Professional Documents
Culture Documents
CORPORATION LAW
Course Outline
Atty. Maria Zarah R. Villanueva-Castro
4-S and 4-B
I. INTRODUCTION
Historical Background of Phillippine Corporate Law
II. CONCEPT AND ATTRIBUTES OF A CORPORATION
A. Statutory definition of a corporation (Section 2, CC)
B. Attributes of a corporation
1. Artificial being
a. Doctrine of Corporate Entity
(i) residence and nationality
(ii) constitutional rights
(iii) criminal liability
(iv) right to recover moral damages
b. Doctrine of Piercing the Veil of Corporate Entity
(i) alter ego principle and instrumentality rule
(ii) probative factors of identity
2. Creature of Law (See constitutional limitations on the creation
of a private corporation, Article 12, Section 16, Constitution; Concession theory)
3. Right of Succession
4. Creature of Enumerated Powers, Attributes and Properties
a. Doctrine of limited capacities as compared to the Doctrine of general capacities)
b. Ultra vires doctrine
Classification of Private Corporations
1. stock and non-stock
2. domestic and foreign
V. CORPORATE POWERS
A. Doctrine of limited capacity; concept of ultra vires act (Sec. 45, CC)
B. Classes of corporate powers (express, implied and incidental)
C. Statutory powers of a corporation and the limitations on their exercise (Sec.
36, CC)
1. amendment of articles of incorporation (Sec. 16, CC)
2. extension/shortening of corporate term (Sec. 37, CC)
3. increase or decrease of capital stock (Sec. 38, CC)
4. incurrence, creation or increase of bonded indebtedness (Sec. 38, CC)
5. sale or disposition of assets (Sec. 40, CC)
6. acquisition of corporate shares (Sec. 41, CC) (See Trust Fund Doctrine)
7. investment of corporate funds (Sec. 42, CC)
8. declaration of dividends (Sec. 43, CC)
9. management contract (Sec. 44, CC)
10. adoption/amendment of By-laws
a. Concept, use and nature of by-laws
b. By-laws in relation to articles of incorporation
c. Adoption of by-laws (Sec. 46, CC); effect of non-filing within the
prescribed period
d. Contents of by-laws; requisites of a valid by-law provision
e. Amendment to by-laws (Sec. 48, CC)
f. By-laws in relation to third parties
11. merger and consolidation
CASES: Facilities Management vs. De la Osa, 89 SCRA 131; Home Insurance vs.
Eastern Shipping Lines, 123 SCRA 424; Mentholatum, Inc. vs. Mangaliman, 73 Phil
524; Eriks vs. CA, 267 SCRA 567; MR Holdings vs. Sheriff Bajar, April 11, 2002;
Hutchison Ports vs. SBMA, August 31, 2000; Antam Consolidated vs. CA, 143 SCRA
288; Mentholatum vs. Mangaliman, 72 Phil 524; Merrill Lynch Futures, Inc. vs. CA, 211
SCRA 824; Agilent Technologies Singapore vs. Integrated Silicon Technology
Philippines Corporation, G.R. No. 154618, April 14, 2004; Expertravel & Tours, Inc. vs.
Court of Appeals and Korean Airlines GR No. 152392, May 26, 2005; B. Van Zuiden vs.
GTVL, 28 May 2007
XVI. SEC JURISDICTION
A. Powers and functions of the SEC
B. Cases transferred to the RTC
CASES: Yujuico vs. Quiambao, 29 January 2006; Baviera vs. Paglinawan, 08 February
2007; SEC vs. Performance Foreign Exchange Corp., 20 July 2006