the one who composes it.
- A corporation cannot exist without a primary franchise as it is a license to exist as a corporation.
- Corporation is different from the partnership in many ways such as the manner of creating them, numbers of incorporators required, in acquiring a juridical personality, the powers to exercise, the term of existence, and the manner of dissolution.
- I have also learned that there is a De Jure Corporation and a De Factor Corporation. Wherein these two are in contrast. De jure corporation is a corporation that complies with what the law requires while a De facto corporation has a flaw in its requirement.
- Also, I have learned that Philippine National Red Cross is not a public corporation nor a private corporation. It is sui generis or has a class of its own wherein it enjoys a special status as an important ally and auxiliary of the government in the humanitarian field.
Roble, Ramilyn M.
2BSA-A
Thank you again Atty. Reyes for this lecture. I've learned that:
- Corporation is an artificial being created by operations of law, having rights of succession, and the powers, attributes and properties expressly authorized by law.
- Partnership is created by mere agreement and corporation can exist by the operation of law.
-Only the state can dissolve the existence of Corporation.
-According to revised corporation code, Corporation shall have perpetual existence unless articles of incorporation provides otherwise.
- Stockholders are only liable up to the extent of their contribution in the corporation.
-Stockholders can transfer ownership of shares without the consent of other Stockholders.
-Shareholding of the government must be atleast 51% of capital or majority in order for it to consider as GOCC.
Jaurigue, Ma. Erica V.
3BSA-A
Thank you Atty Reyes.
Things I have learned
1. Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.
2. A corporation may exist without the secondary franchise but the corporation should have primary franchise.
3. death of a stockholder does not dissolve the corporation because it has the attribute of the right of succession.
4. The debt of a stockholder will not dissolve the corporation.
5.If a corporation is formed organized or existing under the laws of the Philippines, it is a domestic corporation.
Thank you for that detailed lecture Atty..These are the key points I've learned from the discussion:
*Corporation is created by reason of the Law.
*The death of a stockholder does not dissolve the corporation because it has the attributes of the right of succession.
*Only those powers which are expressly provided by law can be exercised by the corporation as to its attribute being an artificial being.
* Primary franchise is the license to exists as a juridical personality and is issued by the SEC.
*Without the primary franchise a corporation cannot exist but it can exist without the secondary franchise.
*Partnership may be dissolved at any time by the will of any or all of the partners while corporation can only be dissolved with the consent of the state.
*There can be One Person Corporation but only in the form of Corporation Sole.
*To determine GOCC, Government must own at least 51% share of the capital.
*GOCC is a corporation with special charter.
*Quasi Public Corporation is between a private and a public corporation.
*De Jure - a corp. organized in accordance with the requirements of Law.
*De facto - a corp. existing with a flaw in its incorporation but it falls short of the requirements of Law.
*Roman Catholic Church is a corporation by prescription with acknowledged juridical personality.
*Philippine National Red Cross (PNRC) is not an instrumentality of the State. Therefore, Senator Gordon is allowed to occupy a position as a chairman, because it has its own class which is called "sui generis"
ZAMORA, YNNA G.
2BSA-B
Thank you Atty. for this uploaded vid of the Corporation Code. Here's the key points that I've learned in this part po.
-without primary franchise, no juridical personality can be had and just because a corporation does not retain its secondary franchise doesn't mean that it is dissolved or it will lose its juridical personality or its existence. It may still remain to exist as a corporation but it may not engage in a specialize business.
-with regards to existence, a partnership may be established for any period of time stipulated by the partners while under the revised corporation code, corporation has a perpetual existence.
-A partner in a partnership cannot transfer his interest w/o the consent of other partners while a stockholder in a corporation may transfer his shares w/o the consent of other stockholders.
-a corporation is considered as GOCC only when the government directly or indirectly owns or controls at least a majority or 51% share of capital stock.
-any corporation may be incorporated as a close corporation except mining or oil companies, stock exchange, banks, insurance companies, public utilities, educational institution and corporation declared to be vested w/ public interest.
-the Philippine National Red Cross is neither a public nor a private corporation but a sui generis which enjoys a special status in the auxiliary of the government in the humanitarian field in accordance under the international law.
▪︎Erica C. Beltran(3BSA-B)
Mas nakakafollow po ako sa discussion because of your simple ppt Atty. Thank you po for that and mas nagreretain po siya with your explanation po. The key points that I have understand:
(1) under section 2, Corporation is an artificial being, created by the operation of law, having the rights if succession, with powers, attributes and properties expressedly authorized by law incident to its existence. At needed po siya lagyan ng star, kasi nandito na din po yung attributes ng corp. na nahahati sa apat.
(2) you have pin point din po about the franchise of abs cbn which clearly states the differences between primary franchise. That a corporation does not need to retain its secondary franchise, and can still exist as a corporation, but it cannot engage to specialized business.
(3) Corporation has continuity, that death of a stockholder does not dissolve the corporation because it has the attribute of the right of succession. It is governed by BoD.
(4) quasi puvlic corp is actuall a private corporation.
Quina, Mary Grace 3BSA- B
Thank you for such a very informative and detailed discussion, Atty. Here are the key points that I've learned from this episode:
- The corporation is a person in the eyes of law, and it has its own personality separate and apart from its stockholders or individual members, who, as natural person.
- Corporation is not created by the agreement of the parties, but it is created by operation of law. It is needed to have a consent from the state if the corporation will be dissolved.
