This power of the SEC may be exercised notwithstanding any provision in the AOI

This power of the sec may be exercised

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This power of the SEC may be exercised notwithstanding any provision in the AOI or by-laws or agreement of stockholders. The SEC can make the appropriate order including dissolution if it deems it best if the business is unsuccessful, otherwise, it may appoint a provisional director as additional member of the board. DEADLOCKS SEC. 104 BP BLG. 68
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Any stockholder of a close corporation may, for any reason , compel the said corporation to purchase his shares at their fair value , which shall not be less than their par or issued value, when the corporation has sufficient assets in its books to cover its debts and liabilities exclusive of capital stock. Any stockholder of a close corporation may petition (written) the SEC to compel the dissolution of such corporation whenever any of acts of the directors, officers or those in control of the corporation is illegal, or fraudulent, or dishonest, or oppressive or unfairly prejudicial to the corporation or any stockholder , or whenever corporate assets are being misapplied or wasted . WITHDRAWAL & DISSOLUTION SEC. 105, BP BLG. 68
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FOREIGN CORPORATIONS
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A foreign corporation is one which owes its existence to the laws of another state, and generally, has no legal existence within the State in which it is foreign . (Avon Insurance PLC v. Court of Appeals, 278 SCRA 312 [1997]) The legal standing of foreign corporations in the host state therefore is founded on international law on the basis of consent. A foreign corporation may be subjected to jurisdiction by reason of consent, ownership of property within the State, or by reason of activities within or having an effect within the state. FOREIGN CORPORATION SEC. 123, BP BLG. 68
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1. Organized in another country. Regardless of the ownership (e.g. a corporation organized under foreign laws even if wholly owned by Filipinos) 2. The laws of the corporation’s home state allows for Filipino citizens and corporations to do business thereat (policy of reciprocity). The presence of absence of reciprocity affects its capacity to do business in the Philippines. FOREIGN CORPORATION
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Every foreign corporation which on the date of the effectivity of this Code is authorized to do business in the Philippines under a license therefore issued to it, shall continue to have such authority under the terms and condition of its license, subject to the provisions of this Code and other special laws. (Sec. 124, BP BLg. 68) Otherwise, a foreign corporation illegally doing business here because of its refusal or neglect to obtain the required license to do business may successfully though unfairly plead such neglect or illegal act so as to avoid service and thereby impugn the jurisdiction of the local courts. LICENSE TO DO BUSINESS IN THE PHILIPPINES
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A foreign corporation must first obtain a license and a certificate from the appropriate government agency before it can transact business in the Philippines.
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  • Fall '19
  • Gilbert R. Huafana

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