The separate personality remains even if there has been a change in the members

The separate personality remains even if there has

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individual stockholders. The separate personality remains even if there has been a change in the members and stockholders of the corporation. 4. HAS THE POWERS, ATTRIBUTES AND PROPERTIES EXPRESSLY AUTHORIZED BY LAW OR INCIDENT TO ITS EXISTENCE ( Creature of Limited Powers ) FOUR CORPORATE ATTRIBUTES BASED ON SEC. 2 OF BP BLG. 68
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1. AGGREGATION OF ASSETS AND RESOURCES physical assets of the corporation; the tangibles ( ex. in a grocery, the goods being sold) 2. BUSINESS ENTERPRISE OR ECONOMIC UNIT the commercial venture; this includes not only the tangible assets but also the intangibles like goodwill created by the business 3. JURIDICAL ENTITY juridical existence as a person; the primary franchise granted by the state TRI-LEVEL EXISTENCE OF A CORPORATION
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A. JURIDICAL ENTITY LEVEL , which views the State- corporation relationship the state cannot destroy a corporation without observing due process of law B. INTRA-CORPORATE LEVEL , which considers that the corporate setting is at once a contractual relationship on four (4) levels: A. Between the corporation and its agents or representatives to act in the real world, such as its directors and its officers, which is governed also by the Law on Agency B. Between the corporation and its shareholders or members C. Between and among the shareholders in a common venture C. EXTRA-CORPORATE LEVEL , which views the relationship between the corporation and third-parties or outsiders , essentially governed by Contract Law and Labor Law. RELATIONSHIPS IN A CORPORATE SETTING
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Strong Legal Personality Centralized Management Limited Liability to Investors & Officers Free Transferability of Units of Ownership for Investors ADVANTAGES OF A CORPORATE ORGANIZATION
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A corporation is an entity separate and distinct from its stockholders. While not in fact and in reality a person, the law treats the corporation as though it were a person by process of fiction or by regarding it as an artificial person distinct and separate from its individual stockholders. ( Remo, Jr. v. IAC , 172 SCRA 405 [1989]). The transfer of the corporate assets to the stockholder is not in the nature of a partition but is a conveyance from one party to another. ( Stockholders of F. Guanzon and Sons, Inc. v. Register of Deeds of Manila , 6 SCRA 373 [1962]). STRONG LEGAL PERSONALITY AN ADVANTAGE OF A CORPORATE ORGANIZATION
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As can be gleaned from Sec. 23 of Corporation Code It is the board of directors or trustees which exercises almost all the corporate powers in a corporation. ( Firme v. Bukal Enterprises and Dev. Corp. , 414 SCRA 190 [2003]). The exercise of the corporate powers of the corporation rest in the Board of Directors save in those instances where the Corporation Code requires stockholders approval for certain specific acts. ( Great Asian Sales Center Corp. v. Court of Appeals , 381 SCRA 557 [2002]).
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  • Fall '19
  • Gilbert R. Huafana

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