- The powers of the corporation is limited only from what is granted by the state
- The detailed discussion about the primary and seconday franchise, which the corporation cannot exist without the primary franchise, but it can still exist without the secondary franchise.
- The different classes of corporation, and the distinction between partnership and corporation.
- Additional information about Philippine National Red Cross (PNRC) which it is not mere instrumentality of the state. That is why, Senator Gordon can be the chairman of it, because it has its own class, which is called "sui generis".
- Ella Joyce Alacapa
Thank you ulit Atty. I learned in your lecture that:
-Primary franchise is the license to exist as a juridical personality issued to SEC. A corporation may exist without a primary franchise but it can exist a secondary franchise.
-Secondary franchise is accorded only to an existing corporation or to aa corporation with primary franchise
-Just because a corporation will not be able to retain its secondary franchise does not mean that it will lose its juridical personality or its existence. It can remain to exist as a corporation but it may not engage in a specialized business.
-Quasi public corporations are actually a private corporation. They are registered with the SEC, and they are organize or incorporated invoking the corporation code. But they are considered by law as Quasi-public Corporation because of kind of the business that they are engage in. Their business is in-viewed with public interest.
After watching this video I have learned a lot and these are the topics that have been discussed that I am not really familiar with:
-A corporation that will not retain its secondary franchise does not that mean it is dissolved or it will lose its juridical personality it only means that it cannot engaged in a specialized business.
-Board of directors is for Stock corporations. Board of trustees is for non-stock corporations.
-I also learned that a corporation can now exist forever unless the Articles of Incorporation will provide the corporate existence.
-GOCC can be determined if its shares of stocks was owned by the government at least 51%.
-About the PNRC.
Thank you for this video, sir! This is very helpful. God bless!
Thank you for this lecture, Atty! Below are some of my key takeaways for this video:
• I've learned the definition of a corporation, and its four attributes which are: (1) artificial being, (2) created by operation of law, (3) has the right of succession, (4) has the powers, attributes and properties expressly authorized by law.
• The differences of a corporation and partnership in terms of creation, number of incorporators, commencement of juridical personality, powers and so on.
• Without a primary franchise, a corporation cannot exist and without a secondary franchise, a corporation will exist as a corporation but cannot engage in a specialized business.
• The different classes of corporation, especially the GOCCs in which are actually treated as a private corporation but the government owns the majority of its stock.
• The difference between a de jure and a de facto corporation.
• That PNRC is declared as a sui generis or "a class of its own" by the court.
Gonzales, Karl Wilson M.
2BSA - A
Good day atty! Thank you for the knowledge. In this video I learned that:
- Partnership is governed by the Civil Code while the Corporation code covers the Corporation
- The four attributes of a corporation ( an artificial being, created by the operation of law, has the right of succession and it has powers, attributes and properties expressly authorized by the law)
- A corporation may exist without the secondary franchise but it cannot exist without the primary franchise
- Through stipulation of partners, a partnership may arise while corporation can exist perpetually in accordance to the Revised Corporation Code
- Consent of the state is needed to dissolve a corporation
- If the government owned at least 51% of the OCS of the corporation then it is considered as GOCC
- If the corporation is neither public or a private corporation then it is a quasi-public corporation
Solmirano, Franz Joeber R. | 2BSA-B
Thank you so much for the lecture Atty. For this topic, I have learned the following:
• The law creates corporation as an artificial being. The law has given corporation its own personality although it cannot exist as a natural being.
• Primary franchise is the franchise to exist as corporation while secondary franchise has certain privileges conferred upon existing corporation.
• In partnership, partners as such can sue a co-partner who mismanages while in corporation, suit against a member of the board of directors or trustees who mismanages must be in the name of the corporation.
If you want to sue a particular member of the board of directors or the board of trustees then the complaint must be filed in the name of the corporation.
• Derivative suit means that the rights of the corporation was violated which is why a stockholder can file a complaint in the name of the corporation.
• Barangay, municipality, city or the province or provincial government are considered by law as a corporation but it is considered as a public corporation because it is organized for the purpose of governing a portion of the state.
• A De facto corporation it exists actually for all practical purpose. It exists as a corporation, however it has no legal right to corporate existence because of some defect or flaws in its requirement.
• According to Supreme Court, The Philippine National Red Cross PNRC is not an instrumentality of the State. It is not part of the government. The structure of PNRC being neither private nor public in nature. PNRC is created by virtue of RA No. 95.
Pioquid, Hannah Nicole B.
3BSA-A
Thank you po Atty. for this video. This are the list of what I've learn from this video.
Cruz, Mariel E. BSA-2B
Corporation
- an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressively authorized by law or incident to its existence.
4 Attributes of corporation (based on the definition of Sec. 2)
- Artificial Being
- Operation of Law
- Right of Succession
- Powers, Attributes and Properties Expressly Authorized by Law of Incident to Its Exixtence
Primary Franchise
- Exist as a corporation
Secondary Franchise
- Certain rights and privileges conferred upon existing corporations.
Partnership
- Created by mere agreemet of parties
- Organized by only two person
- Acquire juridical personality from the moment of execution of contruct
Corporation
- Created by law or by operation of law
- At least five incorporations
- Only from the date of the issuance of the certificate of incorporation
Classes of Corporation ( relation to state )
• Public Corporations - formed or organized by the government of the portion of state
• Private - One formed for some private purpose, benefit or end.
