CORP.

LAW OUTLINE 3 (RCCP)

Prof. M.I.P. Romero

V. CLASSES OF CORPORATIONS UNDER THE CORP. CODE

1. Sec. 3, 86, 87--- stock and non-stock corporation

Coll. of Int. Rev. v. Club Filipino 5 SCRA 321 (1962)

2. Other classes of corporations under the Corporation Code:

One Person Corp. – Sec. 116

Close corporation – Sec. 95
Foreign corporations --- Sec. 140

Others: subsidiary (wholly-owned v. majority owned), affiliate,

parent/holding company, joint venture corporation, open vs.
close, lay vs. religious, eleemosynary vs. civil corp., etc.

GOVERNED primarily by specific titles, then suppletorily by the

other applicable provisions of the Corp. Code

VI. CREATION OF CORPORATION

A. Promotion (relate to Sec. 3.10. of Securities Regulation Code)

McArthur v. Times Printing Co. 31 Am. St. Rep. 653

Cagayan Fishing v. Sandiko 65 Phil 223 (1937)
Caram v. CA June 30, 1987

B. Incorporation

1) Steps in incorporation

2) Sections 5, 10 –14
 * SEC Memo Circ. No. 16, series of 2019 (Guidelines on
Number and Qualifications of Incorporators under the RCCP)

* SEC Memo Circ. No. 6, series of 2016 (Omnibus Guidelines on

Principal Office Address; Address of Each Incorporator, Director, Trustee,
Member)

* SEC Memo Circ. No. 7, series of 2019 ( Guidelines on

Establishment of a One Person Corporation)

3) Name of corporation – Sec 17, 18, 14 par Tenth

* SEC Memo Circ. No. 13, series of 2019 (Amended

Guidelines and Procedures on Use of Corporate & Partnership
Names)

Republic Planters Bank v. CA GR 93073 Dec. 21,1992

GSIS Family Bank v. BPI Family Bank Sept. 23, 2015
Indian Chamber of Commerce Phils., Inc. v Filipino-Indian Chamber
of Commerce in the Philippines, Inc. G.R. 184008 (Aug. 3, 2016)
Carebest Int’l v. SEC G.R. 215510 (Mar. 16, 2015)
and CA-GR SP No. 104364 ( Sept. 13, 2013)

4) Residence of corporation -
Young Auto Supply Co. v. CA (1993) 223 SCRA 670

5) Citizenship/ Nationality requirements ---

--- pertinent provisions of the 1987 Constitution

--- meaning of CAPITAL under Sec. 11, Art. 12 of the Constitution
Gamboa v. Teves, et al June 28, 2011 and Oct. 9, 2012
SEC Memo Circ. No. 8, s2013 (Guidelines in Fil-Foreign ownership)
Roy v. Herbosa Nov. 22, 2016 and April 18, 2017

-- Foreign Investments Act (FIA) of 1991, as amended (general)

--- other laws imposing maximum foreign equity
--- “Philippine national” under the FIA
--- Phil. corporation under the Corp. Code
--- Foreign corporation under the Corp. Code (Sec. 140)
 --- Control Test v. Grandfather Rule
Narra Nickel Mining v. Redmont April 21, 2014 and Jan. 28, 2015
(see dissent of J. Leonen)

--- Nationality of corporation sole

Roman Catholic Apostolic Admin. of Davao (102 Phil.596)

6) Formal Organization and Commencement of business – Sec. 21