Section 1: by the members.

Voting rights One class of shares must Right to vote may be

 Definition of corporation
complete. denied in AOI or BL
 Introduction of business
Transfer of Free transfer of shares in Cannot be made without
 Certain provision to answer the efficiency the old provision
membership which subject to the the consent of other
Section 2: provisions of close corp. party.
Proxy vote Always Can be denied in the
 Artificial being – created by operation of law, which is called juridical person.
AOI and BL
 Doctrine of entity (operation of law) – it is treated as separate person that is distinct from
Termination Transfer may only Maybe terminated
incorporators therefore it is liable for acts or contracts. It can therefore enter into contract
subject to restrictions in according to AOI or BL.
with its own name. and can be sue or be sued.
AOI, BL, and stock
 Powers, attributes and properties – in which the corporation itself can own properties.
certificate
- Should only act according to law which is revised corporation.
Distribution of assets To be distributed to the Not allowed to
- In which can only engage in business that state in articles of corporation
stockholders upon participate in
 Just because you’re a stockholders it doesn’t mean that you own the property that is owned by
dissolution after the distributions of assets.
the corporation.
payment of creditors
 Right of succession – corporation can continue to exist even with the change of members.
Unlike in partnership there’s no right of succession either way it can be dissolve.

Section 3:

STOCK CORP NON STOCK CORP

Distribution of profits Capital stock divided Not distributable as to
into shares dividend to its members,
Other corporation
trustees or officers.
Composition Stockholders Members Public corporation Private corporation
Profit For profit Not for profit For general good and welfare For private purpose, benefit, aim or end
Cumulative voting Election of directors Election of trustees if Government owned or controlled corporation Quasi – public corporation
Atleast 51% of its capital stock Granted the state a franchise or contract which
provided by law provided in AOI or BL
involves the performance of public duties but
Members Max. of 15 (without more than 15 members organized for profits.
merger or consolidation (may)
Term Director – 1 year Trustee – 3 years De jure De facto
Place of meeting Principal office unless Within the country Created with the mandatory statutory any corporation claiming in good faith and its
not practicable then in which provided in BL. requirement and the right to exist as corporation right to exercise corporate power shall not
city or municipality which cannot be successfully attacked or required into collaterally in any private suit.
questioned by any party.
where principal office
Elections BOD elects officers BOT elects officers Organize in accordance of requirements of law.
however may be elected
 Corporation by estoppel Corporation by prescription
Acting as corporation without the authority to Exercising of corporate power for an indefinite
do so shall be liable as general partners. period without the interference of the
government.

Domestic corporation Foreign corporation

Incorporated under the laws in the Philippines Formed, organize or existing under any laws
other than Philippines.

Open corporation Close corporation

Open to any person who wants to be a
stockholders or members
 Treasury shares shall be held record by
not more than specified number of
persons not exceeding 20.
 Shall be subject to one or more
specified restrictions on transfer.
 Shall not list in any stock exchange.

Parent of holding corporation Subsidiary corporation

Hold stocks in another corp for the purpose of More than 50% of voting stock in which is
controlling controlled directly or indirectly by other
corporation.

Corporation aggregate Corporation sole

Consisting more than one One member for the purpose of managing and
administering as trustees, affairs, property,
temporalities of any religious denomination.

Ecclesiastical corporation Lay corporation

For religious purposes Other than religious purposes

Eleemosynary corporation Civil corporation

For charitable purposes For business of profit.
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