This document discusses Philippine corporate law and defines key concepts regarding corporations. It begins with an introduction to the historical background of Philippine corporate law. The key points are:
1. A corporation is an artificial being created by operation of law that has the right of succession and powers authorized by law. It has a separate legal personality from its members.
2. Under Philippine law, a corporation's nationality is determined by the place of incorporation test - the country where the corporation was formed and organized. Control of a corporation by foreign nationals does not change its nationality.
3. For a corporation to be considered a "Philippine national", 60% of its outstanding capital stock entitled to vote must be owned by Fil
This document discusses Philippine corporate law and defines key concepts regarding corporations. It begins with an introduction to the historical background of Philippine corporate law. The key points are:
1. A corporation is an artificial being created by operation of law that has the right of succession and powers authorized by law. It has a separate legal personality from its members.
2. Under Philippine law, a corporation's nationality is determined by the place of incorporation test - the country where the corporation was formed and organized. Control of a corporation by foreign nationals does not change its nationality.
3. For a corporation to be considered a "Philippine national", 60% of its outstanding capital stock entitled to vote must be owned by Fil
This document discusses Philippine corporate law and defines key concepts regarding corporations. It begins with an introduction to the historical background of Philippine corporate law. The key points are:
1. A corporation is an artificial being created by operation of law that has the right of succession and powers authorized by law. It has a separate legal personality from its members.
2. Under Philippine law, a corporation's nationality is determined by the place of incorporation test - the country where the corporation was formed and organized. Control of a corporation by foreign nationals does not change its nationality.
3. For a corporation to be considered a "Philippine national", 60% of its outstanding capital stock entitled to vote must be owned by Fil
CORPORATION LAW vehicle as a means of doing business the
ATTY. AMANTE A. LIBERATO Philippines.
h) this would spread the benefits of A. INTRODUCTION prosperity among all the people ,especially Legislative and Historical Background of the employees of the corporations and Philippine Corporate Law associations which may be organized under the aegis of the Corporation Code. Corporation Law (Act No. 1459)- first general law on corporations in the GENERAL RULE: Corporation Code is a PRIMARY Philippines LAW -passed by the Philippine Commission in EXCEPT: Becomes SUPPLETROY LAW in 1906 and took effect on April 1 , 1906 BANKS- governed by General Banking -codification of the American law on Law and the New Central Bank Act corporations -repealed in1980 by Batas Pambansa NOTE : As between general and special law , the Blg. 68 (Corporation Code of the latter shall prevail – generalia specialibus non Philippines) which took effect on May 1, derogant 1980 B. DEFINITION AND ATTRIBUTES OF A Corporation Code- applies to all CORPORATION corporations already in existence at the 1. Statutory Definition time the Code took effect. It is consistent Sec. 2 Corporation defined--- A with the mandate under Sec. 1 Art. XII of corporation is an artificial being the Constitution for Congress to created by operation of law , prescribe all the criteria for the having the right of succession and “formation, organization, or regulation “ the powers, attributes and of private corporations in general law properties expressly authorized by applicable to all without discrimination. law or incident to its existence
PURPOSE OF CORPORATE LAW NOTES: CJ Marshall – Corporations is an
a) Provide for the formation and organization artificial being, invisible , intangible and of corporations existing only in contemplation of the law b) define their powers c) fix the duties of the directors and other ATTRIBUTES: ( A-C-R-P) officers thereof 1. It is an ARTIFICIAL BEING d) declare the rights and liabilities of 2. It is created by operation of law shareholders and members 3. It has the right of succession e) prescribe the conditions under which 4. it has powers, attributes expressly corporations may transact authorized by law or incident of its f) seeks to regulate both relations between existence. groups as well as their rights once they have joined the group 2.1 Artificial Being g) to lay down rules and regulations of the Concession Theory- it owes its life to the State organization of corporations with a view to and its birth is purely dependent on the State’s the protection of the public interest , but will. at the same time, promote the economic and social development of the country , 2.1.1 Doctrine of Corporate Entity( separate through the development of the corporate personality) A corporation has a personality separate and 2.1.1.1 Nationality distinct from its members. It has a personality GENERAL RULE: Corporation cannot be separate and distinct from the persons composing considered a citizen as the term "citizen" is it as well as from that of any other entity to which understood in political law. it is related. This separate juridical personality is recognized under the NCC because its Art. 44 In political law, citizenship is membership specifies corporations among those considered as in body politic, which carries with it the juridical persons with juridical personality duty of allegiance to the State and the ,separate and distinct from that of each exercise of political rights, like the right of shareholder or member. suffrage and right to hold public office, as well as the duty to render military service ART. 45 of NCC- Private Corporations are when required to by the State. In this regulated by laws of general application on sense, the term citizenship is limited to the subject natural persons because by the very essence of the duty of allegiance to the state and the exercise Art.46 of NCC- juridical persons may acquire of political rights, only natural persons are capable and possess property of all kinds as well of performing said acts. as incur obligations and bring civil or criminal actions in conformity with the Two principal tests for determining if a laws and regulations of their organization. corporation is foreign or domestic, namely: Properties registered in the name of the Aggregate Test- which requires corporation are owned by it as an entity looking into the nationality, domicile, separate and distinct from those who or residence of the individuals who compose it. control the corporation -aka Control Test CASES: Entity Test- which looks to the a.) Secosa et.al. vs. Heirs of Erwin Suarez nation where the corporation was Francisco , G.R No. 160039, January 29, 2004 incorporated. A corporation has a personality separate -aka Place of Incorporation Test and distinct from its members. It has a or Incorporation Test personality separate and distinct from the persons composing it as well as from that a. Incorporation Test any other entity to which it may be NOTES: The norm that is expressed in the related. Corporation Code is the Entity or Place of Incorporation Test. b.) PNB vs. Aznar , G.R No. 171805 , May 30,2011 Section 123 of the Corporation Code The interest of the shareholder in the provides that a foreign corporation is one corporation is indirect, contingent and formed, organized, or existing under any inchoate. (PNB v. Aznar) The interest of the laws other than those of the Philippines shareholder on a particular property becomes and whose laws allow Filipino citizens and actual, direct and existing only upon corporations to do business in its own liquidation of the assets of the corporation country or state. As explained in one case, and the same property is assigned to the the sovereignty by which a corporation share holder concerned was created, under whose laws it was organized, determines its national character, and the fact that some of its incorporators were residents and citizens of a foreign country does not change this 70% of A corporation) belong to Japanese rule. nationals. Corporation A is also not a Philippine National even if only 40% of the b. Control Test (Sec. 3(a), RA 7042, as shares outstanding entitled to vote in X amended ) Corporation belong to aliens but more than 60% of its directors are aliens (e.g. 4 of 5 NOTES: Contemplated by the SEC is said to directors are aliens). b. The test for have been adopted under Section 3 of compliance with the nationality requirement is Republic Act (RA.) No. 7042 as amended by based on the total outstanding capital stock R.A. 8179 otherwise known as the Foreign irrespective of the amount of the par value of Investment Act of 1991 which provides that a shares and whether or not the shares are fully corporation shall be considered a "Philippine or partially paid. National" if it is (1) a corporation organized under Philippine laws of which 60% of the *Preferred shares, voting shares as well as capital stock outstanding and entitled to vote non-voting shares are likewise considered in is owned and held by Filipino Citizens; or (2) a the computation because they all form part of Corporation organized abroad and registered the outstanding capital stock. as doing business in the Philippines under the Corporation Code of which 100% of the *Special laws may exceptionally limit the capital stocks entitled to vote belong to computatione to a certain type of shares. For Filipinos. example, Section 6 of RA No. 5980 as amended limits the computation to voting Section 1 (b) of the amendments to the shares. Implementing Rules and Regulations of R.A. 7042 expressly provides that the control test *The SEC likewise