• GOCC - Created under a special law or charter. Treaded as private corporation
• Quasi-Public Corporations - A cross between privates and public corporations. ( schools, districts )
Classes of Corporation ( as to place of corporations
• Domestic - Existing under the law of Philippines
• Foreign - Existing under any law other than those of the Philippines
Classes of Corporation ( as to legal status )
• De jure Corporation - Organized in accordance with requirements of law
• De Facto Corporation - Exist a flaw in its incorporations, shorts requirements
• Corporation by Estoppel - All assume to act a corporation knowing it to be without authority to do.
• Corporation by Prescription - Roman catholic church is a corporation by predcription
Classes of Corporation ( as to existence of stocks )
• Stock corporation - Has a capital stock divided into shared and its authorized to distribute to the holders
• Non-stock corporation - no part of its income is distributable as dividends to members
Thank you, Atty! Here are the key points that I have learned from your lecture:
• Without primary franchise, no juridical personality can be had.
• Corporation may not exist without primary franchise but it can exist a secondary franchise. Just because a corp will not be able to retain its secondary franchise, does not mean it will loose its Juridical personality or existence. It can remain to exist as a corporation but it may not be engaged in specialized business.
• Corporation can only be dissolved with the consent of the state.
• Under old corporation, there can be one person corp but only to the form of corporation sole.
• Acquisition of Juridical personality from the date of issuance of COI from the SEC
• Corporation can exercise powers expressly granted or incident to its existence.
• Power is vested on the BOD/ trustees management
• If you want to sue a particular member of the board or trustees, the complaint must be filed under the name of the corporation.
• Public corporation is organized for the government. Created by law
• GOCC is created by special law or charter. It is treated as private corp. Share holding of government must be at least 51% of capital stock or majority.
• De Facto corp has no legal right to corp existence. Its existence can be collaterately attacked.
• De Jure corp- all requirements has been complied. Cannot be successfully attacked.
Philippine National Red Cross
• It is not an instrumentality of the state.
• Not a private corporation
• PNRC is a class of its own. Because it is regulated by international humanitarian law.
Ellenor Del Rosario
3BSA-A
Thank you Atty for the lecture.
Things that I’ve learned:
- Corporation has given by law its own personality although it cannot exist as a natural person.
- Corporation is not created by the agreement of stockholders but it is created by reason of the law.
- Once a corporation embodied its juridical personality or primary franchise and it can exist as a corporation.
- Secondary acquired only when existing corporation or two corporation with primary franchise.
- If the corporation will not able to retain its secondary franchise it will not lose its existence, it can remain to exist but it may not engage in specialize business.
- In revised corporation code, corporation can be formed by a single person. But in the old corporation code their is kind of corporation compose of one person called sole corporation.
- If you file a suit against a member of a corporation it must be in name of the corporation called derivative suit.
- In revised corporation code the corporation can exist in perpetual existence but in old corporation code corporation can only exist 50 years.
- In order to determine if the corporation is under GOCC the share of stock must be owned by the government majority or atleast 51% share of capital stock.
Michael Colin M. Paculan
2BSA2
Thank you, Atty. for this wonderful lesson. these are the list of what I've learned:
-the distinction between a primary and secondary franchise
-without a primary franchise no juridical personality can be had
- a corporation is a stock corporation is governed by the board of directors
-a corporation is a non-stock corporation is governed by the board of trustees
-the rights of corp. was violated which is why the stockholder can file a complaint by the name of the corp.
-PNRC is created by the virtue of Rep. Act 95; it can neither be classified as an instrumentality of the state nor strictly as a private or public corporation; it is regulated by international humanitarian law and is treated as an auxiliary of the State
thank you Atty. Reyes for the great and informative lesson.
learnings:
the definition of corporation and also its attributes:
-an artificial being
-operation of law
-right of succession
-power, attributes and properties expressly authorized by law or incident to its existence.
-without a primary franchise no juridical personality can be had.
- the fact that the corporation will not retain its secondary franchise does not mean that it is dissolve, but may not engage in a specialized business.
-in partnership you can sue your co-partner while in corporation if you want to sue a particular member of the board of directors or board of trustees then the complaint must be filed the name if the corporation.
2BSA-B
Alvarez, Laurice C.
Thank you for this lecture, Atty. In this episode, the lessons that I have learned are:
- The law governing private corporations in the Philippines is Batas Pambansa Blg. 68 or known as the Corporation Law. But it is now amended by RA 11232 or the Revised Corporation Code last February 2019;
- The definition of Corporation;
- Primary Franchise is the license to exist as a juridical personality while Secondary Franchise is the license in existing corporations to perform or to transact a specialize business;
- The difference between Partnership and Corporation;
- The trick in the comparison between partnership and corporation is always connect the manner of creation with the manner of how a corporation is dissolved;
- Brgy, Munipality, City and Province are also Corporation;
- To determine whether a corporation is considered as a GOCC, shares of stock must be owned by the government which must be at least 51% of the capital stock;
- MERALCO is actually a private corporation because they are organized or incorporated invoking the corporation code and registered with the SEC. But they are considered by law as Quasi-Public Corporations because of the kind of the business that they are engaged in;
- The Roman Catholic Church is considered as a Corporation by Prescription because of the lapsed of so many years, it exist as an entity; and
- Philippine National Red Cross (PNRC) is not an instrumentality of the State or not part of the government. It is a class of its own (SUI GENERIS) because it is regulated by international humanitarian law and is treated as an auxiliary of the State.
Thank you so much, Sir!
BENOSA, ANGELICA F.
