Corporation Law First Exam Notes: Title One General Provisions

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A corporation having alien stockholders is not entitled to the protection afforded by the due-process of law and equal protection of the laws clause of the Philippine.

False

A corporation is an artificial being created by operation of law.

True

A corporation exercises its powers through its Board of Directors or duly authorized officers and agents.

True

Stockholders are the owners of corporate properties or assets.

False

A corporation has unlimited powers, attributes, and properties.

False

Corporation Defined: A corporation is a natural being created by operation of law.

False

A corporation's personality is separate and distinct from the personality of the shareholders, regardless of the amount of shares of stock or interest of each shareholder in the corporation. (True/False)

True

The interest of the stockholders over the properties of the corporation is only inchoate. (True/False)

True

Artificial beings like corporations enjoy constitutional rights and the same protection the law grants to individuals. (True/False)

True

The right to object to an unlawful search and seizure belongs exclusively to the corporations, not to the corporate officers. (True/False)

True

A corporation can bring civil and criminal action in its name. (True/False)

True

The corporate officers can invoke the right of the corporation against unreasonable searches and seizures in their personal capacity. (True/False)

False

Corporations have their respective personalities, separate and distinct from the personality of the shareholders. (True/False)

True

The word 'person' includes aliens, and private corporations are considered 'persons' within the scope of certain guaranties. (True/False)

True

Upon dissolution, all charges and debts of the corporation are paid, and the remainder is divided by the stockholders. (True/False)

True

A corporation can be covered by specific tax exemptions. (True/False)

True

Study Notes

Corporation Definition and Characteristics

  • A corporation is an artificial being created by operation of law, not a natural being.
  • A corporation has a separate and distinct personality from its shareholders, regardless of the amount of shares or interest.
  • A corporation exercises its powers through its Board of Directors or duly authorized officers and agents.

Stockholders and Corporate Properties

  • Stockholders are the owners of corporate properties or assets.
  • The interest of the stockholders over the properties of the corporation is only inchoate.

Constitutional Rights and Protection

  • Artificial beings like corporations do not enjoy the same constitutional rights and protection as individuals.
  • A corporation is not entitled to the protection afforded by the due-process of law and equal protection of the laws clause of the Philippine Constitution if it has alien stockholders.

Corporate Actions and Rights

  • A corporation can bring civil and criminal action in its own name.
  • The corporate officers cannot invoke the right of the corporation against unreasonable searches and seizures in their personal capacity.
  • The right to object to an unlawful search and seizure belongs exclusively to the corporation, not to the corporate officers.

Corporate Personality and Dissolution

  • Corporations have their respective personalities, separate and distinct from the personality of the shareholders.
  • Upon dissolution, all charges and debts of the corporation are paid, and the remainder is divided by the stockholders.

Taxation

  • A corporation can be covered by specific tax exemptions.

Prepare for your Corporation Law first exam with comprehensive notes on Title One General Provisions, Definitions, and Classification, including the Joaquin Natividad Doctrine. Understand the definition of a corporation as an artificial being created by operation of law.

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