Atty. Raymund Christian S.
Ong Abrantes BUSINESS ORGANIZATION II Ateneo de Davao University College of Law
February 6, 2020 by April John Latorza
POWERS OF THE CORPORATION
POWER AND CAPACITY
1. To sue and be sued in its
corporate name
2. To have perpetual existence
unless certificate of incorporation
provides otherwise
(new provision)
3. To adopt and use a corporate seal
4. To amend its articles of
incorporation
5. To adopt by-laws, not contrary to
law, morals, or public policy, and
to amend or repeal the same in
accordance with the Corporation
Code
6. To issue or sell stocks to
subscribers and to sell treasury
stocks in accordance with the
provisions of the Corporation
Code; and to admit members to
the corporation.
7. To purchase, receive, take or
grant, hold, convey, sell, lease,
pledge, mortgage and otherwise
deal with such real and personal
property, including securities and
bonds of other corporations, as
the transaction of the lawful
business of the corporation may
SUMMARY
DIRECTORS/TRUTEES STOCKHOLDERS/MEMBERS REMARKS
Majority vote of the board of trustees N/A N/A
(Not necessary because it is an express power given to the
corporation)
Majority vote of the board of trustees N/A N/A
Majority vote of the board of trustees N/A N/A
Majority vote of the board of trustees Vote or written assent of the stockholders representing at With appraisal right of dissenting
least 2/3 of the outstanding capital. Nonvoting shares are stockholder, if it has the effect of
entitled to vote. changing or restricting the rights of
any stockholders
Majority vote of the board of trustees Affirmative vote of the stockholders representing at least The owners of the 2/3 of the
majority of the outstanding capital stock, or of at least a outstanding capital stock or 2/3 of the
majority of the members in case of non-stock corporations, members in a non-stock corporation
shall be necessary. Nonvoting shares are entitled to vote. may delegate to the board of
directors or trustees the power to
amend or repeal any by-laws or adopt
new by-laws. This is revocable by
stockholders owning or representing a
majority of the outstanding capital
stock or a majority of the members in
non-stock corporations.
- For example, nag amend ng
constitution and you voted “no”
but you were overpowered by the
required voting, you do have what
we call appraisal right, so
meaning “I don’t like where this is
going so I want out, so this is my
share, this is the value of my
share, buy me out”
- The right of the shareholder to get
out from the corporation but only
in instances that the amendment
will change, modify or restrict the
right of the shareholder.
N/A N/A N/A
Majority vote of the board of trustees
Apura, Bayquen, Cabarlo, Castro, Claros, Fabe, Flores, Lagat, Latorza, Maligad | III-Manresa 2019 1
 Atty. Raymund Christian S. Ong Abrantes BUSINESS ORGANIZATION II Ateneo de Davao University College of Law
reasonably and necessarily
require, subject to the limitations
prescribed by law and the
Constitution.
8. To enter into partnership, joint Majority vote of the board of trustees N/A
venture, merger, consolidation, or
any other commercial agreement
with natural and juridical persons.
(new provision)
Previously, corporations are
prohibited to these because it will
violate the centralized
management, unless nakalagay
sa purpose ng corporation. Now,
regardless of the conditions,
corporations may enter to these.
9. To adopt any plan of merger or Majority vote of each of the board of directors or Affirmative vote of the stockholders representing at least 2/3 Any dissenting stockholder may
consolidation as provided in the trustees of the constituent corporations of the of the outstanding capital stock of each corporation in the exercise his appraisal right.
Corporation Code. plan of merger or consolidation case of stock corporation, or of at least 2/3 of the members in
case of non-stock corporation, shall be necessary for the
approval of such plan. Nonvoting shares are entitled to vote.
10. To make reasonable donations, Majority vote of the Board of Trustees N/A N/A
including those for the public
welfare or for hospital, charitable,
cultural, scientific, civic or similar
purpose:

Provided, that no foreign corporation

shall give donations in aid of any
political party or candidate or for
purposes of partisan political activity.

- Before ang binabawal na mag

donate ay domestic or foreign,
ngayon ang binabawal ay foreign
na lang.
11. To establish pension, retirement, N/A N/A N/A
and other plans for the benefit of
its directors, trustee, officer and
employees; and
12. To exercise such other powers as N/A N/A N/A
be essential or necessary to carry
out of its purpose or purposes as
stated in the articles of
incorporation.

Apura, Bayquen, Cabarlo, Castro, Claros, Fabe, Flores, Lagat, Latorza, Maligad | III-Manresa 2019 2