MelgarMendozaUy Corpo Reviewer - [CORPORATION LAW REVIEWER...

[CORPORATION LAW REVIEWER]
MELGAR. MENDOZA. UY.
1
TITLE I
GENERAL PROVISIONS
ATTRIBUTES OF A CORPORATION
I. It is an artificial being with separate and distinct
personality.
II. It is created by operation of law.
III. It enjoys the right of succession.
IV. It has the powers, attributes and properties expressly
authorized by law or incident to its existence.
I. Artificial Being with Separate Personality
DOCTRINE OF SEPARATE PERSONALITY (Doctrine of
Corporate Entity)
 A corporation is a legal or juridical person with a
personality separate and apart from its individual
stockholders or members and from any other legal
entity to which it may be connected
* See Doctrine of piercing the veil of corporate entity
Consequences:
1. Liability for acts or contracts
o The general rule is that obligations incurred by a
corporation, acting through its authorized agents
are its sole liabilities. Similarly, a corporation
may not generally, be made to answer for acts or
liabilities of its stockholders or members or those
of the legal entities to which it may be connected
and vice versa
2. Changes in individual membership
o Corporation remains unchanged and unaffected
in its identity by changes in its individual
membership
3. Right to acquire and possess property
o Property conveyed to or acquired by the
corporation is in law the property of the
corporation itself as a distinct legal entity and not
that of the stockholders or members
II. Created By Operation of Law
a) By general law – private corporations are generally
created under the provisions of the Corporation Code.
This is done by filing appropriate AOI with the SEC; the
life of a corporation starts from the issuance of the
Certificate of Incorporation
b) By special law – public corporations are created through
special laws except GOCCs which are actually private
corporations
III. Right of Succession
 It is the capacity to have continuity of existence despite
the changes on the persons who compose it. Thus, the
personality continues despite the change of
stockholder, members, board members or officers
IV. Powers, Attributes and Properties Expressly
Authorized By Law or Incident to its Existence
 No corporation under the Code, shall possess or
exercise any corporate power, except those conferred
by law, its Articles of Incorporation, those implied from
express powers and those as are necessary or
incidental to the exercise of the powers so conferred.
The corporation’s capacity is limited to such express,
implied and incidental powers (Reviewer in Commercial
Law, Jose R. Sundiang & Timoteo Aquino, 2005 ed.).
 If the act of the corporation is not one of those express,
implied or incidental powers, the act is ultra vires.
Section 1. Title of the Code. - This Code shall be known
as "The Corporation Code of the Philippines".