clarified that the test that shall be applied should be applied is the Control Test and not the "Grandfather Rule." *Where a corporation and its non-Filipino stockholders own stocks in an SEC registered c. Grandfather Rule (less than 60% Filipino enterprise, at least 60% of the capital stock ownership) outstanding and entitled to vote of each of NOTES: It is a method of determining the both corporations must be owned and held by nationality of corporation which in turn is citizens of the Philippines and at least 60% of owned by another corporation by breaking the members of the Board of Directors of each down the equity structure of the of both corporations must be citizens of the shareholders of the corporation. Philippines, in order that the corporation shall be considered a Philippine national. The SEC en banc voted and decided to do away with the strict computation the so- EXAMPLE: X Corporation owns 70% of the called Investment Test otherwise known as outstanding shares, entitled to vote in A the "Grandfather Rule” in determining the corporation. The 70% shares outstanding nationality of corporations with foreign entitled to vote in X corporation are owned by equity in accordance with the Opinion of Mr. A, a Filipino and four (4) of its five (5) the Department of Justice No. 18 series of directors are also Filipinos. A corporation is a 1989 dated January 19, 1989. Philippine National in this example. However, the Department of Justice and However, corporation A is not a Philippine the Securities and Exchange Commission National if 70% of the shares outstanding still apply the "Grandfather Rule" in some entitled to vote in X corporation (which owns cases because of the qualification in the opinion to the effect that if the percentage The legal and beneficial ownership of 60 of Filipino ownership in the corporation or percent of the outstanding capital stock partnership is less than 60%, only the must rest in the hands of Filipinos in number of shares corresponding to such accordance with the constitutional percentage shall be counted as of mandate. Full beneficial ownership of 60 Philippine Nationality. percent of the outstanding capital stock, coupled with 60 percent of the voting GRANDFATHER RULE CONTROL TEST rights, is constitutionally required for the States grant of authority to operate a The percentage of No such public utility. The undisputed fact that the Filipino equity in the computation is PLDT preferred shares, 99.44% owned by corporation is necessary and the Filipinos, are non-voting and earn only computed by total shareholdings 1/70 of the dividends that PLDT common attributing the in the subsidiary shares earn, grossly violates the nationality of the may, in proper constitutional requirement of 60 percent second or even cases, be Filipino control and Filipino beneficial subsequent tier of considered as ownership of a public utility. ownership to totally Filipino In short, Filipinos hold less than 60 determine the owned even if some percent of the voting stock, and earn less nationality of the of the shareholders than 60 percent of the dividends, of corporate shareholder in the shareholder PLDT. This directly contravenes the express corporation are not command in Section 11, Article XII of the It involves the Filipinos. Under the Constitution that [n]o franchise, certificate, computation of Control Test, a or any other form of authorization for the Filipino ownership of a corporation shall be operation of a public utility shall be corporation in which considered a granted except to x x xcorporations corporation of partly Filipino corporation x x x organized under the laws of the Filipino and partly if the Filipino Philippines, at least sixty per centum of foreign equity owns ownership of its whose capital is owned by such citizens capital stock. The capital is at least percentage of shares 60% and where the held by the second 60-40 Filipino-alien b.) Narra Nickel Mining Development Corp corporation in the first shareholding is not vs. Redmont Consolidated Mines Corp. , is multiplied by the in doubt G.R No. 195580, April 21, 2014 latter's own Filipino The "control test" is still the prevailing equity, and the mode of determining whether or not a product of these corporation is a Filipino corporation, within percentages is the ambit of Sec. 2, Art. II of the 1987 determined to be the Constitution, entitled to undertake the ultimate Filipino exploration, development and utilization of ownership of the the natural resources of the Philippines. subsidiary corporation When in the mind of the Court there is doubt, based on the attendant facts and CASES: circumstances of the case, in the 60-40 a.) Gamboa vs. Teves , G.R No. 176579, June Filipino-equity ownership in the 8,2011 and October 9, 2012 corporation, then it may apply the "grandfather rule." 2.1.1.2 Constitutional Rights CASES: NOTES: corporation is to person, is proper a.) Bache & Co., Inc. vs. Ruiz , G.R. No. L- cases, within the due process and