MelgarMendozaUy Corpo Reviewer - [CORPORATION LAW REVIEWER MELGAR MENDOZA UY TITLE I GENERAL PROVISIONS of the legal entities to which it may be

MelgarMendozaUy Corpo Reviewer - [CORPORATION LAW REVIEWER...

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[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".
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