2BSA-A
Thank you for the lecture Atty. The lesson I learned are:
-A corporation may not exist without a primary franchise but it can exist as a secondary franchise.
-A corporation is created by law or by operation of law therefore it can only be dissolved with the consent of the State.
-A corporation commences to exists only from the date of the issuance of the Certificate of Incorporation by the SEC
- A corporation governed by Corporation Code.
- Public corporation organized for the purpose of governing a portion of the state. It is created by law.
- Privated corporation is incorporated uner Corporation Code.
Navea, Dan Justine L.
2BSA-B
Good day Atty! Thank you for this informational video. The key points I have learned after watching this Corporation Code (Part 1) are the following:
-Corporation is just like a human person with a limited power.
-Corporation is not created by mere agreement of the stockholders but it it's created by reason of the law.
- Under Section 36 of the Corporation Code which lists enumeration of the express power, the corporation has not been authorized to enter into a contract of marriage .
- Primary franchise is to exist as a corporation while secondary franchise are certain rights and priveleges confered upon existing corporations.
- Without a primary franchise no juridical personality can be had.
- A corporation may not exist without a primary franchise but it can exist as a secondary franchise.
- Just because a corporation will not be able to retain its secondary franchise does not mean that it will loss its juridical personality or its existence. It can remain to exist as a corporation but it may not engaged in a specialized business.
- Stock corporation is governed by the BOD,while the trustees is a term of appropriate to a non-stock corporation.
- De Jure corporation - is cannot be succesfully attack even if a direct proceedings by the state.
- De facto corporation - can be collaterally attack or the existence of the de facto corp. can be attack in any private suit.
BALANI, KRISHA MARIE J.
2BSA-A
Thank you atty for making a video lecture on Corporation Code. Here are the lists or what I've learned:
Primary Franchise is the license to exist as a juridical personality. It is issued by SEC. Without a primary franchise, no juridical personality can exist.
A secondary franchise is accorded only to a existing corporation. Corporation still exist without it.
Thank you po Atty. for this lecture. Here are the key points that I've learned:
-A corporation exists only in the eyes of the Law. It is a mere creation of the law.
- A corporation has a continuity. Only the powers, attributes, and properties expressly authorized by law or incident to its existence can be exercise by the corporation.
- Primary Franchise is the license to exist as a juridical personality. It is issued by SEC. Without a primary franchise, no juridical personality can exist.
- A secondary franchise is accorded only to a existing corporation.
- Under the revised corporation code, we now have OPC or one person corporation which means that a corporation can be form only by a single person.
- The juridical personality of a corporation will exist only from the date of the issuance of the certificate of incorporation by the SEC.
- Suit against a member of the BOD or trustees who mismanaged must be in the name of the corporation.
- The liability of corporation is up to the extent of their investment only.
- Corporation can now exist in perpetuity.
- In stock corporation the governing body is the Board of Directors while in non-stock corporation is usually the Board of Trustees.
- PNRC is a class of it's own. It is not a private corporation nor it is a public corporation in nature. It is regulated by international humanitarian law and is treated as an auxiliary of the state.
Bea, Eunice Ann M.
3BSA-B
Thank you for the lecture, Atty! After I watched the video, I learned that the law which governs corporations is the Corporation Code which is amended by the Revised Corporation Code of the Philippines. The corporation are given a juridical personality if they complied with the requirements of law and SEC issued a certificate of incorporation which is different to a partnership. With the attributes given to the corporation, they have limited powers in which they can exercise. Also, there are classes of corporation depending on their purpose and definition such as stock and non-stock corporation, public and private corporation, and more. There is what we called primary franchise where it is given to an entity to exist as a corporation while secondary franchise is given to an existing corporation to perform specialized business. Lastly, I learned that Philippine National Red Cross is not an instrumentality of the government, instead, they are treated as an auxiliary.
Alyanna Cepe
2 BSA-A
Pamantasan ng Cabuyao
Thank you, Atty for this informative lecture!
Some of the key concepts I learned from this episode are:
- The corporation means and its attributes.
- All of the differences about partnership and corporation in terms of creation, commencement in juridical personality and also about of the dissolution.
- The GOCC that need to have 51% of shares that belongs to the government. it is treated as Private Corporation and not as public corporation.
- Corporation Sole that be formed by the bishop, minister, rabbi or other elder religious denomination. the purpose of to administering and managing the properties and temporalities of any religious denomination.
- De jure cannot be successfully attacked even in direct proceeding of the state. While, de facto can be collaterally attacked.
- PNRC is neither a public nor a private corporation. It is considered as a sui generis or a class of its own because it is regulated by the international humanitarian law and is treated as an auxiliary of the state
RAGOT, MICHELLE S.
2BSA-B
Thank you for this lecture Atty. Reyes. Below are some of the key points I learned from this episode:
- Since a corporation is created only by law, only the government can dissolve it.
- If a stockholder wants to sue a particular member of the board of directors or the board of trustees, the complaint must be filed in the name of the corporation: derivative suit.
- Government-owned or controlled corporations are corporations created under a special law. They are treated as private corporations not as public corporations.
Thank you for the lecture Atty. These are the key points i've learned:
- Corporation is an artificial being, created by the operation of law, having the rights if succession, with powers, attributes and properties expressedly authorized by law incident to its existence
- Primary franchise is the right of the corporation to exist, while a Secondary franchise are the certain rights and privileges conferred upon a a corp.
