CORPORATION LAW

Incorporation and Organization

Management and Control

Stockholders and Members

Capital Structures

Corporate Liabilities and Doctrine

Dissolution and Liquidation

Foreign Corporations

Corporate Governance and Compliance

Special Corporate Laws and Applications

Core Doctrines
Separate Juridical Personality: Corporation = distinct entity from stockholders/officers. Corporate assets/liabilities ≠ personal assets. Shield from personal liability. [Aboitiz v. Chiongbian]

Limited Liability: Stockholders liable only to capital contributions. No personal liability absent fraud/veil piercing.

SEC Creation: Corporations exist by operation of law via SEC registration only.

Constitutional Rights: Due process/equal protection YES; self-incrimination NO.

COCOFED, et al. v. Republic of the Philippines
G.R. Nos. 177857-58, August 11, 2016

The case involved issues relating to the sequestration of assets and stocks allegedly constituting ill-gotten wealth. A central question was whether corporations, whose stocks were subject to sequestration, were entitled to due process protections under the Constitution, particularly when they were not impleaded as parties in the judicial proceedings that could affect their property rights.

Issues:

Are corporations entitled to constitutional protection, specifically the right to due process, in judicial proceedings that may affect their property?
Is it necessary to implead corporations as parties in actions that could substantially affect their interests?
Ruling and Reasoning:
The Supreme Court held that corporations are indeed entitled to constitutional protection, including the right to due process. The Court emphasized that before a judgment affecting a corporation’s property can be rendered, the corporation must be given its day in court. This is rooted in Section 1, Article III (Bill of Rights) of the 1987 Constitution, which provides that no person shall be deprived of life, liberty, or property without due process of law.

The Court explained that corporate entities, though artificial, are still "persons" under the law and are thus entitled to the same due process protections as natural persons. The failure to implead a corporation in a suit for the recovery of ill-gotten wealth against its stockholders would violate the corporation’s fundamental right to due process, as it would be deprived of property without being heard.

The Court cited previous rulings, such as Palm Avenue Holding Co., Inc. v. Sandiganbayan and PCGG v. Sandiganbayan, reiterating that corporations must be impleaded as defendants in actions that could affect their interests. Otherwise, any judgment rendered would be void for lack of due process.

"It is elementary that every person must be heard and given his day in court before a judgment involving his life, liberty or property issues against him. This rule is enshrined no less in the very first section of the Bill of Rights of our Constitution: SECTION 1. No person shall be deprived of life, liberty or property without due process of law, nor shall any person be denied the equal protection of the laws.
Corporate persons, needless to stress, are entitled to the due process protection."

Doctrinal Impact
Due Process for Corporations: The case firmly establishes that corporations, as juridical persons, are entitled to due process and equal protection under the Constitution.
Impleading Corporations: In actions that may affect a corporation’s property or interests, the corporation must be impleaded as a party to satisfy due process requirements.
Broader Application: The doctrine applies not only to sequestration cases but to all judicial proceedings where a corporation’s property rights may be affected.
Educational Focus
Ratio Decidendi:
Corporations are entitled to due process protection under the Constitution. Any judgment affecting a corporation’s property without giving it an opportunity to be heard is void for lack of due process.

Bar Connection:
This case is highly relevant for bar exam questions on constitutional law, particularly on the rights of juridical persons, due process, and procedural requirements in civil actions involving corporations.

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II. TYPES OF CORPORATION

1. Stock Corporations
A stock corporation is one that has capital stock divided into shares and is authorized to distribute dividends to its shareholders based on their shareholdings.

Legal Basis: Section 3, R.A. No. 11232

“Corporation” shall refer to a stock corporation unless otherwise provided.

Characteristics:

Has shareholders who invest capital
Issues stock certificates
Declares dividends (cash, property, or stock)
Operates for profit

Example:
Banks, manufacturing companies, and most for-profit enterprises fall under this category.

2. Non-Stock Corporations
A non-stock corporation is organized not for profit and does not issue shares of stock, but rather has members.

Legal Basis: Title XI, R.A. No. 11232, Sections 86–93

Characteristics:

Has members, not shareholders
Profits are reinvested, not distributed
Formed for charitable, educational, religious, social, or cultural purposes

Example:
Foundations, non-profit schools, civic organizations, NGOs.

