Notes on THE CORPORATION CODE – Based on the 4 th Year Lectures of Fr. Agustin Nazareno CORPORATION LAW Coverage: 1. The Corporation Code of the Philippines BP 68 (May 1, 1980) 2. SEC Reorganization Decree PD 902-A (March 11, 1976 as amended) 3. Securities Regulation Code RA 8799 (July 19, 2000) 4. New Central Bank Act RA 7683 (June 3, 1993) 5. General Banking Law of 2000 RA 8791 (May 23, 2000) 6. Law on Secrecy of Bank Deposits RA 1405 (Sept. 9, 1985 as amended 7. Insolvency Law Act 1956 (May 20, 1909 as amended) 8. Supreme Court Interim Rules on Intra-Corporate Controversies (April 1, 2001) 9. New Procedure on Corporate Rehabilitation (December 2, 2008) 10. Anti-Money Laundering Law (2005 as amended by RA 9160) Business Organizations/Vehicles : 1. Sole Proprietorship 2. Partnership 3. Joint Account 4. Business Trust 5. Cooperative 6. Joint Venture 7. Corporation Most complex business vehicle: corporations Most simple business vehicle: sole proprietorship 1. SOLE PROPRIETORSHIP A sole proprietor is a person who personally conducts business under his name or under a business name. The “business” is an organization composed of the proprietor himself and his employees but the business does not have a personality separate and distinct from the proprietor. A sole proprietorship does not possess a juridical personality and has no legal personality to file and defend an action in court, even if it has a different business name. Service of a complaint must be served at the residence of the sole proprietor, not at the place of business because the sole proprietorship does not have a separate and distinct personality. Case: Anita Maguila vs. CA 387 SCRA 162 (2002) Significance between the proprietor and the business and the name is as follows : a. A proprietor’s true name is registered with the Civil Registrar upon birth b. The proprietor is required to register his/her business name that is other than his true name with the Bureau of Trade Regulation and Industry (Section 1, Act 3383 of the Business Names Law). The firm name or style is also required to be registered. Consequences if you do not register the business name : 1. You cannot use or sign the business name in connection with your business on any written or printed receipts or any evidence of agreement or any other document 2. You cannot the exhibit the business name or sign thereof in plain view. Q: Are juridical persons under the same obligation to register? A: NO, legal persons need not register names that are registered with the SEC. However, if the corporation uses a different name for its business, then, it must register. For instance, Davao Doctor’s Hospital. That is the business name. The juridical name is Clinica Hilario, Inc. That is what is registered with the SEC. Technically speaking, if you put Clinica Hilario as a sign, there is no need for registration because it is already registered with the SEC. But because it uses another name (Davao Doctor’s Hospital), that name must be first registered with the Business Registry.
- Fall '19
- Corporation, Corporation Code, De Facto Corporation