equal 32409, February 27, 1971 protection clause of the Constitution. Thus, the warrants authorized the search for and seizure of records pertaining to all Just, like a natural person it cannot be business transactions of petitioners herein, deprived of its life and property without regardless of whether the transactions due process of law. were legal or illegal. The warrants sanctioned the seizure of all records of the *As an artificial being and as a mere petitioners and the aforementioned creature of law, a corporation cannot corporations, whatever their nature, thus exercise Constitutional rights that are not openly contravening the explicit command consistent with its nature as a mere of our Bill of Rights — that the things to be artificial being or rights that are not seized be particularly described — as well available because the corporation’s life is as tending to defeat its major objective: just a concession of the State. the elimination of general warrants."cralaw virtua1aw library Thus, corporation cannot claim that it, is entitled to protection &the due process While the term "all business transactions" clause for the protection of liberty. does not appear in Search Warrant No. 2- M-70, the said warrant nevertheless tends A corporation is entitled to the right to defeat the major objective of the Bill of against unreasonable searches and Rights, i.e., the elimination of general seizure. warrants, for the language used therein is so all-embracing as to include all A corporation is but an association of conceivable records of petitioner individuals under an assumed name and corporation, which, if seized, could with its legal entity. In organizing itself as a possibly render its business inoperative. collective body, it waives no constitutional immunities appropriate to b.) Smith Bell & Co. vs. Natividad , G.R. No. such body. 15574, September 17, 1912 While Smith, Bell & Co. Ltd., a corporation The right pertains to the corporation as a having alien stockholders, is entitled to the separate entity, hence, only the protection afforded by the due-process of corporation,and not its officers in their law and equal protection of the laws clause personal capacity, is the real party in of the Philippine Bill of Rights, interest, and to question an alleged nevertheless, Act No. 2761 of the unreasonable search and seizure. Where Philippine Legislature, in denying to properties of the corporation are corporations such as Smith, Bell &. Co. unlawfully seized, the right that is invaded Ltd., the right to register vessels in the is the right of the corporation and not the Philippines coastwise trade, does not right of its officers and stockholders belong to that vicious species of class legislation which must always be Right against self-incrimination has no condemned, but does fall within application to juridical persons. authorized exceptions, notably, within the purview of the police power, and so does not offend against the constitutional rules governing the liability of a principal provision. or master for a tort committed by an agent or servant are the same whether c.) Stonehill vs. Diokno , 20 SCRA 383 (1967) the principal or master be a natural The Government's action in gaining person or a corporation, and whether the possession of papers belonging to the servant or agent be a natural or artificial corporation did not relate to nor did it person. affect the personal defendants. If these papers were unlawfully seized and thereby All of the authorities agree that a principal the constitutional rights of or any one or master is liable for every tort which he were invaded, they were the rights of the expressly directs or authorizes, and this is corporation and not the rights of the other just as true of a corporation as of a defendants. Next, it is clear that a question natural person. of the lawfulness of a seizure can be raised only by one whose rights have been *A corporation is liable, therefore, invaded. Certainly, such a seizure, if whenever tortuous act is committed by unlawful, could not affect the an officer or agent under express constitutional rights of defendants whose direction or authority from the property had not been seized or the stockholders or members acting as a privacy of whose homes had not been body, or generally, from the directors as disturbed; nor could they claim for the governing body themselves the benefits of the Fourth Amendment, when its violation, if any, was * The liability of corporations may either with reference to the rights of another be vicarious or direct personal obligation and may arise out of different sources of d.) Bataan Shipyard & Engineering Co., PCGG, obligation. G.R. No. L- 75885, May 27, 1987 PCGG issued an order requiring BASECO to Thus, the liability of a corporation may be produce corporate records in the exercise based on contract. Under the liable based of its powers under Executive Order No. 2 on contract if the breach primary rule of to require all