Case Reference: Philex Mining Corp. v. CIR, G.R. No. 125704, August 28, 1998 – emphasized that a non-stock corporation cannot distribute earnings to private individuals.

3. Close Corporations
A close corporation is a stock corporation whose ownership is limited to a few individuals, often family members, and where management is usually by the stockholders themselves.

Legal Basis: Title XII, R.A. No. 11232, Sections 95–104

Characteristics:

Not more than 20 shareholders
Stock not listed on the stock exchange
May dispense with a board of directors
Restrictions on the transfer of shares

Case Reference: Cipriano v. Marcelino, G.R. No. 132047, November 27, 2000 – the Supreme Court recognized that management in close corporations is often personal and participative.

4. One Person Corporations (OPC)
An OPC is a corporation with a single stockholder, who can also be the sole director and president.

Legal Basis: Title XIII, R.A. No. 11232, Sections 116–132

Characteristics:

May be formed by a natural person, trust, or estate
Cannot be a bank, quasi-bank, or insurance company
Required to appoint a nominee and alternate nominee

Innovation: This is a major reform in the 2019 Code that removes the need for at least 5 incorporators.

5. Foreign Corporations
A foreign corporation is one formed under laws other than those of the Philippines, but licensed to do business in the country.

Legal Basis: Sections 140–146, R.A. No. 11232

Requirements:

Must obtain a license from the SEC
Appoint a resident agent
Must not be engaged in businesses restricted to Filipino nationals under the Foreign Investment Negative List

Case Reference: Steelcase Inc. v. Design International Selections, G.R. No. 171995, April 18, 2012 – a foreign corporation cannot sue in Philippine courts without proper licensing.

6. Domestic Corporations
A domestic corporation is created under Philippine laws and registered with the SEC.

Legal Basis: Inferred from R.A. No. 11232 and applicable corporate jurisprudence.

Characteristics:

Majority of incorporators and board may be Filipinos (depending on industry)
Subject to local laws and taxes
Must comply with SEC reporting and compliance requirements

Note: A domestic corporation may be 100% foreign-owned in certain industries, except those covered by nationality restrictions.

7. Public vs. Private Corporations
Public Corporation:

Created by special law or charter
Performs government or public functions

Example: Government-owned and -controlled corporations (GOCCs) such as PhilHealth and Pag-IBIG Fund

Legal Basis: Administrative Code of 1987; Gonzales v. COMELEC, G.R. No. 27833, May 25, 1967

Private Corporation:

Created under R.A. No. 11232
Organized for private profit or benefit
May be stock or non-stock

8. Religious and Educational Corporations
Religious Corporations:

Can be either a corporation sole (usually a bishop or religious head) or a religious society

Legal Basis: Sections 159–170, R.A. No. 11232

Example: The Roman Catholic Archbishop of Manila is a corporation sole.

Case Reference: Roman Catholic Apostolic Adm. of Davao v. Land Registration Commission, G.R. No. L-8451, August 31, 1956

Educational Corporations:

May be stock or non-stock
Subject to CHED or DepEd regulations
Note: Non-stock educational institutions enjoy tax incentives under Section 4(3), Article XIV of the 1987 Constitution.

Governed by: R.A. No. 11232 and Education Laws (e.g., Higher Education Act of 1994)

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III. INCORPORATION & ORGANIZATION

1. Corporate Name and Purpose
Legal Basis: Section 17, R.A. No. 11232

SEC Memorandum Circular No. 13, Series of 2019 (Guidelines on Corporate and Partnership Names)

Characteristics:

A corporation must adopt a corporate name that is distinguishable from existing entities.
The name must not be contrary to law, morals, or public policy, and should not infringe trademarks or names already registered.
The primary purpose refers to the main business activity, while secondary purposes are other legitimate undertakings.

Example: The use of the word “bank” requires BSP clearance; “foundation” can only be used by non-stock, non-profit entities.

Case Law: Lyceum of the Philippines v. CA, G.R. No. 101897, March 5, 1993 – corporate names are protected under intellectual property and business laws.

