Professional Documents
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(1) De jure corporation, one which has been regularly created in compliance
with all legal requirements and the right of which to exercise a corporate
franchise is invulnerable against attack by the state in quo warranto
proceedings. (2) De facto corporation, one organized as a corporation but
lacking in compliance with certain requirements, now governed by Section
20 of the Corporation Code, infra.. (3) Corporation by estoppel, one in which
the parties in a given transaction are estopped to deny corporate existence
to protect innocent third persons, now governed by Section 21 of this
Corporation Code, infra..(4) Corporation by prescription, one which, without
formal incorporation, has claimed to be a corporation, exercising corporate
powers for a long period of time, with the tolerance of the State, example of
which is the Roman Catholic Church. (5) Corporation aggregate, one
composed of several natural persons. (6) Corporation sole, which exists
when a religious elder or leader incorporates himself to manage the
properties of his Church, governed by Sections 110 to 115 of this
Corporation Code, infra. (7) Eleemosynary corporation, one organized for
public charity. (8) Civil corporation, one organized on matters or for
purposes other than religious or ecclesiastical. (9) Religious corporations,
those organized for ecclesiastical or religious purposes. (10) Close
corporation, which have either of two meanings: (a) one in which the stock
is held in few hands, or in few families and wherein it is not at all, or only
rarely, dealt in; (b) one where vacancies in the board of directors are filled
only by the remaining members of the board. (11) Open corporation, one
which may have either of two meanings: (a) one where the stock is available
for subscription or purchase by any person; or (b) one where the members
of the board are elected or the vacancies thereof are filled by the
stockholders. (12) Domestic corporation, one organized according to the
laws of a particular State. (13) Foreign corporation, one organized in one
State and licensed to do business in another State. (14) Subsidiary
corporation, one the stocks of which are controlled by another corporation
known as a parent or holding corporation. (15) Condominium corporation,
one which may be stock or non- stock organized by owners of definite
portions of a building for effective management thereof.
(1) require greater than majority vote for shareholder and director action;
(2) give certain shareholders or group of shareholders power to select a
specified number of directors; (3) give to the shazjho1ders control over the
selection and retention )f employees; and (4) set up a procedure for
settlement of disputes by arbitration. (Aurbach us. Sanitary Wares Mfg.
Corp., G.R. ,NO.75875, Dec. 15, 1989). The legal concept of a joint venture
is of common law origin. It has no precise definition but it has been
generally understood to mean an organization formed for some temporary
purpose. It is hardly distinguishable from the partnership, since their
elements are similar -community of interest in the business, sharing of
profits and losses, and a mutual right of control.