persons in the Philippines attribution, the corporation directors. holding alleged ill gotten wealth of President Ferdinand Marcos and his Direct corporate responsibility may be alleged cronies to make full disclosure of imposed under Article 2176 the same. BASECO questioned the order * alleging that there was violation of its right *Vicarious liability may be based on against unreasonable searches and seizure quasi-delict under Article 2180 of the New and self-incrimination. The Supreme Court Civil Code, delict under Article 102 Revised rejected the argument because there was Penal Code and under Article 104 of the in fact no search and seizure in the case Revised Penal Code for innkeepers or and BASECO as a corporation is not hotelkeepers. entitled to the right against self- incrimination A single act or omission may give rise to different sources of obligations and may 2.1.1.3 Civil and Criminal Liabilty warrant the award of damages. Tort NOTES: obligation may even concur with contractual 1.) Tort Liability- A corporation is civilly liable obligation. This is subject to proscription in the same manner as a natural person against double recovery. for torts, because generally speaking, the 2..) Criminal Liability- No criminal action can lie against a corporation under the present b.) Professional Services , Inc. vs. CA, G.R No. rules. This is consistent the traditional view in 126297, February 11,2008 Spanish law. Supreme Court sustained the liability of Spanish laws from which the criminal law hospitals based on the doctrine of corporate rules and principles in the Philippines were responsibility. largely derived, does not allow a corporation The duty of providing quality medical service to be proceeded against. is no longer the sole prerogative and responsibility of the physician. This is because A corporation cannot commit felonies the modern hospital now tends to organize a described under the Revised Penal Code highly professional medical staff whose because artificial beings are incapable of competence and performance need also to intent. Neither can a corporation perform any be monitored by the hospital commensurate overt act. with its inherent responsibility to provide quality medical care. Such responsibility The officers of the corporation may be held includes the proper supervision of the liable. It is settled that an officer of a members of its medical staff. corporation can be held criminally liable for acts or omissions done in behalf of the Accordingly, the hospital has the duty to corporation only where the law directly make a reasonable effort to monitor and requires the corporation to do an act in a oversee the treatment prescribed and given manner and the same law makes the administered by the physicians practicing in person who fails to perform the act in the its premises prescribed manner expressly liable criminally. The corporate negligence doctrine imposes Although the performance of an act is an sever 11 duties on a hospital: obligation directly imposed on a corporation, (i) to use reasonable care in the mainte- the responsible officer who actually nance of safe and adequate facilities and performed the act must of necessity be the equipment: one to assume criminal liability; otherwise (ii) to select and retain only competent this liability as created by the law would be physicians illusory, and the deterrent effect of the law. (iii)to oversee as to patient care all persons practice medicine within its walls. and The same rule applies to stockholders. Before (iv.) to formulate. adopt, and enforce a stockholder may be held criminally liable for adequate inks and policies to ensure quality acts committed by the corporation, it must be care for its patient. shown that he had knowledge of the criminal act committed in the name of the corporation These special tort duties arise from the and that he took part in the same or gave his special relationship existing between. a consent to its commission, whether by action hospital or nursing home and its patients, or inaction. which are based on the vulnerability of the physically or mentally ill persons and their The criminal statute itself may expressly inability to provide care for themselves. provide or may identify the persons who are criminally liable. c.) Child Learning Center., Inc.vs. Tagario , G.R. No. 150920, November 25,2005 CASES: A pre-schooler was trapped inside a small a.) PNB vs. CA, 83 SCRA 237, May 18, 1978 toilet in the third floor of a school building. The child panicked and banged and kicked violating a penal statute. The statute the door several times while shouting for imposes criminal penalties on anyone who help. When no help came, the child with intent to defraud another of money opened the window to call for help. or property, draws or issues a check on any Tragically, in the process of opening the bank with knowledge that he has no window, the child went right through and sufficient funds in such bank 'to meet the