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I3 AM SAD
1. Incurring bond indebtedness (bonds payable)
2. Investment of corporate funds in another corporation or business
purpose other than those stated in the Articles
3. Increase or decrease in capital stock
4. Amendment of the Articles of Incorporation
5. Merger or Consolidation
6. Sale, disposition, conveyance, pledge or mortgage of all or
substantially all corporate property or assets
7. Adoption and amendment of by-laws
8. Dissolution of corporation
GRRADE
Required Vote
1. Granting of compensation to directors ⠀ Majority of OCS
2. Removal of a director ⠀ 2/3 of OCS
3. Ratification of disloyalty of a director ⠀ 2/3 of OCS
4. Approval of management contract ⠀ Majority Mng & Mgd
5. Distribution of stock dividends ⠀ Majority BOD, 2/3 OCS
6. Election of board of directors ⠀ Plurality vote
Entities NOT ALLOWED to issue
NO-PAR COMMON STOCK
BP 68 RA 11232
BLTBPI + PO
I COME BSP
1. Insurance companies
2. Corporations vested with public interest
3. Oil companies
4. Mining companies
5. Educational institutions
6. Banks
7. Stock exchange
8. Public utilities
Matters the Executive Committee
CANNOT ACT UPON
through majority vote of its members
FA3D
AIM-CSC
1. Amendment to the Articles that has the effect of changing,
restricting the rights of shareholders, or authorizing preference over
those outstanding shares
2. Investment of corporate funds in another corporation other than the
primary purpose
3. Merger or consolidation
4. Changing the corporate term
5. Sale, encumber, pledge, mortgage or other disposition of all or
substantially all of the corporate property or assets
6. In Close corporations, upon the desire of the stockholder to sell his
share to the corporation
MATTERS USUALLY FOUND IN THE
Articles of Incorporation By-Laws ONLY
NOT PAID MOPPED IQ
1. Name of the corporation * 1. Meetings (time, place, manner
of calling, conducting, for
2. Principal Office
directors, for stockholders etc.)
3. Term of existence *
2. Other matters (catch-all)
4. Purpose clause (primary &
3. Proxies
secondary) *
4. Penalties
5. Authorized stock, no. of shares,
par value, issue price of no-par 5. Elections (time, manner, term of
office)
6. Incorporators (name, nationality,
and residence) 6. Duties, qualifications, and
compensation of directors
7. Directors (number, names,
nationality, and residence) 7. Issuance of stock certificates
8. Quorum
The following must be found in the
Articles of Incorporation ONLY
1. Classification of shares
2. Provisions for founder’s shares
3. Provisions for redeemable shares
4. Capitalization of stock corporations
5. Denial of pre-emptive right
6. Nos. 1, 3, 4, above ***
EITHER IN the Articles of Incorporation OR Bylaws
1. Cumulative voting provision for nonstock corporations
2. Higher quorum for board meetings
3. Limiting, broadening, or denial of the right to vote
4. Transferability of membership in a nonstock corporation
5. Termination of membership in a nonstock corporation
6. Election (manner, term) in a nonstock corporation
7. Manner of distribution of assets in nonstock corporations upon
dissolution
8. Staggered board provision
PERSONAL/EQUITABLE DEFENSES
AVAILABLE AGAINST A
PASSIVE INCOME ON
INDIVIDUALS
DC/RFC NRFC
Interest on currency bank deposit 20% 30%
Yield or any other monetary benefit from deposit
substitutes and trust funds or similar arrangements 20% 30%
Royalties 20% 30%
Interest from a depositary bank under Ex-FCUD 7.5% RFC Exempt
15% DC
INTERCORPORATE DIVIDENDS
SPECIAL CORPORATIONS
TAXABILITY OF GOCCs
GENERAL RULE:
All GOCCs are taxable like any other corporation
EXCEPTIONS:
GSIS, SSS, PHIC, PDIC and LOCAL WATER DISTRICT
FRINGE BENEFITS TAX
BIR FORM
Quarterly ITR
1701Q Filed in DUPLICATE Copies
BIR FORM
Annual ITR
1701 Filed in DUPLICATE Copies
COMMON REMEDIES
COMPROMISE ABATEMENT
Financial incapacity* 10%
Other cases 40% 0%
*with waiver of Bank Secrecy Tax is totally obliterated or cancelled
GROUNDS GROUNDS
✽Reasonable doubt as to the validity ✽Tax is excessively or unjustly
of the claim assessed
✽Clear inability of taxpayer to pay ✽Cost > Benefits
✽Payment appears to be erroneous