stocks bonds or other instruments for the payment of money or other property or

Stocks bonds or other instruments for the payment of

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stocks, bonds or other instruments for the payment of money or other property or consideration as its board of directors or trustees deem expedient, when authorized by the vote of stockholders representing at least 2/3 of the outstanding capital stock , or in the case of non- stock corporation, by the vote of at least 2/3 of the members , in a stockholders or members meeting duly called for that purpose . xxx (Sec. 40, BP Blg. 68) OTHER CORPORATE POWERS SELL OR DISPOSE ASSET
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xxx a private corporation may invest its funds in any other corporation or business or for any purpose other than the primary purpose for which it was organized when approved by a majority of the board of directors or trustees and ratified by the stockholders representing at least 2/3 of the outstanding capital stock , or at least by 2/3 of the members in the case of non-stock corporations, at a stockholders or members meeting duly called for that purpose . xxx (Sec. 42, BP Blg 68) OTHER CORPORATE POWERS INVEST CORPORATE FUNDS FOR NON-PRIMARY PURPOSE ENDEAVOR
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The board of directors of a stock corporation, may declare dividends out of the unrestricted retained earnings which shall be payable in cash, in property or in stock to all stockholders on the basis of outstanding stock held by them. (Sec. 43, BP Blg. 68) No stock dividend shall be issued without the approval of stockholders representing not less than 2/3 of the outstanding capital stock at a regular or special meeting duly called for that purpose. (Sec. 43, BP Blg. 68) Stock corporations are prohibited from retaining surplus profits in excess of 100% of their paid-in capital stock. OTHER CORPORATE POWERS DECLARE DIVIDENDS
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No corporation shall conclude a management contract with another corporation unless such contract shall have been approved by the board of directors and by stockholders owning at least the majority of the outstanding capital stock , or by at least a majority of the members in the case of a non-stock corporation of both managing and the managed corporation at a meeting duly called for that purpose. Management Contract - any contract whereby a corporation undertakes to mange or operate all or substantially all of the business of another corporation, whether such contracts are called service contracts, operating agreements or otherwise. OTHER CORPORATE POWERS ENTER INTO MANAGEMENT CONTRACT
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A corporation has no power except those expressly conferred on it by the Corporation Code and those that are implied or incidental to its existence . A corporation exercises said powers through its board of directors and/or its duly authorized officers and agents . Physical acts of the corporation, like the signing of documents, can be performed only by natural persons duly authorized for the purpose by corporate by-laws or by a specific act of the board of directors .
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  • Fall '19
  • Gilbert R. Huafana

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