fell down three stories. check on presentment. Moreover, the personal liability of the corporate officer is The child suffered multiple serious injuries. predicated on the principle that he cannot The school was made directly and primarily shield himself from liability from his own liable under Article 2176. The liability is not acts on the ground that it was a corporate vicarious because the obligation to provide act and not his personal act. safe facilities is imposed directly on the corporation (school). g.) Ching vs, Secretary of Justice, 481 SCRA, 626, February 6,2006 d.) Sia vs. People , 121 SCRA 655, April 28, The principle making corporate officers 1983 and employees criminally liable "applies Crime was estafa under the Revised Penal whether or not the crime requires the Code for the alleged failure to return the consciousness of wrongdoing. It applies to goods covered by a trust receipt or to those corporate agents who themselves account for the proceeds of the sale of the commit the crime and to those, who, by same goods. The Supreme Court acquitted virtue of their managerial positions or the president who signed the trust receipt other similar relation to the corporation, in question explaining that "in the absence could be deemed responsible for its of an express provision of law making the commission, if by virtue of their petitioner liable for the criminal offense relationship to the corporation, they had committed by the corporation of which he the power to prevent the act. is a president as in fact there is no such Moreover, all parties active in promoting a provision in the Revised Penal Code under crime, whether agents or not, are which the petitioner is being prosecuted, principals. Whether such officers or the existence of criminal liability on his employees benefited by their delictual acts part may not be said to be beyond any is not a touchstone of their In the criminal doubt. liability. Benefit is not an operative fact. e.) Espiritu Jr. vs. Petron Corporation , G.R. No.170891, November 28 A corporate officer cannot protect himself f.) Gosiaco vs. Ching ,G.R. No. 173807, April behind a corporation where he is actual, 16,2009 present and efficient actor.
The third paragraph of Section 1 of BP Big. 2.1.1.4 Recovery of Moral Damages
22 or Anti-Bouncing Checks Law states: NOTES: The award of moral damages cannot Where the check is drawn by a be granted in favor of a corporation corporation, company or entity, the person because, being artificial person and having or persons who actually signed the check existence only in legal contemplation, it in behalf of such drawer shall be liable has no feelings, no emotions and no under this Act. senses. It cannot, therefore experience physical suffering and material anguish, In other words, "when a corporate officer which can be experienced only by one issues a worthless check in the corporate having a nervous system. name he may be held personally liable for It is believed that the better rule is to a.) ABS-CBN Broadcasting vs. CA,301 SCRA disallow award of moral damages to juridical 572, January 21,1999 entities like corporations even for Observation in the said two (2) cases besmirched reputation and defamation. regarding the right of a corporation to moral damages is an obiter dictum This rule is consistent with the very nature of moral damages. The award of moral damages b.) Filipinas Broadcasting Network vs. Ago aims the restoration within the limits possible Medical and Educational center ,448 SCRA of the spiritual status quo ante. It is 413, January 17,2005 predicated on the presence of injury that is A corporation can be an offended party in incapable of pecuniary estimation like a defamation case and it can recover moral physical suffering, mental anguish and other damages under Article 2219 (7) of the Civil similar injury.' The award of moral damages is Code justified only if there is moral suffering and physical suffering. c.) Manila Electric Co. vs. TEAM Corp, 540 SCRA 62, December 13,2007 *all the cases when moral damages may be The Supreme Court observed that as a awarded under Article 2219 of the New Civil rule, a corporation is not entitled to moral Code "immediately suggest physical or moral damages because, not being a natural suffering.” Hence,award of moral damages person, it cannot experience physical predicated on besmirched reputation or suffering or sentiments like wounded defamation is justified only if there is moral feelings, serious anxiety, mental anguish suffering on the part of the plaintiff. This is and moral shock. The only exception to possible only in the case of natural persons. this rule is when the corporation has a Consequently, an artificial being like a reputation that is debased, resulting in its corporation cannot be awarded moral humiliation in the business realm. damages because it does not have a spiritual d.) Crystal vs. Bank of PI , G.R. No. 172428, status quo; -J. CAPISTRANO November 28,2008 The Supreme