Corporation Law Course Syllabus
(Complete)
Corporation by Estoppel
Part I General Provisions
1. Control test
2. Grandfather rule
A. Corporation, defined (Sec. 2)
Case:
a. Tayag v. Benguet
Consolidated, 26 SCRA 242
b. Torres v. Court of Appeals,
278 SCRA 793
c. Philippine Stock Exchange,
Inc. v. Court of Appeals, 281 SCRA 232
1. Art. XII Section 16, 1987 Philippine
Constitution
Case:
a. Feliciano v. COA, GR No. 147402,
January 14, 2004
2. Attributes of a Corporation
3. Similarities and Distinctions
between Contract of Partnership and
Corporations
4. Corporations Created by Special
Laws or Charter
Cases:
a. National Coal Co. v. Collector of Internal
Revenue, 46 Phil. 583
b. Marilao Water Consumers Association, Inc.
v. IAC, 201 SCRA 437
B. Classification of corporations
1.
2.
3.
4.
5.
6.
Under the Corporation Code (Sec. 3)
Sole and Aggregate
Ecclesiastic and Lay
Eleemosynary and Civil
Domestic and Foreign
De jure and de facto corporations
6.1 Requisite of De Facto Corporation
6.2 Quo Warranto
Cases:
a. Sawadjaan v. Court of Appeals, G.R.
No. 141735, June 8, 2005
7. Close and Open Corporation
8. Parent, Subsidiary, and Affiliated
9. Private and Public
10. Corporation by Prescription and
C. Nationality of corporations
Case:
a. Wilson Gamboa v. Sec. Margarito
Teves, GR NO. 176579, June 28, 2011
D. Corporations created by special
laws (Sec. 4)
E. Corporators and incorporators,
stockholders and members (Sec. 5)
F. Corporate juridical personality
1. Doctrine of separate juridical
personality (or Doctrine of Corporate Entity
Case:
a. Cease v. CA, GR NO. 33172,
October 18, 1979
2. Doctrine of piercing the corporate
veil
a) Grounds for application of doctrine
b) Test in determining applicability
Cases:
a. CIR v. Norton and Harrison
Company, G.R. No. 17618, August 31, 1964
b. McLeod v. NLRC, GR No. 146667,
January 23, 2007
c. De Asis and Co. v. Court of Appeals,
GR No. L61549, May 27, 1985
d. Martinez v. Court of Appeals, GR
NO. 131673,
September 10, 2004
e. Solidbank Corporation v. Mindanao
Ferroalloy
Corporation,, GR No. 153535,
July 28, 2005
f. Yamamoto v. Nishino Leather
Industries, Inc.,
GR No. 150283, April 16,
2008
g. ASJ Corporation v. Sps. Evangelista,
GR NO.
158086, February 14, 2008
3. Entitlement to constitutional rights
a) Due process
Case:
a. Albert v. University Publishing, Inc.
G.R. No.
10118, June 16, 1965)
b) Equal protection of the law
c) Protection against unreasonable
searches and seizure
4. Entitlement to Moral Damages
Case:
a. ABS-CBN v. Court of Appeals, GR
NO. 128690, January 21, 1999
b. Coastal Pacific Trading, Inc. v. Sothern
Rolling Mills, Co., Inc., July 28, 2006
5. Libel
Case:
a. Filipinas Broadcasting v. Ago Medical
Center, GR No. 141994, January 17, 2005
6. Liability for torts
Case:
a. PNB v. CA, GR NO. 27155, May 18,
1978
7. Doctrine of Corporate Negligence
Case:
a. Professional Services Inc., v. Court of
Appeals, G.R. No. 126297, Feb. 2, 2010
8. Liability for crime
G. Classification of Shares (Sec. 6)
1.
2.
3.
4.
5.
6.
7.
8.
9.
Par value or no par value
Voting or non-voting
Common or preferred
Promotion share
Share in escrow
Convertible stock
Founders share (Sec. 7)
Redeemable share (Sec. 8)
Treasury share (Sec. 9)
1. Capital stock (distinguish from
capital)
2. Authorized capital stock
3. Subscribed capital stock
4. Outstanding capital stock
5. Paid-up capital stock
6. Unissued capital stock
7. Legal capital (distinguish from
capital stock)
8. Par value
9. Certificate of stock
Case:
a. Kukan International Corp. v. Reyes,
G.R No.