- without a primary franchise there will be no juridical personality
- A corporation has a continuing existence, only the state can dissolve it.
- corporation acquire the commencement of juridical personality from the date of the issuance of the articles of incorporation by the SEC.
- A corporation is governed by its Board of Directors
- A corporation has the right of succession that a death a stockholder will not dissolve it.
- Stockholders are liable only to the extent of their investment
- The stockholders can transfer their shares without the consent of the others.
Santos, 3BSA-B
Thank you Atty for this lecture! What I’ve learned from this episode are:
A corporation has a continuity. Only the powers, attributes, and properties expressly authorized by law or incident to its existence can be exercise by the corp. Also a secondary franchise is accorded only to a existing corporation. A corporation commences to exist only from the date of the issuance of the certificate of incorporation by the securities of exchange and commission. The juridical personality of a corporation will exist only from the date of the issuance of the certificate of incorporation by SEC. The liability of corporation is up to the extent of their investment only. Corporation can now exist in perpetuity. Philippine National Red Cross, created by special law is not part of the government and is not a private corporation. It has its class of its own.
Thank you again, Atty!
Laron, Patricia Anne M.
From 3BSA-A
Thank you so much for this Atty! I really learned a lot from this Part 1.
Here are some of the lessons that striked me and I learned in this video:
- A corporation which doesn't retain its secondary franchise doesn't mean it loose the juridical personality or existence.
- It is retain as corporation but cannot engage in specialized business just like what happened to ABS-CBN.
- Under revised corporation code, corporation has perpetual existence.
- Firm name should not be identical or similar to other firm.
- Public corporation is created by law while private corporation is under corporation code.
- GOCC - atleast a majority or 51% capital stock belong to the government.
CEÑAL, ALEXANDER D.
2BSA-A
Thank you Atty. Reyes for the effort in filming and uploading the discussion!
The key points that I have learned are as follows:
The governing law of Corporation Code is Batas Pambansa Blg. 68 or Corporation Code of the Philippines. As February 28, 2019, Republic Act No. 11232 or the Revised Corporation Code of the Philippines amended the old law.
Section 2 of the Old Corporation Code gives the Definition of Corporation. I have memorized it as it is mandatory to.
Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incidents to its existence.
• The definition contains the four attributes of a corporation.
• Corporation exists only in the eyes of the law. It has a continuity.
• No juridical personality can be had if there is no primary franchise. Secondary franchise, a license of an existing corporation to perform its purpose, is accorded only to existing corporation which mean to corporations with primary franchise. Not retaining the secondary franchise does not lose the juridical personality of a corporation, it can remain as a corporation, but it cannot operate its special purpose.
• Under the old corporation code, there can be one person corporation in the form of corporation sole.
• The differences between partnership and corporation are clearly understood.
• Principle of Delectus Personnae is applied in the transferability of interest on partnership.
• Any corporate name may be adopted as long as it is different to any existing firm’s name.
• Barangay and Municipality are considered by law as public corporations while those which purpose is private and for business, then, it is a private corporation. This class of corporation can be stock or non-stock.
• Government Owned or Controlled Corporations are created under special law or charter. At least 51% of capital stocks must be owned by the government to be considered as a GOCC.
• Quasi-public corporations are private corporations but its purpose is for public interest, hence, the law treats it as a quasi-public corporation.
• Philippine National Red Cross is neither a public nor private corporation in nature. It is a class of its own or sui generis. PNRC is regulated by international humanitarian law and is treated as an auxiliary of the state.
Gregana, Marissa Dianne O.
2BSA-A
Thank for you for this comprehensive video, Atty! I learned that:
-Corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.
-Corporation has also a 4 attributes.
-Primary Franchise is the franchise to exist as a corporation and has a license to exist as a juridical personality and it is issued by the Securities and Exchange Commission (SEC).
- Secondary Franchise is license of an existing corporation to perform or transact a specialized business.
-The fact that the corporation will not retain its secondary franchise does not mean that it is dissolved.
-Corporation is created by operation of law, it can only be dissolved with the consent of the state or of the government.
-Board of Directors (BOD) or Board of Trustees (BOT) are the same except that if a corporation is a stock corporation that is governed by the BOD.
-Non-stock corporation governed by Board of Trustee.
-Stockholders hold an annual meeting for the election of the BOD.
-BOD will manage the day-to-day affair of the corporation.
-Derivative Suit >> if you want to sue a particular member of the BOD or BOT then the complaint must be filed in the name of the corporation.
-Stockholders can transfer his/her shares as long as they can comply with the requirements of the corporation code and the articles of incorporation (AOI).
-Public Corporation >> organized for the purpose of governing a portion of the state.
-Private Corporation >> incorporated under the corporation code.
-GOCC (Government owned or controlled corporation) >> corporation created under a special law or charter.
-GOCC, shares of stocks must be owned by the government at least 51% of the capital stock or at least majority of 51% share of the capital stock.
-De facto Corporation >> corporation existing with a flaw in its incorporation.
-De Jure Corporation >> corporation organized in accordance with the requirements of the Law.
-Corporation by Prescription >> lapses of so many year, it exist as entity authorized to distribute (Ex. Roman Catholic Church)
-Stock Corporation >> capital stock divided into shares.
-Non-stock >> prohibited the distribution of income.
-Close Corporatio are not allowed to incorporate mining or oil companies.
Piñol, Rhonadel O.
2BSA-B
Thank you for the Knowledge Atty.