2. Articles of Incorporation
Legal Basis: Section 13, R.A. No. 11232

Discussion:

The Articles of Incorporation (AOI) is a formal document signed by incorporators and submitted to the SEC. It includes:

Corporate name

Purpose(s)

Principal office address

Term of existence

Names, nationalities, and residences of incorporators

Capital structure

Original subscribers and their subscriptions

Amendments to the AOI must follow Section 15, requiring board approval and a vote of stockholders representing at least 2/3 of the outstanding capital stock.

3. By-laws
Legal Basis: Section 45, R.A. No. 11232

Discussion:

The by-laws are the internal rules governing the operation and management of the corporation.
Must be adopted within 1 month after incorporation.
Must be signed by stockholders holding a majority of the outstanding capital stock or by a majority of members for non-stock corporations.
Must cover matters such as:

Calling and conduct of meetings

Voting procedures

Duties of officers

Penalties for violations

Failure to file by-laws does not invalidate corporate existence but may result in administrative sanctions (SEC Opinion No. 21-03, 2021).

4. Minimum Number of Incorporators and Directors
Legal Basis: Sections 10, 12, R.A. No. 11232

Discussion:

Incorporators must now be natural persons, SEC-registered partnerships, associations, corporations, or trusts.
A corporation may have as few as 2 incorporators, except for One Person Corporations (OPC), which may have only one.
The board of directors must consist of at least 2 but not more than 15 members.

Case Reference: Gokongwei v. SEC, G.R. No. L-45911, April 11, 1979 – confirms the SEC’s supervisory authority over corporate structure.

5. Directors or Trustees: At Least 2 But Not More Than 15
Legal Basis: Section 12, R.A. No. 11232

Discussion:

Directors (stock corporations) or Trustees (non-stock) must:

Be elected annually by the stockholders or members

Own at least one share of stock (for directors)

The number must not exceed 15, and in no case less than 2.
Directors must act as a body, and not individually, per the doctrine of collective decision-making.

6. Term of Existence (Now Perpetual by Default)
Legal Basis:

Section 11, R.A. No. 11232

Discussion:

Unless otherwise specified in the Articles of Incorporation, a corporation now enjoys a perpetual term of existence by default.
Previously, the default was 50 years, renewable.
This applies retroactively to existing corporations unless they choose to retain a fixed term by amending their AOI.

Implication: This change encourages business continuity and removes the burden of renewal.

7. Corporate Registration with the SEC
Legal Basis:

Section 18, R.A. No. 11232

SEC Memorandum Circular No. 16, Series of 2019

Discussion:

A corporation officially acquires legal personality only upon issuance of a Certificate of Incorporation by the Securities and Exchange Commission (SEC).
The SEC examines the submitted documents for compliance with substantive and procedural requirements.

Case Law: People v. Tan Boon Kong, G.R. No. L-11838, April 20, 1917 – an entity cannot be considered a juridical person without registration.

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IV. CORPORATE POWERS & ATTRIBUTES

1. Express Powers
Legal Basis: Section 35, R.A. No. 11232

Description:

Express powers are those explicitly granted to a corporation by:
The Revised Corporation Code
The corporation’s Articles of Incorporation
Special laws or licenses

These powers include:

Suing and being sued
Adopting a corporate seal
Acquiring and disposing of property
Borrowing money
Entering into contracts
Declaring dividends

Jurisprudence:
Republic v. Acoje Mining Co., G.R. No. L-18062, August 31, 1963
— The Court emphasized that a corporation may only exercise powers conferred by law or its charter.

2. Implied Powers
Legal Basis: Section 35 (r), R.A. No. 11232

General principles of corporate law

Description:

Implied powers are those reasonably necessary or proper to carry out the corporation’s express powers and purposes, even if not specifically mentioned in law or charter.

Examples:

Hiring employees, purchasing supplies, leasing office space

Jurisprudence:
Republic v. Acoje Mining Co., supra
— Held that corporations can do what is necessary and incidental to their express powers.

Clark v. Philippine Airlines, G.R. No. L-23687, September 28, 1968
— The Supreme Court upheld acts reasonably necessary to the performance of express powers.

3. Incidental Powers
Legal Basis: Section 35 (r), R.A. No. 11232

“To exercise such other powers as may be essential or necessary to carry out its purpose or purposes as stated in the articles of incorporation.”

Description:

Incidental powers overlap with implied powers and refer to those essential to corporate operation, often derived from the nature of the business.

