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[CORPORATION LAW REVIEWER]MELGAR. MENDOZA. UY.1TITLE IGENERAL PROVISIONSATTRIBUTES OF A CORPORATIONI.It is an artificial being with separate and distinctpersonality. II.It is created by operation of law. III.It enjoys the right of succession. IV.It has the powers, attributes and properties expresslyauthorized by law or incident to its existence. I. Artificial Being with Separate PersonalityDOCTRINE OF SEPARATE PERSONALITY (Doctrine ofCorporate Entity)A corporation is a legal or juridical person with apersonality separate and apart from its individualstockholders or members and from any other legalentity to which it may be connected *See Doctrine of piercing the veil of corporate entityConsequences:1.Liability for acts or contracts oThe general rule is that obligations incurred by acorporation, acting through its authorized agentsare its sole liabilities. Similarly, a corporationmay not generally, be made to answer for acts orliabilities of its stockholders or members or thoseof the legal entities to which it may be connectedand vice versa 2.Changes in individual membership oCorporation remains unchanged and unaffectedin its identity by changes in its individualmembership3.Right to acquire and possess property oProperty conveyed to or acquired by thecorporation is in law the property of thecorporation itself as a distinct legal entity and notthat of the stockholders or members II. Created By Operation of Lawa)By general law – private corporations are generallycreated under the provisions of the Corporation Code.This is done by filing appropriate AOI with the SEC; thelife of a corporation starts from the issuance of theCertificate of Incorporationb)By special law – public corporations are created throughspecial laws except GOCCs which are actually privatecorporationsIII. Right of SuccessionIt is the capacity to have continuity of existence despitethe changes on the persons who compose it. Thus, thepersonality continues despite the change ofstockholder, members, board members or officers IV. Powers, Attributes and Properties ExpresslyAuthorized By Law or Incident to its ExistenceNo corporation under the Code, shall possess orexercise any corporate power, exceptthose conferredby law, its Articles of Incorporation, those implied fromexpress powers and those as are necessary orincidental to the exercise of the powers so conferred. The corporation’s capacity is limited to such express,implied and incidental powers (Reviewer in CommercialLaw, 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 knownas "The Corporation Code of the Philippines".