The lesson I’ve learned after watching the video:
1.Sec.2 Corporation is an artificial being created by operation of law, having the rights of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.
Artificial being - corporation is just like a person, law give a corporation its own personality. It exists only in the eyes of the law.
Created by operation of law - only law create a corporation.
Rights of succession - corporation has a continuity, death of stockholder does not dissolve the corporation
Power, attributes and properties expressly authorized by law or incident to its existence - Only the powers, attributes and properties granted to with by-law can be exercise.
NOTE: Corporation cannot enter a contract of marriage, it has no gender. Marriage is a special contract is only for man and woman.
2.PRIMARY FRANCHISE
It is the franchise to exist as a corporation. Licence to exist as a juridical personality. Issued by the SEC.
Without primary franchise no juridical personality can be had.
3.SECONDARY FRANCHISE
Are certain rights and privileges conferred upon existing corporations. License of an existing corporation to perform, transact a specialize business.
A corporation may not exist without a primary franchise but it can exist with secondary franchise.
NOTE: A corporation will not retain its secondary franchise does not mean that it is dissolve. It does not lose its juridical personality or existence.
4.DIFFERENCES OF PARTNERSHIP AND CORPORATION
5.Government owned or controlled Corporation- created under special law or charter. Treated as private corporations not as public corporations.
Considered as GOCC if the shareholding of the government must be at least majority or 51% share of capital stock.
6.QUASI-PUBLIC CORPORATION - (not public and not private) a cross between public and private corp. It is organized for the purpose of governing a particular portion of the state.
A private corporation (registered in SEC etc, with a business engaged with a public interest (MERALCO)
7.CLOSE CORPORATION - Issued stock of all classes shall be held of record by not more than 20 persons. It shall not be listed in any stock exchange or make any public offering any of its stocks.
NOTE: Corporations not allowed to incorporate as Close Corporation, Mining or oil companies, stock exchanges, banks, insurance companies etc.
8.PHILIPPINE NATIONAL RED CROSS (PNRC)
Is not a instrumentality of the state. (Hindi part ng government) and not a private corporation
Sui generis - class of its own,
Regulated by international humanitarian law and is treated as an auxiliary of the state.
OBIAS, Prances Dianne R. 3BSA-A
Thank you for the great lecture, Atty! Here are some points that I have learned after watching the video:
-- Corporation is governed by Corporation Code while Partnership is governed by Civil Code.
-- Primary franchise is the corporation's license to exist as a juridical personality, issued by SEC. Without a primary franchise no juridical personality can be had. Therefore a corporation may not exist without a primary franchise.
-- Secondary franchise is the corporation's license to transact or to perform a specialized business. Secondary franchise is accorded only to a corporation with primary franchise.
-- Regarding the "ABS-CBN Issue" the fact that the corporation will not retain its secondary franchise does not mean that it will be dissolved or lose its juridical personality or existence.
-- To determine Government-Owned and Controlled Corporation (GOCC), shares of stock may be owned by the government and at least 51% share of the capital stocks must be owned by the government.
Looking forward for more videos in your channel, Atty. God bless!
Thank you again Atty. this video is very helpful for us to easily understand the lessons about the Corporation. After watching the video I've learned that:
- The governing law of Corporation is Batas Pambansa Blg. 68 ( Corporation Code of the Philippines).
- On February 28, 2019, a new law amending the old corporation took effect.
- Definition and attributes of Corporation.
- Primary Franchise and Secondaey Franchise distinction.
- The fact that the corporation will not retain its secondary franchise it does not mean it will dissolved or lose it juridical personality but it may not engage in a specialized business.
- ABS-CBN can still exist as a corporation or as a juridical personality despite the congress did not grant their franchise.
- Partnership and Corporation distinction.
- In the old corporation code there is also One Person Corporation called "Corporation Sole".
- Corporation can only be dissolved with the consent of the State.
- De Jure Corporations complied all the requirements imposed by the law.
- De Facto Corporations exists for all practical purposes as corporation but has no legal right to corporate existence due to defect or flaw of its requirements.
- Philippine National Red Cross (PNRC) is not an instrumentality of the State because it is class of its own (sui geneeis) and it is created by virtue of RA. No.95.
BASUAN, ANIFER P. 2BSA-B
Thank you, Atty! Below are the notes of what I've learned in this lesson.
Governing Law - Batas Pambansa Bilang 68 (Corporation Code of the Philipines). Amended by Republic Act No. 11232 (Revised Corporation Code) last February 28, 2019.
Corporation is an artificial being, created by operation of law, having the right of succession, and the power, attributes, and properties expressly authorized by law or incident to its existence. (Section 2)
Attribute of a Corporation (based from definition)
1. An artificial being (capacity to contract and transact business)
- it has a juridical personality, separate and distinct from the persons composing it.
- exists only in the eyes of the law. It is a mere creation of the law.
2. Created by Operation of Law (Creature of the Law)
- Created by reason of the law, only a law can create a corporation
3. Has the Right of Succession (Strong Juridical Personality)
- Corporation has a continuity
- Death of stockholder does not dissolve the corporation
4. Has the powers, attributes, and properties expressly authorized by law or incident to its existence (a creature of limited powers)
- Only the powers, attributes, and properties granted to it by law can be exercised.
Primary Franchise
- It is the franchise to exist as a corporation. It is the license to exist as a juridical personality. Approved by SEC.
- Without primary franchise, no juridical personality can be had.
Secondary Franchise
- Are certain rights and privileges conferred upon existing corporations.
