Professional Documents
Culture Documents
Incorporation and Organization of Private Corporation
Incorporation and Organization of Private Corporation
1. Test of nationality
a. Incorporation test
b. Control test filipinas de seguros v. christern hue 1951
c. Residence test
2. Grand father rule
3. Components of a corpo
a.Name of a corporation sec 18 rep planters v. ca
b. purposes
c.Incorporators
d. corporators govty v. manila railroad
e. capital stock
4. Corporate Term
Corporators are those who compose a corporation whether as a stock holder or shareholder in a stock
corporation or as a member.
incorporators those stock holders or members mentioned in the articles of incorporation as originally
forming and composing the corporation and who are signatories thereof.
Subscribers incorporators
Not always a natural person Always a natural person
May not be originally forming and composing and Always is
signatory to the articles of incorporation
Not necessarily incorporators Always is necessarily an incorporator
In filipinas seguros the nationality of private corporation is determined by the character or citizenship of
its controlling stockholders,
Respondent, after paying premiums obtained policy for its goods located in binondo which were then
burned during the Japanese military occupation the salvaged goods were sold and the total lo is fixed at
92k the petitioner refused to pay on the ground that the policy ceased to be in forced on the date that
the US declared war against Germany, the respondent corporation although organized under the virtue
of ph. laws being controlled by German subjects and the petitioner being in American jd when the policy
was issued. Pay only the amount of premiums that were paid.
No, Finally, the respondent Court made a grave error in holding that an amendment in a corporation's
Articles of Incorporation effecting a change of corporate name, in this case from Worldwide Garment
manufacturing Inc to Pinch Manufacturing Corporation extinguished the personality of the original
corporation.
The corporation, upon such change in its name, is in no sense a new corporation, nor the successor
of the original corporation. It is the same corporation with a different name, and its character is in no
respect changed.10
A change in the corporate name does not make a new corporation, and whether effected by special
act or under a general law, has no affect on the identity of the corporation, or on its property, rights, or
liabilities. 11
The corporation continues, as before, responsible in its new name for all debts or other liabilities which
it had previously contracted or incurred.12
As a general rule, officers or directors under the old corporate name bear no personal liability for acts
done or contracts entered into by officers of the corporation, if duly authorized. Inasmuch as such
officers acted in their capacity as agent of the old corporation and the change of name meant only the
continuation of the old juridical entity, the corporation bearing the same name is still bound by the acts
of its agents if authorized by the Board.