LAW
COLLEGE OF ACCOUNTANCY, BUSINESS, ECONOMICS AND INTERNATIONAL HOSPITALITY
MANAGEMENT
2nd SEMESTER A.Y. 2023 – 2024
COMPONENTS OF A CORPORATION
1. Corporators
● Those who compose a corporation,
whether as stockholders or as
members.
2. Incorporators
● stockholders or members
mentioned in the articles of
incorporation as originally thereof.
● forming and composing the
corporation who are signatories
thereof.
3. Stockholders (shareholders)
● owners of shares of stock
4. Members
● The corporators of a non-stock
corporation.
5. Board of Directors
● governing body in a stock
● Board of Trustees- corporation,
governing body in non-stock
corporation.
6. Corporate Officers
● The president, who shall be a
director,
● treasurer, who may not be a
director,
● secretary, who shall be a resident
and citizen the Philippines,
● and such other officers as may be
provided for in the by-laws.
● If the corporation is vested with
public interest, the board shall
also elect a compliance officer.
7. Subscribers
● Persons who have agreed to take
and pay for original,
● unissued shares of a corporation
formed or to be formed.
8. Underwriter
● A person who guarantees on a firm
commitment and
● declared best effort basis the
distribution and sale of securities
● A person or entity, especially an
investment banker, which
guarantees the sale of newly issued
securities by purchasing all or of
the shares for resale to the public.
9. Promoter
● Is a person who bring about or
cause to bring about the formation
and organization of a corporation
by:
a. Bringing together the incorporators or the persons
interested in the enterprise;
b. Procuring subscriptions or capital for the
corporation; and
c. Setting in motion the machinery which leads to the
incorporation of the corporation itself.
CLASSES OF CORPORATIONS
Stock or- non-stock corporations.
● have capital stock divided into shares
● are authorized to distribute to the holders of
such shares dividends
● other corporations are non-stock
corporations.
"One person' corporation, corporation sole and
corporation aggregate.'
● is a corporation with a single stockholder.
A corporation sole
● is formed by the chief archbishop, bishop,
priest, minister, rabbi, or other presiding
elder for the purpose of administering and
managing, as trustee, the affairs, property
and temporalities of any religious
denomination, sect or church, a corporation
of such religious denomination, sect, or
church.
● A corporation sole consists of one person
or member only.
● It consists of a single individual having an
artificial or legal personality distinguished
from his natural character.' Corporations
Nicole Busgano
 LAW

COLLEGE OF ACCOUNTANCY, BUSINESS, ECONOMICS AND INTERNATIONAL HOSPITALITY

MANAGEMENT
2nd SEMESTER A.Y. 2023 – 2024

aggregate are those incorporated by more THREE-FOLD NATURE OF THE ARTICLES OF

than one person. INCORPORATION

Ecclesiastical or religious and lay.

● are where members that compose it are
entirely spiritual persons and erected for the
furtherance of religion while
lay corporations
● are for some other purposes.
1. A contract between the State and the corporation;
2. A contract between the corporation and its
stockholders; and
3. A contract between the stockholders inter se.

Eleemosynary and civil

● Eleemosynary corporations, sometimes
called "charitable corporations' are such as
are created, not for private gain or profit but
for charitable purposes.

Civil corporations
● are those organized not for the purpose of
public charity, but for the benefit, pecuniary
or otherwise, of its members.

Domestic and Foreign.

● A domestic corporation is one incorporated
under the laws of the Philippines.

Those organized under foreign laws

● are foreign corporations.

Public and private corporations

● is one organized for political, public or
governmental purposes

Private corporations
● are created for purposes than those of
government, 155 or to carry out private
purposes and interest.

Close and open corporation

● is one whose shares of stock are owned by
not more than a specified number of people
not exceeding 20, subject to restrictions on
transfer and not offered to the public nor
listed in the stock exchange.
● Any other corporation is open.

TERM OF CORPORATION

OFFICERS OF CORPORATION

Nicole Busgano