- A corporation may not exist without a primary franchise, but it can exist a secondary franchise.
- Just because a corporation will not be able to retain its secondary franchise, does not mean that it will lose its juridical personality.
Classes of Corporation
In Relation to State
A. Public Corporations - formed or organized for the government of the portion of the State (barangay, municipality, city, and province). For political purposes connected with the public good in the administration of the civil government.
B. Private - one formed for some private purpose, benefit or end. It may either be a stock or non-stock.
C. GOCC (Government Owned or Controlled Corporation) - created under a special law or charter. Treated as a private corporation not as public corporations. Majority or 51% of the capital stock must be owned by the government.
D. Quasi-Public Corporation - a cross between private and public corporations. Usually cover school districts, water districts and the like (Villanueva). It is actually private and is registered in SEC but are engaged in public interest.
As to Place of Incorporation
A. Domestic - one formed, organized, or existing under the laws of the Philippines.
B. Foreign - one formed, organized, or existing under any law other than those of the Philippines.
As to Legal Status
A. De Jure - a corporation organized in accordance with the requirements of the law.
B. De Facto - corporation where there exists a flaw or defect in its incorporation, it falls short of the requirements of law.
C. Corporation by Estoppel - all persons who assume to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities, and damages incurred or arising as a result thereof.
D. Corporation by Prescription - the Roman Catholic church is a corporation by prescription, with acknowledged juridical personality in as much as it is an institution which antedated almost a thousand years.
As to Existence of Stocks
A. Stock Corporation - one which has a capital stock divided into shares and is authorized to distribute to the holders such shares, dividends or allotments of the surplus profits. It is organized for profit. The governing body is usually the Board of Directors.
B. Non- Stock Corporation - a corporation where no part of its income is distributed as dividends to members, trustees or officers. Does not issue stocks. Not organized for profit. The governing body is usually the Board of Trustees.
As to Relationship of Management and Control
A. Holding Company - one that controls another as a subsidiary or affiliate by the power to elect its management; one which holds in other companies for the purpose of control rather than for mere investment.
B. Affiliate Company - one that is subject to common control to a mother or holding company and operated as part of a system.
C. Parent and Subsidiary Companies - when a corporation has a controlling financial interest in one or more corporations, the one having in control is known as the “parent company” and the others are known as “subsidiary companies.”
As to Functions
A. Public
B. Private
As to Purpose of Incorporation
A. Municipal Corporation
B. Religious
C. Educational
D. Charitable, Scientific or Vocational
E. Business
As to Number of Members
A. Aggregate - consist of many persons united to form a body politic and corporate
B. Corporation Sole - may be formed by the chief archbishop, bishop, minister, rabbi, or other presiding elder of any religious denomination, sect or church.
Other Classifications
A. Close Corporation - the issued stock of all classes shall be held of record by not more than 20 persons; shall not list in any stock exchange or make any public offering any of its stocks.
B. Eleemosynary Corporation - one organized for charitable purposes.
The Philippine National Red Cross (PNRC)
• The structure of PNRC is sui generis, being neither strictly private nor public in nature. RA No. 95 remains valid and constitutional in its entirety.
Momo, Margie Mae T.
2BSA-B
Thank you for this video Atty. Reyes! This is very informative. The following are what I have learned from watching this video:
With respect to the issue of the renewal of the franchise of ABS CBN, at first, I thought they are officially dissolved, but upon watching this video, I learned that even the ABS CBN’s renewal of franchise was not granted, it does not mean that they will lose their juridical personality. They can still exist as a corporation.
I also learned that a Quasi-Public Corporations are actually private corporations which are also registered with the SEC, but they are considered by law as a quasi-public corporations because of the kind of business they are engaged in which is imbued with public interest.
In filing a suit, if one of the rights of a corporation is violated, a stockholder can file a complaint in the name of the corporation against one of the board of directors/trustees. This suit is also known as derivative suit.
Lastly, I learned that even a single person can form a corporation or what we called Corporation Sole. It is for the purpose of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church.
Barrera, Yvonne A.
2BSA - A
Thank you for the lecture Atty. I've come up with these:
- In primary franchise, since it is the license for every corporation, corporation cannot exist without it while in secondary franchise, since its an existing corporation and a primary franchise itself, corporation can exist without it
- Partnership can exist any time stipulated by partners while Corporation can exist perpetually in accordance to the Revised Corporation Code
- Partnership is governed by Civil Code while Corporation is governed by Corporation Code.
- In GOCC, government should own the majority share of stocks or at least 51% of the share of stocks.
- Quasi- Public Corporation is a private corporation which is incorporated by Corporation Code but also a public corporation due to business' public interest.
- In corporation by prescription, prescription means existing as an entity for many years.
- PNRC, is classified as sui generisis and regulated by International Humanitarian Law and treated as an auxiliary of state.
Daniela Crizle Diongco
2BSA- B
Thanks for uploading Corporation Atty. I have learned that:
- All the differences in partnership and company in terms of establishment, beginning in legal personality and dissolution.
- The GOCC must have 51 per cent of the government's shares. It is treated as a private enterprise and not as a public enterprise.
- denominations' properties and temporalities.
- Even in direct state proceedings, De Jure cannot be successfully attacked. In fact, it can be assaulted collaterally.
Thank you po for the lecture Atty.
In this i have learned that
-Section 2 defines what is a corporation.
-The 4 attributes of a corporation.