Court reiterated that the *besmirched reputation cannot cause mental ruling in Manero and Mambulao were anguish to a corporation unlike in the case of mere obiter dicta. However, the Supreme a natural person , for a corporation has no Court did not eliminate the possibility that reputation in the sense that an individual has, moral damages may be awarded to and besides, it is inherently impossible for corporations observing that "(i)ndeed, corporation to suffer moral anguish- Judge while the Court may allow the grant of Sanco moral damages to corporations, it is not automatically granted; there must still be *This is not to say that the commercial proof of then of the factual basic of the reputation of a corporation cannot be damage and its causal relation to the besmirched or defamed. Courts may still find defendant's acts. This is so because moral that the reputation of a corporation was damages, though incapable of pecuniary besmirched but they may not award moral estimation, are in the category of an award damages in favor of the corporation. designed to compensate the claimant for Damages must be limited to ACTUAL, actual injury suffered and not to impose a NOMINAL, TEMPERATE, EXEMPLARY penalty on the wrongdoer DAMAGES and ATTORNEY’S FEES. e.) UP vs. Dizon , G.R. No. 171182, August CASES: 23,2012 2.1.1.5 Practice of Profession A corporation cannot engage in the practice b.) Enriquez Security Services Inc. vs. of a profession Cabotaje , G.R. No. 147993, July 21,2006 CASES: Security guard used to work for a a.) Samahan ng Optometrists vs. Acebedo dissolved corporation . After International Corp., 270 SCRA 298 (1997) dissolution , the guard was transferred to a new corporation . b.) Alfafara vs. Acebedo Optical Company , when the guard retires , the time 381 SCRA 293(2002) that he worked for the dissolved corp. was not included in the length 2.1.2 Doctrine of piercing the veil of corporate of service which will be used for the fiction purpose of determining his retirement pay . NOTES: Basic in corporate law is the principle that RULING: The attempt because to a corporation has a separate personality distinct make the 2 security agencies as from its stockholders and from other corporations separate entities, when in reality to which it may be connected. It is a fiction they were one , was a devise to created by law with the intent that it should be defeat the law. The veil of corporate treated as true. fiction was disregarded because the same was used to perpetrate The corporation’s separate juridical personality injustice or as a vehicle to evade may be disregarded when there is an abuse of the obligations. corporate form. examples: 2.1.2.2 Alter ego piercing when the corporate identity is used NOTES:Piercing the veil of corporate to defeat public convenience , justify fiction is justified under the Alter Ego wrong , protect fraud , or defend crime. Doctrine if there is such unity of interest where corporation is a mere alter and ownership that the separate ego or business conduit of a persons personalities of the corporation and the where a corporation is so organized individual no longer exist. The interest of and controlled and its affairs are so equity will be served if the separate conducted as to make it merely an personality of the corporation will be instrumentality , agency, conduit or disregarded. adjunct of another corporation Thus, when the corporation is owned by *legal fiction of a separate corporate one person whereby the corporation personality, for reasons of public policy and in the functions only for the benefit of such interest of justice , will be justifiably set aside. individual owner, the corporation and the individual should be deemed to be the 2.1.2.1 Fraud Piercing same. Fraud –there is a fraud if there is a deception that would lead an ordinarily CASES: prudent man into error after taking the a.) Heirs of Pajarillo vs. CA, GR Nos. circumstances into account. 150056-57, October 19,2007 Alter Ego doctrine was applied to CASES: make the controlling shareholder who a.) Concept Builders , Inc. vs. NLRC , 257 is also operations manager and the SCRA 149, May 29,1996 corporation itself liable for the that the corporation was an adjunct of the obligations of a sole proprietorship. subsidiary corporation. Thus, there was commonality of directors, The sole proprietorship was officers and stockholders; there was transformed into a corporation and sharing of office; there were financing and the franchise was transferred to the management arrangement between the corporation. The corporation was two companies allowing a corporate established after the sole officer of the first corporation to handle Proprietorship was charged by the the other; there was virtual domination if union with unfair labor practice, illegal not control wielded by the same officer deductions , illegal dismissal an over the finances, and business policies violation of labor standard laws. and practices of the subsidiary.
