corporation law reviewer
CORPORATION LAW INTRODUCTION
Definition and attributes of a corporation
A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. A corporation, being a creature of law, "owes its life to the state, its birth being purely dependent on its will," it is "a creature without any existence until it has received the imprimatur of the state acting according to law." A corporation will have no rights and privileges of a higher priority than that of its creator and cannot legitimately refuse to yield obedience to acts of its state organs. (Tanyag v. Benguet Corporation) A corporation has four (4) attributes: (1) It is an artificial being;
(2) Created by operation of law;
(3) With right of succession;
(4) Has the powers, attributes, and properties as expressly authorized by law or incident to its existence.
CLASSIFICATION OF PRIVATE CORPORATIONS
Stock v. Non-Stock Corporations
Stock
Non-Stock
Definition Corporations which have capital stock divided into shares and are authorized to distribute to the holders of shares dividends or allotments of the surplus profits on the basis of the shares (§3)
All other private corporations (§3) One where no part of its income is distributable as dividends to its members, trustees or officers. (§87) Purpose Primarily to make profits for its shareholders May be formed or organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes like trade, industry, agricultural and like chambers, or any combination thereof. (§88)
Distribution of Profits Profit is distributed to shareholders Whatever incidental profit made is not distributed among its members but is used for furtherance of its
Definition and attributes of a corporation
A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. A corporation, being a creature of law, "owes its life to the state, its birth being purely dependent on its will," it is "a creature without any existence until it has received the imprimatur of the state acting according to law." A corporation will have no rights and privileges of a higher priority than that of its creator and cannot legitimately refuse to yield obedience to acts of its state organs. (Tanyag v. Benguet Corporation) A corporation has four (4) attributes: (1) It is an artificial being;
(2) Created by operation of law;
(3) With right of succession;
(4) Has the powers, attributes, and properties as expressly authorized by law or incident to its existence.
CLASSIFICATION OF PRIVATE CORPORATIONS
Stock v. Non-Stock Corporations
Stock
Non-Stock
Definition Corporations which have capital stock divided into shares and are authorized to distribute to the holders of shares dividends or allotments of the surplus profits on the basis of the shares (§3)
All other private corporations (§3) One where no part of its income is distributable as dividends to its members, trustees or officers. (§87) Purpose Primarily to make profits for its shareholders May be formed or organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes like trade, industry, agricultural and like chambers, or any combination thereof. (§88)
Distribution of Profits Profit is distributed to shareholders Whatever incidental profit made is not distributed among its members but is used for furtherance of its