-In the old corporation code, there can be one person corporation- corporation sole
-GOCC has shares of atleast 51% that belongs to the government
-The Roman Catholic church is a corporation by prescription.
-The difference of primary franchise to secondary franchise.
-The distinctions between partnership and corporation.
-PNRC is a class of its own.
Thank you for this lecture Atty! I have learned that:
- A corporation is artificial being created by operation of law. It is separate and distinct from its owner.
- Without primary franchise, no juridical personality can be had.
- A secondary franchise is accorded only to an existing corporation.
- Just because a corporation will not be able to retain its secondary franchise does not mean that it will lose its juridical personality or its existence.
- Corporation can only be dissolved by State while the dissolution of Partnership is by will of one of the partners or by agreement of the partners.
- Philippine National Red Cross it is not private corporation nor public corporation in nature. PNRC is a class of its own or sui generis.
Ranoco, Mary Rose E.
2BSA-B
Thank you for the lecture Atty!
- a corporation cannot exist without primary franchise.
- secondary franchise is the license of an existinf corporation to perform specialized business.
- the partnership is build with an agreement while corporation is created by the operation of the law.
Thank you so much po for this comprehensive lecture, Atty! In this video, I have learned that:
- A primary franchise is a license to exist as a juridical personality, while a secondary franchise is a license to perform and transact a special business.
- Just because a corporation will not be able to retain its secondary franchise, does not mean that it will lose its juridical personality or its existence.
- The juridical personality of a corporation will commence to exist only from the date of issuance of certificate of incorporation.
- The juridical personality of a partnership will commence upon execution of the AOP.
- A corporation is considered as a government owned or controlled corporation if the government directly or indirectly owns the majority of shares of such.
- The Philippine National Red Cross is neither a public nor private corporation but a class of its own.
Alejandre, Cathryn Leia P.
2BSA-A
Thank you for this lecture Atty! I've learned that:
- A corporation may exist without secondary franchise but can not exist without primary franchise.
- Unlike a partnership, a corporation can only be dissolved by the state.
- Suit against board of directors or trustees, must be in the name of the corporation.
- A stockholder can transfer his share without consent of other SHs.
- A corporation which is 51% or more owned by the Government is considered as a GOCC and it will be treated as PRIVATE corporation.
Thank you for the lesson Atty.
Things I've learned are:
- The distinction between the Primary and Secondary Franchise where a Corporation has no juridical personality without primary franchise. Secondary franchise, accorded only on existing corporation.
- De Jure, is where all the requirements are complied and De Facto Corporation where it has no legal rights because of flaws or defect.
-The BOD which is the governing body of the stock corporation and the trustees as the governing body of non stock corporation.
-GOCS or the Government owned and controlled Corporation.
-The Quasi-Public Corporation which one of the example is the Meralco, a private corporation but the the manner of business is to serve the public.
-The Corporation Sole of the Old Corp.
-The PNRC that is not part of the government
Above are what I have learned from the discussion aside from what I have learned from the past semester.
Thank you Atty.
Gersalia Jusdine F.
2BSA-A
Thank you Atty. Reyes for this video. After watching this video, I have gained more understanding about the Corporation Code. The following are what I have learned from this video:
Regarding the issue of the franchise of ABS-CBN, I have learned from this video about the difference between the primary and secondary franchise which explains that even if a franchise is not granted to a corporation, it does not necessarily mean that it will lose its juridical personality. I now somehow understand the issue with respect to the franchise of ABS-CBN.
Before, I thought that a single person is only allowed to form a corporation in the Revised Corporation Code but there is already a Corporation Sole in the old corporation code which is normally consists of priest, bishop, and such.
I have also understood now the meaning of Quasi-Public Corporations that it is actually a private corporation but its purpose is for the common good of the public. I also learned the distinctions between partnership and corporation regarding on its manner of creation, management, term of existence, firm name, and many more.
I also gained additional learning about the case of the Philippine Red Cross that it is not a part of the government but an auxiliary of the State.
PRADO, Louella Francine H.
2BSA-A
Thank you for the very informative and concise discussion of the topics Atty. Reyes. The following mentioned below are the things I have learned as I watched this video.
• It is very important to memorize the definition of a corporation which is stated in Section 2 of the Corporation Code.
• A corporation has the right to continuity that means death, withdrawal, or change of stockholders does not create dissolution of a Corporation
• The application of primary franchise and secondary franchise on the ABS-CBN's issue regarding the termination of its franchise renewal wherein it can still exist as a corporation or as a juridical person.
• If a corporation cannot be able to retain its secondary franchise, it does not mean that it will lose its juridical personality. It remains as a corporation even though it cannot engage in specialized businesses.
• To quickly understand and determine the manner of creation between a partnership and corporation, one must keep in mind to connect the manner of creation with the manner on how a partnership or corporation is dissolved.
• The powers of a corporation are limited to what is granted in the Corporation Code which can be found in Article 36.
• A suit filed against a member of the Board of Directors must be in the name of the corporation called a derivative suit.
• Under the old corporation code, the term of existence of a corporation is only up to 50 years. But as amended in R.A. 11232, a corporation now has perpetual existence unless the articles of incorporation provide specific corporate terms.
• To determine if a corporation is a GOCC, its shares of stocks must be owned by the government and it must be at least 51% of the capital stock.
• The Philippine National Red Cross is created by virtue of R.A. No. 95. It has a class of its own, or sui generis since it is not a public corporation nor a private corporation.
VILLETE, FIONA MAE B.
2BSA-A