It was established that sole RULING: it behooves the corporation
corporation was a mere continuation officer "as a matter of law and equity, to and successor of the sole assume the legitimate financial obligation proprietorship. the sole proprietorship of a cash strapped subsidiary corporation was transformed into a family which it virtually controlled to such a corporation in a surreptitious attempt degree that the latter became its to evade the charges of the union. instrument or agent
b.) Tomas Lao Construction vs. NLRC , 2.1.1.3 Equity Piercing
G.R.No. 116781, September 5,1997 Piercing the corporate fiction is necessary to The High Court ruled that where it appears attain justice and equity that the businesses of three corporations are owned, conducted and controlled by CASE: Telephone Engineering & the same parties, both law and equity will, Service Co. Inc vs. WCC, 104 SCRA 354 (1981) when necessary to protect the rights of third persons, disregard the legal fiction 2.1.1.4 Other Cases that the three corporations are distinct a.) Francisco Motors vs. CA, 309 SCRA 72, entities and treat them as identical. It was June 5,1999 established that the three corporations The SC likewise rued that there was no were in fact substantially owned and reason to pierce the veil of corporate controlled by the members of one family; fiction because there was no evidence that the directors also belong to the same that the corporation was perpetuating family; the corporations were engaged in fraud or promoting. the same line of business; there was only one management; the corporations use the The rationale behind piercing same manpower services; and the corporation’s identity in a given case is corporations use the same equipment to remove the barrier between the corporation from the persons comprising it to thwart the fraudulent c.) General Credit Corporation vs. Alsons and illegal schemes of those who use Development , 513 SCRA 225, January the corporate personality as a shield 29,2007 for undertaking certain proscribed The Alter Ego doctrine was applied activities. because of the presence of numerous circumstances that support the conclusion b.) Sarona vs. NLRC, et al., G.R. No. 185280 January 18,2012 features of a corporation is the right of succession which is also known as perpetual c.) Wensha Spa Center , Inc. vs. Yung , succession. G.R. No. 185122, August 16,2010 d.) Hi- Cement & Holdings Corp. vs. *Perpetual succession -continuous existence Insular Bank of Asia and America, G.R. which enables a corporation to No. 132403 manage its affairs, and hold property e.) Enriquez Security Services Inc.vs. without the necessity of perpetual Cabotaje , G.R. No. 147993, July conveyances, for purposes of transmitting 21,2006 it. By reason of this quality, this ideal and artificial person remains, in its legal entity 2.2 Created by Operation of Law and personality, the same, though frequent changes may be made of its 2.2.1 Created by Special law members. Sec. 4- Corporations created by special - laws or charters. – Corporations created by special laws or charters shall be CASE: SME Bank Inc. vs. De Guzman , G.R. Nos. governed primarily by the provisions of 184517 AND 186641 , October 8, 2013 the special law or charter creating them or applicable to them, supplemented by the provisions of this Codes insofar as 2.4. Possess powers , attributes and properties they are applicable. 2.4.1. Theory of special capacities The fourth attribute of the corporation that it has the powers, attributes expressly 2.2.2. Created under a general law authorized by law or incident to its existence is Sec. 16 , Art.XII of the 1987 Constitution recognition of what is known as the Theory of Special Capacities. The powers of the 2.3 Right of Succession corporation are given by law and it cannot NOTES: Among the most important are exercise powers that are not so given. In fine, immortality, and, if the expression may be the powers of the corporation are only those allowed, individuality; properties by which a that are expressly provided for, implied perpetual succession of persons are considered powers, and incidental powers. the same, and may act as a single individual. They enable a corporation to manage its own The Theory of Special Capacities should be affairs, and to hold property without the distinguished from the Theory of General perplexing intricacies, the hazardous and Capacities under which a corporation may endless necessity, of perpetual conveyances for exercise any and all powers that may be the purpose of transmitting it from hand to exercised by natural persons. hand. 2.4.2. Theory of general capacities It is chiefly for the purpose of clothing bodies of men in succession with these qualities and capacities that corporations were invented, and are in use.
By these means, a perpetual sucession of
individuals are capable of acting for the promotion of the particular object, like one immortal being. Hence, one of the distinctive