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Code of Commerce Articles 151 to 159 of the Spanish Code of Commerce of 1885

Benguet Consolidated Mining Co. v. Pineda, 98 Phil. 711 (1956 ). The entity was then known as
"sociedades anonimas" and not as "corporations".

PROHIBITION AGAINST EXTENSION OF CORPORATE EXISTENCE BY AMENDMENT


OF THE ORIGINAL ARTICLES, APPLICABLE TO "SOCIEDADES ANONIMAS,"- The prohibition
contained in section 18 of Act No. 1459, against extending the period of corporate existence by
amendment articles, was intended to apply, and does apply to sociedades anonimas, already
formed, organized and existing, at the time of the effectivity of the Corporation Law (Act 1459)
PROHIBITION VALID AND IMPAIRS NO VESTED RIGHT- The aforesaid statutory
prohibition is valid and impairs no vested rights or constitutional inhibition where no agreement to
extend the original period of corporate life was perfected before the enactment of the Corporation
Law.
WHEN "SOCIEDAD ANONIMAS", MAY NOT CLAIM TO REFORM INTO CORPORATION
UNDER SECTION 75 OF THE ACT.--A socieciad anonima, existing before the Corporation Law, that
continues to do business as such for a reasonable time after its enactment, is deemed to have made
its election and may not sub-sequently claim to reform into a corporation under section 75 of Act No.
1459. Particularly should this be the case where it has asserted its privileges as such sociedad
anOnima before invoking its alleged right to reform into a corporation.

Corporation Law (Act No. 1459) - It had some 27 piecemeal amendments during the Act's 74
year history. It rapidly became obsolete and antiquated and not adapted to the changing times in
the business and industrial world. Benguet, supra.

Harden v. Benguet Consolidated Mining Co., 58 Phil. 141 (1933).

CORPORATIONS ; MINING CORPORATION ; PROHIBITION AGAINST OWWNG


INTEREST IN OTHER MINING CORPORATION ; RIGHT OF ACTION
Inasmuch as the Corporation Law contains, in section 190 (A), provisions fully penalizing the
violation of subsection 6 of section 13 of Act no 1459 - which prohibits the acquisition by one mining
corporation of any interest in another and in as much as these provisions have been enacted in the
exercise of the general police powers of the government , it results that, where one mining
corporation acquires a prohibited interest in another such corporation, the shareholders of the latter
cannot maintain an action to annul the contract by which such interest was acquired. The remedy
must be sought in a criminal proceeding or quo warranto action, under section 190 (A), instituted by
the government. Until thus assailed in a direct proceeding the contract by which the interest was
acquired will be treated as valid, as between the parties.

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