They include:

Retaining legal counsel
Opening bank accounts
Issuing receipts

Principle: A corporation may do what is fairly incidental to the conduct of its business unless explicitly prohibited by law.

Case Law: Often discussed together with implied powers in Acoje Mining and Clark, supra.

4. Ultra Vires Acts
Legal Basis: Section 44, R.A. No. 11232

“No corporation shall possess or exercise corporate powers other than those conferred by this Code or by its articles of incorporation and those incidental to such conferred powers.”

Description: An ultra vires act is a corporate act beyond the scope of its express, implied, or incidental powers.

Types and Legal Effect:
a. Illegal Ultra Vires Acts

– Void and cannot be ratified (e.g., acts prohibited by law)

b. Acts Beyond Authority but Not Illegal
– Voidable, may be ratified by stockholders or members

c. Acts Outside Usual Business but Within Purpose
– May be upheld if done in good faith and with ratification

Jurisprudence:
University of Mindanao, Inc. v. Bangko Sentral, G.R. No. 194964, February 27, 2017
— The Court explained that ultra vires acts cannot bind the corporation unless ratified by the governing body.

National Power Corp. v. CA, G.R. No. 112702, September 26, 1997
— Contracts entered into ultra vires without board authority are voidable unless ratified.

Summary Table

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V. MANAGEMENT & CONTROL

1. BOARD OF DIRECTORS / TRUSTEES
Legal Basis: Section 22, R.A. No. 11232; Section 23, R.A. No. 11232

a. Exercise Corporate Powers
A corporation’s powers are exercised, all business conducted, and all property controlled by its Board of Directors (stock) or Board of Trustees (non-stock).

Section 22, R.A. No. 11232:
“Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees.”

Case Law:
AF Realty & Development Inc. v. Dieselman Freight Services Co., G.R. No. 178981, February 29, 2012
— Corporate acts must be authorized by the board of directors to bind the corporation.

b. Elected by Stockholders or Members
The board is elected annually during the regular stockholders’ or members’ meeting.

Section 23, R.A. No. 11232:

Directors shall be elected by the stockholders holding a majority of the outstanding capital stock.

For non-stock corporations, members elect the trustees.

c. Fiduciary Duties: Duty of Care and Duty of Loyalty
The law and jurisprudence impose fiduciary duties upon directors and trustees:

Duty of Care – Must act in good faith and with diligence as a reasonably prudent person would.

Duty of Loyalty – Must act in the best interests of the corporation, avoiding conflicts of interest.

Case Law:
Gokongwei Jr. v. SEC, G.R. No. L-45911, April 11, 1979
— Corporate directors are fiduciaries and must act with utmost loyalty.

Stronghold Insurance Co. v. Cuenca, G.R. No. 199838, January 21, 2015
— Reaffirmed the fiduciary nature of directorship and imposed liability for breach of fiduciary duty.

d. Business Judgment Rule
The business judgment rule protects directors from liability for honest mistakes of judgment made [1] in good faith and [2] within their authority.

Courts will not interfere with the board’s decisions unless tainted with fraud, bad faith, or gross negligence.

Case Law:
Gamboa v. Teves, G.R. No. 176579, October 9, 2012
— The Court upheld the board’s autonomy in exercising discretion, absent evidence of bad faith.

Ong Yong v. Tiu, G.R. No. 160709, July 30, 2009
— Recognized the protection offered by the business judgment rule unless there is clear abuse of discretion.

2. CORPORATE OFFICERS
Legal Basis: Section 24, R.A. No. 11232; Section 25, R.A. No. 11232

a. President, Treasurer, Secretary, etc.
The law requires every corporation to have at least the following officers:

President – Must be a director

Treasurer – Need not be a director but must be a resident

Corporate Secretary – Must be a resident and citizen of the Philippines

Additional officers (e.g., VP, auditor, compliance officer) may be provided in the by-laws.

Section 24, R.A. No. 11232

b. Appointed by the Board
Officers are appointed annually by the Board of Directors, unless the by-laws state otherwise.

