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Questions and Answers
A corporation is a natural being created by operation of law.
A corporation is a natural being created by operation of law.
False (B)
Stock corporations are those which are authorized to distribute profits to the holders of shares.
Stock corporations are those which are authorized to distribute profits to the holders of shares.
True (A)
Nonstock corporations have capital stock divided into shares.
Nonstock corporations have capital stock divided into shares.
False (B)
Corporations created by special laws are governed only by the provisions of this Code.
Corporations created by special laws are governed only by the provisions of this Code.
The Revised Corporation Code of the Philippines is known as the 'New Corporation Code of the Philippines'.
The Revised Corporation Code of the Philippines is known as the 'New Corporation Code of the Philippines'.
All incorporators are stockholders or members of a corporation.
All incorporators are stockholders or members of a corporation.
The articles of incorporation must indicate the classification of shares and their par value, if any.
The articles of incorporation must indicate the classification of shares and their par value, if any.
Nonvoting shares are entitled to voting rights in all matters concerning the corporation.
Nonvoting shares are entitled to voting rights in all matters concerning the corporation.
Stock corporations cannot issue no-par value shares according to the Code.
Stock corporations cannot issue no-par value shares according to the Code.
Preferred shares always have preference in the distribution of dividends and assets during liquidation.
Preferred shares always have preference in the distribution of dividends and assets during liquidation.
Flashcards
Stock Corporation
Stock Corporation
A corporation authorized to distribute profits to shareholders.
Nonstock Corporation
Nonstock Corporation
A corporation that doesn't distribute profits to shareholders.
Articles of Incorporation
Articles of Incorporation
Document outlining share classification and par value (if applicable).
Par Value of Shares
Par Value of Shares
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Nonvoting Shares
Nonvoting Shares
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Preferred Shares
Preferred Shares
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Revised Corporation Code
Revised Corporation Code
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Incorporators and Stockholders
Incorporators and Stockholders
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No-par value shares
No-par value shares
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Corporation (Nature)
Corporation (Nature)
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Study Notes
Definitions and Classifications
- The Revised Corporation Code of the Philippines is the title of this Code.
- A corporation is an artificial being created by operation of law, with the right of succession and powers, attributes, and properties authorized by law.
- Corporations may be stock or nonstock corporations.
- Stock corporations have capital stock divided into shares, with dividends or allotments of surplus profits distributed to shareholders based on shares held.
- Nonstock corporations do not have capital stock divided into shares.
Corporation Creation and Governance
- Corporations created by special laws or charters are primarily governed by those laws or charters, supplemented by this Code.
- Corporators are those who compose a corporation, including stockholders or shareholders in a stock corporation or members in a nonstock corporation.
- Incorporators are the original stockholders or members who formed and composed the corporation, mentioned in the articles of incorporation.
Shares and Classifications
- The classification of shares, their rights, privileges, or restrictions, and their stated par value must be indicated in the articles of incorporation.
- Each share is equal in all respects, except as provided in the articles of incorporation and certificate of stock.
- Shares in stock corporations can be divided into classes or series of shares, or both, but no share can be deprived of voting rights except preferred or redeemable shares.
- Holders of nonvoting shares have limited voting rights, including amendments to articles of incorporation, bylaws, and certain corporate actions.
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