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<SUBSCRIBED STOCK WILL FORM PART OF OUTSTANDING STOCK WHETHER FULLY PAID OR
NOT>
Charter – contract bet. Govt and the Corp; it can be amended by the govt and stockholders with
majority vote. ****; charter can be ratified by stockholders with 2/3 votes or by the majority of
the board ****
CAN REGISTRATION BE CANCEL IN A BASIS THAT THE COMPANY IS NOT OPERATING FOR
5 YEARS? ----YES
CAN REGISTRATION BE CANCEL IN A BASIS OF APPARENT LOSSES? ---- NO
Closed Corporation
-The stockholders are also the BOD the directly manage the corporation; requires
provision in the by laws
- Quorum is the minimum of member present (1/2 + 1)
- NOT MORE THAN 20 MEMBERS
- PWEDE BANG 5 LANG STOCKHOLDERS AND WALA NG DIRECTORS? BASTA STATED SA
BY LAWS PWEDE YON =)
Non-stock corporation
-Members
- BOD = BOARD OF TRUSTEE
- atleast 2 members must be resident
IS CITEZENSHIP REQUIRED? ---- NO, EXCEPT IN BUSINESS THAT ARE RESERVED ONLY TO
FILIPINOS, MUST BE 60% OWNED BY PH CITIZENS
HOW DO YOU ELECT MEMBER OF THE BOARD?
- STOCKHOLDERS ELECT IN A MEETING
- 1 SHARE / 1 MEMBERSHIP CERT. = AS MANY VOTE AS MANY POSITION TO BE
FILLED
EXAMPLE : 15 positions need to be filled, so you have 15 votes, you can give it 1 per
member or give all 15 votes to one member. Concentrating all your votes to 1 candidate is
called CUMULATIVE VOTING <THIS IS ALLOWED>
CAN YOU DENY PRE EMPTION TO STOCKHOLDERS? ---- IF PROVIDED IN THE ARTICLES,
THEN YES.
Treasury Shares – converted into asset; can be reissued or retired; only upon SEC’s approval
Can you incorporate with a minimum of 5 members if you are cooperative? –NO. IT
MUST BE 15
Register in Cooperative Devt Authority
BOD – 5 to 15; Majority should be citizen of PH; no nationality required unless you go
with PH line of business
Reason to form cooperatives? Not for profit
Kinds of coop
1. Electric coop
2. Agrarian reform coop
3. Transport coop
4. Cooperative bank
5. Consumer – grocery
6. Multi-purpose
7. Credit coop
8. Marketing
9. Service - can be in many form
10. Producers coop- joint production of agri products
11. Water service
12. Fishermen
13. Other
<CAN WE CREATE COOPERATIVE FOR ELECTION? NO!!! POLITICAL PARTY YON NOT COOP>
<Can there be coop made up of minors? YES!!!, Called laboratory coop; legal age members
are not required>
<can employees of the CDA be members of coop? general rule: no, but can they form coop
inside CDA>
<can a member withdraw from coop? Discouraged. It cannot be made if there are liabilities to
be covered by capital contributions and the withdrawal will diminish the asset>
<liability of the member is limited only up to the contribution; like limited partner and
stockholders; NO PERSONAL LIABILITY>
Tender offer – blind invitation to all stockholders to sell their shares or offer to buy; if you’re
going to buy at least 15% of a class of shares of a corp listed or corp of at least 200
stockholders or asset of more than 20M PHP, YOU HAVE TO REGISTER SA SEC.
<can investor borrow money and invest it in stock exchange? BSP limits borrowing for that
purpose>
<PARTNERSHIP>
T OR F
-If the partners want to give to the charity the profits of partnership, would you advice them
to form coop instead? ---- NOT NECESSARILY
<can sole proprietorship buy property under sole proprietorship name? ----NO. KASE WALA
SYANG JURIDICAL PERSONALITY, so under lang sa name nung tao>
<QUESTION>
SIBLINGS INHERITED APARTMENT, INSTEAD OF CO OWN LANG NAG FORM SILANG
PARTNERSHIP, USAPAN KUKUNIN LANG YUNG RENTALS. IS THAT LEGAL? ---- IT DEPENDS!!!! IF
ONLY IT IS USED FOR TAX EVASION THEN IT BECOME ILLEGAL.
<PARTNERSHIP REGISTRATION TO SEC IS OPTIONAL, UPTO CAPITAL OF 3K>
<QUESTION>
<You are a lot owner and a company approached you to build building sa lot. You agreed.
Does this create a particular form of partnership? ---- IT DEPENDS... >
< Partnership borrowed money from bank then it cannot pay na. Are partners liable? ---- YES!
JOINTLY!! Kase arises from contract >
< Liability arises from quasi-delict of a partner doing business purpose – personal obligation
yon ng guilty partner, if he cannot pay then it will become liability of partners SOLIDARILY!!!>
< A partner do illegal act in the name of the partnership, the victims are running after the
remaining partners. Are the other partners liable? --- IT DEPENDS. if they have the knowledge
of the illegal act >
<SECRET PARTNERSHIP (def.) – partners doesn’t know each other and the objectives are
secret>
<IF YOU ARE A UNIVERSAL PARTNER CAN YOU CONTRIBUTE YOUR FUTURE PROPERTY? ----
YES. But not future inheritance or donated property>
<IS IT REQUIRED THAT THE PARTNERS ARE ODD NUMBER? ----- NO. >
<IF YOU’RE A CAPITALIST PARTNER CAN YOU APPOINT SUBSTITUTE PARTNER? ----- IT
DEPENDS. Whether other agreed>
<IS IT TRUE THAT THE INDUSTRIAL PARNERS’ SHARE IN PROFITS MUST BE FIRST SATISFIED
BEFORE CAPITALIST PARTNERS? ---- YES>
<IF THE INDUSTRIAL PARTNER TAKES CONTRACT TO HIMSELF INSTEAD OF GIVING IT TO THE
PARTNERSHIP AND HIS DEFENSE IS THAT HE IS ALLOWED TO ENGAGE IN BUSINESS AFTER THE
PARTNERSHIP. IS IT RIGHT? – YES. Only if no damaged is done to the partnership.>
<if you’re newly admitted partner you are liable to the preexisting debt of the partnership
but there can be stipulation to the contrary>
<if your name does not appear on the partnership name does it mean that you’re not a
partner? ----IT DOES NOT FOLLOW>
<if the partnership is dissolved can the remaining partner continue the partnership? ----YES>
<LIMITED PARTNER CANNOT CONTRIBUTE SERVICES.>