Section 25, R.A. No. 11232:
“Immediately after their election, the directors must formally organize by electing a president, treasurer, secretary, and such other officers as may be provided in the bylaws.”

c. Acts May Bind the Corporation If Within Authority
Corporate officers are considered agents of the corporation. Their acts bind the corporation only if:

Done within the scope of their authority
Done in good faith
Done in the ordinary course of business

Doctrine of Apparent Authority: If the officer’s conduct gives the impression of authority and third parties relied in good faith, the corporation may be held liable.

Case Law:
Lafarge Cement v. Continental Cement, G.R. No. 155173, February 23, 2005
— Acts of the corporate president bound the corporation under the doctrine of apparent authority.

Pedro v. Romasan Development Corp., G.R. No. 153544, June 28, 2005
— Clarified that without board authority or proper delegation, an officer’s unauthorized acts may not bind the corporation.

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VI. STOCKHOLDERS & MEMBERS

1. RIGHTS OF STOCKHOLDERS

Stockholders, as owners of a corporation, enjoy both economic and governance rights. These are recognized and protected under R.A. No. 11232.

a. Voting Rights
Legal Basis:Section 23, R.A. No. 11232

Stockholders are entitled to vote in the election of directors and on matters requiring stockholder approval (e.g., amendments to articles/by-laws, mergers, dissolution).
Voting may be in person, by proxy, or via remote communication, if allowed.

Case Law:
Lopez Realty v. Spouses Tanjangco, G.R. No. 146477, September 14, 2005
— The Supreme Court affirmed the principle that only qualified stockholders on record may exercise voting rights.

b. Right to Dividends
Legal Basis: Section 42, R.A. No. 11232

Stockholders are entitled to receive dividends (cash, property, or stock) if declared by the Board out of unrestricted retained earnings.
Dividends are discretionary, except when retained earnings exceed 100% of paid-in capital stock (unless justified).

Case Law:
Nielson & Co. v. Lepanto Consolidated Mining Co., G.R. No. L-21601, December 17, 1966
— A stockholder cannot demand dividends unless law or the corporation’s financials compel it.

c. Appraisal Right
Legal Basis: Section 80, R.A. No. 11232

A dissenting stockholder has the right to demand payment of the fair value of their shares in certain cases, such as:
- Amendment to reduce rights
- Merger/consolidation
- Sale of all assets
- Investment in another business

Case Law:
Alao v. CA, G.R. No. 113630, March 28, 2001
— The Court recognized appraisal as a protective right when stockholders disagree with fundamental changes.

d. Inspection Right
Legal Basis: Section 73, R.A. No. 11232

Stockholders have the right to inspect corporate books and records at reasonable times and for a legitimate purpose.

Includes minutes, financial statements, stock ledgers, etc.

Case Law:
Gokongwei v. SEC, G.R. No. L-45911, April 11, 1979
— Stockholder inspection rights are essential for transparency but must not be abused.

e. Right to Sue (Derivative Suits)
Legal Basis: Jurisprudence; not expressly codified in R.A. No. 11232

A derivative suit is filed by a stockholder on behalf of the corporation when:
The corporation itself refuses to sue
The injury is to the corporation, not the individual

Case Law:
Western Institute of Technology v. Salas, G.R. No. 113032, August 21, 1997
— Defined derivative suits as a remedy to prevent injustice when the corporation fails to act.

Lim v. Lim-Yu, G.R. No. 207107, March 19, 2014
— Laid down procedural requirements for filing derivative suits.

2. MEETINGS AND QUORUMS
Legal Basis: Sections 49–53, R.A. No. 11232

Stockholders’ and Members’ Meetings:
Annual Meeting: Held on a date fixed in by-laws (or any time in April if not specified).
Special Meetings: Called as needed.

Quorum:

Stock Corporation: Majority of outstanding capital stock
Non-stock Corporation: Majority of members entitled to vote

Case Law:
Tan v. Sycip, G.R. No. L-25537, January 29, 1979
— Held that notice and quorum requirements must be strictly complied with, else board actions may be voided.

Bitong v. Court of Appeals, G.R. No. 106984, January 26, 2000
— Defined "outstanding capital stock" as the basis for quorum computation.

3. VOTING TRUSTS AND AGREEMENTS

a. Voting Trust Agreements (VTA)
Legal Basis: Section 58, R.A. No. 11232

A voting trust agreement involves the transfer of voting rights to a trustee for a period not exceeding 5 years (or longer if required by loan terms).
Must be in writing and filed with the SEC and corporation.

