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Summary Corporation Law Pages 161, 162, 164
Summary Corporation Law Pages 161, 162, 164
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
• Atty.
Hofileña
à
the
by-‐laws
do
not
always
have
all
the
details
• The
fact
that
a
director
is
only
holding
the
share
as
a
nominee
of
of
the
officers
but
it
is
a
good
place
to
start
to
determine
another
person
does
not
disqualify
him
as
a
director.
What
the
whether
the
officer
you
are
dealing
with
has
authority
or
not
to
law
requires
is
that
he
has
legal
title
to
the
share.
Under
the
old
deal
with
you
regarding
the
matter.
Absent
this,
you
can
ask
the
Corporation
Law
it
was
required
that
every
director
must
own
company
to
provide
you
with
a
Board
Resolution
authorizing
a
"in
his
own
right"
at
least
one
share
of
the
capital
stock
of
the
particular
person
to
deal
with
you
and
under
what
limitations.
corporation.
Under
the
present
Section
23
of
the
Corporation
Code,
it
requires
only
that
the
share
of
a
director
"shall
stand
in
IV.
Qualifications
of
Directors/Trustees
(Sections
23
and
27)
his
name
on
the
books
of
the
corporation."1
• The
1-‐share
requirement
is
a
continuing
requirement
Section
23.
The
board
of
directors
or
trustees.
2. Rules
on
Additional
Qualifications
and
Disqualifications
Unless
otherwise
provided
in
this
Code,
the
corporate
powers
of
all
• The
qualifications
provided
for
in
the
law
are
only
minimum
corporations
formed
under
this
Code
shall
be
exercised,
all
business
qualifications;
additional
qualifications
and
disqualifications
can
conducted
and
all
property
of
such
corporations
controlled
and
held
be
provided
for
but
only
by
proper
provisions
in
the
by-‐laws
of
by
the
board
of
directors
or
trustees
to
be
elected
from
among
the
the
corporation.
Gokongwei,
Jr.
v.
SEC,
89
SCRA
336
(1979).
holders
of
stocks,
or
where
there
is
no
stock,
from
among
the
o Atty.
Hofileña
à
other
qualifications
may
be
found
members
of
the
corporation,
who
shall
hold
office
for
one
(1)
year
from
the
laws
(e.g.
Philippine
resident,
possess
legal
until
their
successors
are
elected
and
qualified.
capacity).
As
a
general
rule,
citizenship
is
not
a
requirement
to
be
a
director
of
a
corporation.
However,
Every
director
must
own
at
least
one
(1)
share
of
the
capital
stock
of
it
may
be
a
requirement
in
cases
directors
of
corporate
the
corporation
of
which
he
is
a
director,
which
share
shall
stand
in
his
public
utilities
operating
on
a
franchise.
name
on
the
books
of
the
corporation.
Any
director
who
ceases
to
be
the
owner
of
at
least
one
(1)
share
of
the
capital
stock
of
the
Gokongwei,
Jr.
v.
Securities
and
Exchange
Commission
corporation
of
which
he
is
a
director
shall
thereby
cease
to
be
a
director.
Trustees
of
non-‐stock
corporations
must
be
members
Facts:
John
Gokongwei,
a
stockholder
of
San
Miguel
Corporation
(and
a
thereof.
A
majority
of
the
directors
or
trustees
of
all
corporations
president
and
stockholder
of
Robina
Corp.
and
Consolidated
Foods
organized
under
this
Code
must
be
residents
of
the
Philippines.
Corp.,
a
competitor
of
SMC,
in
various
areas,
such
as
Instant
Coffee,
Ice
1. Qualifications
1
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
director,
what
is
material
is
the
legal
title
to,
not
beneficial
ownership
Issue:
Whether
or
not
the
execution
of
the
voting
trust
agreement
by
of,
the
stock
as
appearing
on
the
books
of
the
corporation.
Lee
and
Lacdao
whereby
all
their
shares
to
the
corporation
have
been
transferred
to
the
trustee
deprives
the
stockholder
of
their
positions
as
3. Rule
on
Corporate
Stockholders1
directors
of
the
corporation.
• In
cases
of
corporate
stockholders
or
corporate
members
of
a
corporation,
such
entities
cannot
be
qualified
to
be
elected
as
Held:
YES.
Lee
and
Lacdao,
by
virtue
of
the
voting
trust
agreement
such
to
the
board
of
the
corporation.
A
corporation
cannot
act
executed
in
1981
disposed
of
all
their
shares
through
assignment
and
by
itself
but
only
through
its
officers
and
agents,
and
as
such
a
delivery
in
favor
of
DBP,
as
trustee.
Consequently,
Lee
and
Lacdao
corporation
cannot
attend
personally
board
meetings
of
the
ceased
to
own
at
least
one
outstanding
share
in
their
names
on
the
corporation
wherein
it
is
elected
as
a
director,
but
only
through
books
of
Alfa
as
required
under
Section
23
of
the
new
Corporation
code.
representative
or
a
proxy,
which
would
contravene
the
They
also
ceased
to
have
anything
to
do
with
the
management
of
the
established
rule
that
a
director
may
not
be
represented
by
a
enterprise,
they
ceased
to
be
directors.
Hence,
the
transfer
of
their
proxy
at
a
meeting
of
the
board.2
shares
to
the
DBP
created
vacancies
in
their
respective
positions
as
• In
the
case
of
corporate
stockholders
or
corporate
members,
directors
of
Alfa.
In
the
absence
of
a
showing
that
DBP
had
caused
to
be
their
representation
in
the
board
can
be
achieved
by
making
transferred
in
their
names
one
share
of
stock
for
the
purpose
of
their
individual
representatives
trustees
of
the
shares
or
qualifying
as
directors
of
Alfa,
Lee
and
Lacdao
could
no
longer
deemed
membership,
which
would
then
make
them
stockholders
or
to
retain
their
status
as
officers
of
Alfa.
Hence,
the
service
of
summons
members
of
record,
and
thereby
qualified
to
be
elected
to
the
to
Alfa
through
Lee
and
Lacbao
was
invalid.
board,
but
at
the
same
time
maintaining
legal
responsibility
of
trustees
to
the
corporate
stockholder
or
members.
Doctrine:
A
voting
trust
agreement
results
in
the
separation
of
the
4. Disqualifications
voting
rights
of
a
stockholder
from
his
other
rights.
This
may
create
a
dichotomy
between
the
equitable
or
beneficial
ownership
of
the
Section
27.
Disqualification
of
directors,
trustees
or
officers.
corporate
shares
of
a
stockholder,
on
the
one
hand,
and
the
legal
title
No
person
convicted
by
final
judgment
of
an
offense
punishable
by
thereto
on
the
other.
With
the
omission
of
the
phrase
"in
his
own
right"
imprisonment
for
a
period
exceeding
six
(6)
years,
or
a
violation
of
this
[in
the
new
corporation
code]
the
election
of
trustees
and
other
persons
Code
committed
within
five
(5)
years
prior
to
the
date
of
his
election
who
in
fact
are
not
the
beneficial
owners
of
the
shares
registered
in
their
names
on
the
books
of
the
corporation
becomes
formally
1
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
legalized.
Hence,
this
is
a
clear
indication
that
in
order
to
be
eligible
as
a
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
2
Section
26,
Corporation
Code.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)