Tomas del Rosario College

Capitol Drive, San Jose, Balanga City

Telefax No: (047) 791-6152; Tele No: (047) 791-6082

Department: BUSINESS ADMINISTRATION

I. Course Code: B Law 2

II. Course Title: Law on Business Organizations

III. Credits : Three (3) units

IV. Prerequisite : Law on Obligations and Contracts

V. Course Description:
This course is intended to give the students a broad knowledge of legal provisions governing business associations- limited liability company, partnership
and corporations. Topics include: nature of partnerships; elements and kinds of partnership; formalities required; rules of management, distribution of profits and
sharing of losses and liabilities; modes of dissolution; limited partnership; nature and classes of corporations, requirements for incorporation; powers of a
corporation (expressed, implied and incidental); Board of Directors; classes of stock; powers and obligations of stockholders; majority and minority controls;
corporate reorganization (mergers, consolidations and other business combinations); modes of dissolution and liquidation; and statutory books, records and returns
required for a corporation. Also discussed are the laws of associations such as clubs.

VI. Course Outline:

1. Law on Partnership
1.1 Nature and as distinguished from corporation
1.2 Elements and kinds
1.3 Formalities required
1.4 Rules of management
1.5 Distribution of profits and losses
1.6 Sharing of losses and liabilities
1.7 Modes of dissolution
1.8 Limited partnership

Vision: “Truth and Goodness in Man and for all others through Education” Mission: Produce through a responsive curriculum, morally upright, committed
and competent graduates capable of meeting the growing human resources
needs in the profession, government, business, industry and home.
 Tomas del Rosario College
Capitol Drive, San Jose, Balanga City
Telefax No: (047) 791-6152; Tele No: (047) 791-6082

2. Corporations
2.1 Nature and classes of Corporation
2.2 Requirements for organization
2.3 Powers of a corporation
2.3.1 Expressed
2.3.2 Implied
2.3.3 Incidental
3. The Corporation Law
3.1 The formation of a corporation and the articles of incorporation and by-laws
3.2 The role of the Securities and Exchange Commission
3.3 The contractual capacity of corporations
3.4 Satisfactory books, records and reports required for a corporation
4. The management and administration of corporations
4.1 Board of directors
4.1.1 Qualifications
4.1.2 Election and removal
4.1.3 Powers and fiduciary duties
4.1.4 Contractual capacity of directors
4.1.5 Self-dealing by directors
4.1.6 Shareholder remedies
4.2 Corporate officers
4.2.1 Titles and responsibilities
4.2.2 Differences between officers’ and directors’ duties and responsibilities
4.2.3 The company secretary; appointment, role and duties and responsibilities
4.3 External auditors
4.3.1 The appointment and reappointment of auditors
4.3.2 Removal, resignation and replacement of auditors

Vision: “Truth and Goodness in Man and for all others through Education” Mission: Produce through a responsive curriculum, morally upright, committed
and competent graduates capable of meeting the growing human resources
needs in the profession, government, business, industry and home.
 Tomas del Rosario College
Capitol Drive, San Jose, Balanga City
Telefax No: (047) 791-6152; Tele No: (047) 791-6082

4.3.3 Duties and responsibilities

5. Powers, duties, rights and obligations of stockholders
6. Majority, and minority control
7. Capital and the financing of corporations
7.1 Share capital
7.1.1 Classes of stocks; concepts and subscriptions
7.1.2 The issuance and transfer of shares
7.1.3 Dividends
7.1.4 Charges against capital
7.2 Loan Capital
7.2.1 Borrowing powers
7.2.2 Types of debentures and their creation
7.2.3 Company charges for loan capital
7.2.4 Registration of loans
7.2.5 Remedies of loan creditors
8. Corporate reorganization
8.1 Mergers
8.2 Consolidations
8.3 Other business combinations
9. Insolvency
9.1 Procedures for filing for insolvency under relevant laws
9.2 Rights of creditors and other interested parties
10.Modes of dissolution and liquidation
11.Foreign corporations
11.1 License to do business (purpose of the license, requirements for application/ issuance of license and consequence of doing business without a license?
11.2 definition and rights of foreign corporations
11.3 definition of doing business and relation to foreign investments

Vision: “Truth and Goodness in Man and for all others through Education” Mission: Produce through a responsive curriculum, morally upright, committed
and competent graduates capable of meeting the growing human resources
needs in the profession, government, business, industry and home.
 Tomas del Rosario College
Capitol Drive, San Jose, Balanga City
Telefax No: (047) 791-6152; Tele No: (047) 791-6082

11.4 Residents agent (purpose, qualifications)

11.5 Suits against foreign corporations
11.6 Suspension/ revocation of license
11.7 Withdrawal from business
11.8 Kinds and availability of corporate books
12.Laws of associations such as clubs and partnerships to carry out certain activities
12.1 Rights and duties of members and partners of such associations
12.2 Rights of third parties
12.3 Rules governing financial statements and prospectuses

VII. Course Requirements

1. Quizzes
2. Long Examinations
3. Recitation
4. Learning Exercises

Prepared by: Approved:

VANESSA L. VINLUAN MERCEDES G. SANCHEZ, Ed. D.

Acting College Secretary Vice President for Academics Student Affairs
and Extension Services

Vision: “Truth and Goodness in Man and for all others through Education” Mission: Produce through a responsive curriculum, morally upright, committed
and competent graduates capable of meeting the growing human resources
needs in the profession, government, business, industry and home.