Purpose: Typically used for control consolidation or creditor protection.

Case Law:
Monfort v. Monfort, G.R. No. L-12152, July 31, 1959
— A VTA is valid only if all legal requirements are met.

b. Voting Agreements

Unlike VTAs, voting agreements are private contracts between shareholders agreeing to vote as a bloc.
Not required to be filed with the SEC.

Case Law:
Villanueva, Corporate Law (2020 ed.) notes that voting agreements are permitted provided they are not contrary to public policy or the by-laws.

SUMMARY

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VII. CAPITAL STRUCTURE

Capital structure refers to the composition of a corporation’s equity—the amount and type of capital that stockholders contribute and how it is structured, issued, and managed.

1. Authorized, Subscribed, and Paid-up Capital
Legal Basis: Section 13, R.A. No. 11232

Authorized Capital Stock (ACS):
The maximum amount of capital that a corporation is allowed to raise through the issuance of shares, as stated in its Articles of Incorporation.

Subscribed Capital Stock:
The portion of the authorized capital that investors commit to purchase.

Paid-up Capital:
The actual amount paid by stockholders upon subscription.
As per SEC rules, 25% of the authorized capital stock must be subscribed, and at least 25% of that subscription must be paid, but not less than ₱5,000.

Case Law:
Agan v. Philippine International Air Terminals Co., Inc., G.R. No. 155001, May 5, 2003
— The Supreme Court highlighted that corporations must meet the minimum paid-up capital before incorporation is allowed.

2. Classes of Shares

a. Common and Preferred Shares
Legal Basis: Section 6, R.A. No. 11232

Common Shares:
Ordinary shares with voting rights and rights to dividends and assets upon liquidation.

Preferred Shares:
Have preferential rights over common shares, usually as to:

Dividends (fixed or cumulative)
Return of capital
Preferred shares may or may not have voting rights, depending on the Articles of Incorporation.

Case Law:
Gamboa v. Teves, G.R. No. 176579, October 9, 2012
— Clarified that control of corporations must rest with Filipino citizens holding voting common shares, not merely preferred shares.

b. Voting and Non-Voting Shares
Legal Basis: Section 6, R.A. No. 11232

Generally, each share entitles its holder to one vote.

Non-voting shares are allowed for:

Preferred shares
Redeemable shares
Treasury shares

However, non-voting shareholders may still vote on certain fundamental matters (e.g., amendments, mergers, dissolution).

Case Law:
Far East Realty v. CA, G.R. No. L-40330, March 29, 1976
— Voting rights must be expressly limited in the articles of incorporation; otherwise, they are presumed.

3. Issuance and Transfer of Shares
Legal Basis: Sections 61–63, R.A. No. 11232
Issuance:
Shares must be issued only for actual consideration (cash, property, or services).

Transfer:
Transfer of shares is valid between the parties upon execution, but binding on the corporation only upon recording in the stock and transfer book.

Section 62: "No transfer shall be valid… until the transfer is recorded in the books of the corporation."

Case Law:
Rural Bank of Salinas v. CA, G.R. No. 101737, March 6, 1992
— Emphasized that stock transfers are not binding on the corporation unless recorded.

4. Treasury Shares
Legal Basis: Section 9, R.A. No. 11232

Treasury shares are previously issued shares that have been reacquired by the corporation, but are not retired.
They do not have voting rights or rights to dividends.
May be reissued or sold at a later date.

Case Law:
Ponce v. Alsons Cement Corp., G.R. No. 156050, July 23, 2008
— Discussed the reacquisition of shares and the treatment of treasury shares, including the impact on stockholder rights and voting.

5. Watered Stocks
Legal Basis: Section 65, R.A. No. 11232
Watered stock is issued for a consideration less than its par or stated value, or for property/services valued more than they are actually worth.

Liability:
The director or officer who consents to such issuance, and the stockholder who agrees to receive watered stock, are solidarily liable for the difference in value.

Case Law:
Tan v. SEC, G.R. No. L-36453, October 3, 1985
— Held that directors who knowingly issue watered stock are personally liable for the deficiency.

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VIII. CORPORATE LIABILITIES & DOCTRINES

1. Doctrine of Piercing the Corporate Veil