Pilipinas Loan Co. v.

SEC - When the complained act of a corporation is contrary to its declared corporate
purposes, the SEC has jurisdiction to entertain the complaint before it. A corporation, under the Corporation
Code, has only such powers as are expressly granted to it by law and by its articles of incorporation, those
which may be incidental to such conferred powers, those reasonably necessary to accomplish its purposes and
those which may be incident to its existence. Jurisprudence has laid down the principle that it is the certificate
of incorporation that gives juridical personality to a corporation and places it within SEC jurisdiction. We are
not persuaded. Due process is not necessarily tantamount to a full-blown trial. The essence of due process is
simply the opportunity to be heard or as applied to administrative proceedings, an opportunity to explain one's
side or an opportunity to seek a reconsideration of the ruling or action taken.

Ong Yong v. Tiu – A subscription contract necessarily involves the corporation as one of the contracting parties
since the subject matter of the transaction is property owned by the corporation — its shares of stock. A party
who has not taken part in the transaction cannot sue or be sued for performance or for cancellation thereof,
unless he shows that he has a real interest affected thereby. rescission due to breach of contract is definitely the
wrong remedy for their personal grievances. Section 25 of the Corporation Code prohibits the President from
acting concurrently as Treasurer of the corporation. The rationale behind the provision is to ensure the effective
monitoring of each officer's separate functions. The distribution of corporate assets and property cannot be
made to depend on the whims and caprices of the stockholders, officers or directors of the corporation, or even,
for that matter, on the earnest desire of the court a quo "to prevent further squabbles and future litigations". a
judicial order to decrease capital stock without the assent of FLADC's directors and stockholders is a violation
of the "business judgment rule"

Shipside Inc. v. Court of Appeals - A corporation, such as petitioner, has no power except those expressly
conferred on it by the Corporation Code and those that are implied or incidental to its existence. In turn, a
corporation exercises said powers through its board of directors and /or its duly authorized officers and agents.
Thus, it has been observed that the power of a corporation to sue and be sued in any court is lodged with the
board of directors that exercises its corporate powers. In turn, physical acts of the corporation, like the signing
of documents, can be performed only by natural persons duly authorized for the purpose by corporate by-laws
or by a specific act of the board of directors. The lack of certification against forum shopping is generally not
curable by the submission thereof after the filing of the petition. The same rule applies to certifications against
forum shopping signed by a person on behalf of a corporation which are unaccompanied by proof that said
signatory is authorized to file a petition on behalf of the corporation. technical rules of procedure should be used
to promote, not frustrate justice. The rule that prescription does not run against the State does not apply to
corporations or artificial bodies created by the State for special purposes, it being said that when the title of the
Republic has been divested, its grantees, although artificial bodies of its own creation, are in the same category
as ordinary persons