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Revised Corporation Code - Chapter 1

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General Provisions

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Revised Corporation Code - Chapter 1
 

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Revised Corporation Code - Chapter 1Online version

General Provisions

by Sandra
1

properties attributes by artificial its being incidental powers by right law operation law of existenc and authorized expressly of succession to or created

A corporation is an , having the and the , ,

2

shares shares to Stock distribute corporations surplus capital divided dividends allotments held nonstock stock corporations nonstock shares authorized stock into profits

Corporations formed or organized under this Code may be or corporations . are those which have and are to the holders of such , , or of the on the basis of the . All other corporations are .

3

primarily special provisions creating charter supplemented them law

Corporations created by special laws or charters shall be governed by the provisions of the or or applicable to them , by the of this Code , insofar as they are applicable .

4

forming shareholders of a corporation incorporation in compose stockholders articles originally corporation members members mentioned stockholders composing the signatories the

Corporators are those who , whether as or in a stock corporation or as a in a nonstock corporations . Incorporators are those or as and and who are thereof .

5

funds value corresponding corporations stock articles pledge Amendment Adoption respects voting incorporations value preferences insurance restrictions privileges preneed Investment banks bylaws Increase decrease liable all substantially articles amendment value liquidation loan Preferred series redeemable public par other authorized Merger share Incurring disposition consolidation of Dissolution conditions preferred stated companies associations all stated of terms trust indebtedness of incorporation equal building Sale utilities increasing Each Five dividends in capital all voting corporate paid fully rights capital class rights bonded other par nonassessable creating mortgage shares lease rights articles echange incorporation complete

The classification of shares , their , , , and their par , if any , must be indicated in the . shall be to every other share , except as otherwise provided in the . Each share shall be equal in all respects to every other share , except as otherwise provided in the articles of incorporation and in the certificate of stock .

The share stock corporations may be divided into classes or series of shares , or both . No share may be deprived of voting rights except those classified and issued as " " or " " shares , unless otherwise provided in this Code : Provided , That there shall be a or of shares with .

Holders of nonvoting shares shall nevertheless be entitled to vote on the following matters ;

( a ) of the of ;

( b ) and of ;

( c ) , , , , , or of or of the corporate property ;

( d ) , , or ;

( e ) or of ;

( f ) or of the corporation with another corporation or other corporations ;

( g ) in another corporation or business in accordance with this Code ; and

( h ) of the corporation .

Except as provided in the immediately preceding paragraph , the vote required under this Code to approve a particular corporate act shall be deemed to refer only to stocks with .

The shares or series of shares may or may not have a : Provided , That , , , and , , and , and authorized to obtain or access funds from the public whether publicly listed or not , shall not be permitted to issue no - par value shares of stock .

of stock issued by a corporation may be given preference in the distribution of dividends and in the distribution of corporate assets in case of , or such other : Provided , That preferred shares of stock may be issued only with a . The board of directors , where authorized in the articles of incorporation , may fix the and of preferred shares of stock or any series thereof : Provided , further , That such terms and conditions shall be effective upon filing of a certificate thereof with the Securities and Exchange Commission , hereinafter referred to as the " Commission " .

Shares of capital stock issued without par value shall be deemed and and the holder of such shares shall not be to the corporation or to its creditors in respect thereto : Provided , That no - par value shares must be issued for a consideration of at least pesos ( ? 5 . 00 ) per share : Provided , further , That the entire consideration received by the corporation for its no - par value shares shall be treated as and shall not be available for distribution as .

A corporation may further classify its shares for the purpose of ensuring compliance with constitutional or legal requirements .

6

Anti incorporation Act 7042 date Foreign rights Investments of Dummy Investments privileges Act Foreign 5 five of be vote of 108 1991 Law directors 1991 voted

Founders' shares may be given certain and not enjoyed by the owners of other stock . Where the exclusive right to and for in the election of is granted , it must be for a limited period not to exceed ( ) years from the : Provided , That such exclusive right shall not be allowed if its exercise will violate Commonwealth Act No . , otherwise known as the " - " ; Republic Act No . , otherwise known as the " " ; and otherwise known as " " ; and other pertinent laws .

7

retained expressly unrestricted of period regardless articles existence of expiration of the fixed earnings incorporation

Redeemable shares may be issued by the corporation when provided in the . They are shares which may be purchased by the corporation . They are shares which may be purchased by the corporation from the holders of such shares upon the of a , in the books of the corporation , and upon such other terms and conditions stated in the articles of incorporation and the certificate of stock representing the shares , subject to rules and regulations issued by the Commission .

8

means reacquired fully of paid issued lawful reasonable directors other donation board disposed price purchase redemption

Treasury shares are shares of stock which have been and for , but subsequently by the issuing corporation through , , , or some . Such shares may again be of for a fixed by the .

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