1.

Private Corporations

a. Formation or creation

b. Powers
 i. Express- Express powers are those that are explicitly authorized by the Corporation Code
and other laws, and by the articles of incorporation or charter of the corporation. These
include the power to sue and be sued, to have perpetual existence, to adopt and use a
corporate seal, to amend the articles of incorporation, to issue stocks or admit members,
to purchase or dispose of property, to make donations, to establish pension plans, to
enter into merger or consolidation, and to amend the articles of incorporation

ii. Implied- Implied powers are those that can be inferred from or are necessary for the
exercise of the express powers. For example, if a corporation has the express power to
operate a bookstore, it also has the implied power to hire employees, advertise sales,
lease trucks, and so on.

iii. Incidental- Incidental powers are those that are incidental to the existence of the
corporation. For example, the power to acquire properties is incidental to the power to
sue and be sued.

iv. Ratification- Ratification is a legal term that means the act of giving formal approval or
consent to something, such as a treaty, contract, or agreement. Ratification makes
something officially valid and enforceable by law.

v. Ultra-vires vs. Void

Ultra vires refers to an act that is legal in itself, but not authorized by the object
clause of the Memorandum of Association of a company or statute. Such an act is
null and void and cannot be ratified even by the unanimous consent of all
shareholders. The term ultra vires should be distinguished from an illegal act, for
the former is merely voidable which may be enforced by performance,
ratification, or estoppel, while the latter is void and cannot be validated.
Transactions which are ultra vires are void and incapable of conferring rights onto
third parties.

Ultra-vires means ‘beyond the powers’. It refers to an act or transaction that is

beyond the legal capacity or authority of the person or entity that performs it.
For example, if a corporation enters into a contract that is not related to its
objects or purposes, it may be considered ultra-vires and voidable by the
corporation or its shareholders. Ultra-vires acts are not necessarily illegal, but
they may be challenged by the parties involved or by the courts. Ultra-vires acts
may be validated by ratification, performance, estoppel, or equitable grounds.

Void means ‘of no legal effect’. It refers to an act or transaction that is contrary to
law or public policy, and therefore null and void from the beginning. For example,
if a contract involves fraud, coercion, mistake, or illegality, it may be declared
void and unenforceable by the courts. Void acts are illegal and cannot be
 validated by any means. Void acts have no legal consequences and cannot confer
any rights or obligations on the parties involved.

Therefore, the main difference between ultra-vires and void is that ultra-vires
acts are beyond the powers of the doer, while void acts are against the law or
public policy. Ultra-vires acts are voidable and may be validated under certain
circumstances, while void acts are null and void and cannot be validated at all.

c. Stock

d. Non-stock

e. Other Special Kinds

f. Composition
g. Articles of Incorporation
 It has the PURPOSE CLAUSE, PRINCIPAL OFFICE OF THE CORPORATION, TERM OF
EXISTENCE, NUMBER OF BOARD DIRECTOR OR TRUSTEES, AND AUTHORIZED CAPITAL
STOCK.

i. Nature

ii. Adoption

iii. Amendment
h. By-laws- Articles of Incorporation are like the constitutions

i. The by laws are the statutes

i. Nature
ii. Adoption

iii. Amendment

iv. Binding third persons

j. Incorporators
Partnerships as incorporators- application for registration must be accompanied by a Partner’s affidavit
executed by all partners to the effect that they have authorized the partnership to invest in the
corporation and that they have designated one partner to be a signatory to incorporation documents.

- Partnerships under dissolved or expired status with the SEC are not
authorized to become an incorporator

Domestic Corporations or Associations as Incorporators- investment must be approved by a majority

of the board of trustees, ratified by stockholders representing at least 2/3 of the outstanding capital
stock or 2/3 of the members in nonstock corporations

-Domestic corporations under delinquent, suspended, revoked, or

expired status with the SEC are not authorized to be incorporators
Foreign Corporators as Incorporators- application for registration must be accompanied by a copy of a
document (board resolution, director’s certificate, secretary’s certificate, or its equivalent)
authenticated by a Philippine Consulate authorizing the foreign corporation to invest, naming the
designated signatory on behalf of the foreign corporation.

k. Amount of Capital Stock to be prescribed or paid-up

l. When corporate existence commences

a private corporation formed or organized under the Corporation Code of the Philippines
commences to have corporate existence and juridical personality and is deemed
incorporated from the date the Securities and Exchange Commission issues a certificate of
incorporation under its official seal. Upon issuance of the certificate of incorporation, the
incorporators, stockholders/members and their successors shall constitute a body politic
and corporate under the name stated in the articles of incorporation for the period of time
mentioned therein, unless said period is extended or the corporation is sooner dissolved in
accordance with law.

m. Corporate books and records

i. Minutes

ii. Accounts

iii. Stock and Transfer Book

2. Stock or Share Corporations

a. Doctrine of Equality of Shares

b. Trust Fund Doctrine

 i. Restricted Retained Earnings

ii. Unrestricted Retained Earnings

c. Capital

d. Capital Stock

e. Authorized Capital Stock

f. Share of Stock

g. Subscribed Capital

h. Paid-up Capital

i. Pre-emptive Right

j. Increase or decrease of Capital Stock

k. Subscription contract

l. Consideration for stocks

m. Certificate of stocks and transfer of shares

n. Liability for watered stocks

o. Balance of subscription and delinquency sale

3. Classification of Stock

a. Par and Non-par

b. Voting
 i. Founder's

ii. Common

iii. "Voting Trust Agreemet"

c. Non-voting

i. Preferred
ii. Redeemable
 iii. Treasury- na redeem na nga redeemable shares

d. Promotion

e. Escrow

f. Over-issued

g. Watered

4. Rights of Stockholders

a. Management

i. Indirect

1. To vote directors
 2. To remove directors

ii. Direct

1. To give approval to certain corporate actions

b. Proprietary

i. Appraisal

ii. Issuance of Stock Certificate

iii. To proportionately participate in the distribution of assets during liquidation

iv. To transfer stocks

v. Pre-emptive or First Refusal

vi. To inspect books and records

vii. To financial statements

viii. To recover stocks unlawfully sold to delinquent payment of subscription

ix. To commence suits

c. Remedial

i. Individual

ii. Representative

iii. Derivative
 d. Dividends

i. Dividends vs. Profits

ii. When and how issued

iii. Kinds

1. Cash

2. Stock

3. Property

5. Board of Directors, Trustees and Officers

a. Meetings

b. Board

c. Corporate officers

d. Compensation, liability and dealings

Relative Provisions under Republic Act No. 11232 or The REVISED Corporation
Code:

1. Sec. 6 - 8
2. Sec. 10 - 13
3. Sec. 15 - 18
4. Sec. 21 - 28
5. Sec. 30 - 34
6. Sec. 35 - 44
7. Sec. 45 - 47
8. Sec. 48 - 58
9. Sec. 59 - 64
10. Sec. 66 - 72
11. Sec. 73 - 79
12. Sec. 80 - 85
13. Sec. 86 - 87
14. Sec. 88 - 90
15. Sec. 91 - 94
16. Sec. 95 - 104
17. Sec. 105 - 114
18. Sec. 115 - 132
19. Sec. 173