182729, Sept. 29, 2010
B. Theory on Multiple Corporate
Personalities
C. Minimum capital stock and
subscription requirements
1. Incorporation and organization
a. Promoter
a.1) Liability of promoter
a.2b) Liability of corporation for promoters
contracts
2. Subscription contract
Case:
a. Jaka Investments Corp. v. CIR, GR No.
147629, July 28, 2010
b. Ong Yong v. Tiu, GR No. 144476, April 8,
2003
3. Pre-incorporation subscription agreements
4. Consideration for stocks
5. Filipino ownership requirement based on
specific constitutional and legal grounds
D. Corporate term (Sec. 11)
1. Doctrine of Relation (Relating Back
Doctrine)
Case:
Part II Incorporation and Organization
of Private Corporations
a. Alhambra Cigar & Cigarette
Manufacturing Company, Inc. v. SEC, GR No.
L-23606, July 29, 1968
b. PNB v. CA, GR No. 63201, May 27, 1992
A. Number and qualifications of
incorporators (Sec. 10)
E. Articles of incorporation (Sec. 14)
1. Contents
2. Non-amendable items
3. Doctrine of substantial
compliance
F. Ground for rejection (Sec. 17)
E. Disqualification of directors,
trustees or officers (Sec. 27)
F. Removal of directors or trustees
(Sec. 28)
G. Corporate name (Sec. 18)
H. Commencement of corporate
existence (Sec. 19)
1. Genossenschaft Theory
2. Theory on concession
3. Theory of Corporate Enterprise or
Economic Unit
G. Vacancies in the office of director or
trustee (Sec. 29)
Case:
a. Valle Verde Country Club, Inc. v. Africa,
G.R. No. 151969, September 4, 2009
b. Tan v. Sycip, G.R. No. 153468, August 17,
2006
H. Compensation of directors (Sec. 30)
I. De facto corporation (Sec. 20)
1. Differences between de jure, de
facto and corporation by estoppels
Case:
a. Seventh Day Adventist Conference Church
of Southern Philippines, Inc. v. Northeastern
Mindanao Mission of Seventh Day Adventist,
Inc. GR No. 150416, July 21, 2006
I. Liability of directors, trustees or
officers (Sec. 31)
1. Corporate opportunity
doctrine
J. Dealings of directors, trustees or
officers with the corporation (Sec. 32)
K. Contracts between corporations
with interlocking directors (Sec. 33)
J. Corporation by estoppel (Sec. 21)
L. Disloyalty of a director (Sec. 34)
K. Non-use of corporate charter (Sec.
22)
M. Executive committee (Sec. 35)
O. Business Judgment Rule
Part III Board of
Directors/Trustees/Officers
A. The Board of Directors of Trustees
(Sec. 23)
1. Fiduciary duties
Case:
Saber v. Court of Appeals, G.R. No.
132981, August 31, 2004
Part IV Powers of Corporations
B. Election of directors or trustees
(Sec. 24)
1. Methods of voting
a. Straight voting
b. Cumulative voting
2. In a non-stock corporation
C. Corporate officers, quorum (Sec.
25)
Case:
a. Matling Industrial and Commercial Coorp.
V. Coros, G.R. No. 157802, October 13, 2010
D. Report of election (Sec. 26)
A. Classification of powers
1. Express powers
2. Implied powers
3. Incidental or inherent powers
Case:
a. Cebu Bionic Builders Supply, Inc. v. DBP,
GR No. 154366, November 17, 2010
b. Shipside Incorporated v. CA, GR No.
143377, February 20, 2001
B. Corporate powers and capacity
(Sec. 36)
1. General powers, theory of general
capacity
2. Specific powers, theory of specific
capacity
a) Power to extend or shorten corporate term
(Sec. 37)
a.1) Appraisal right of dissenting
stockholders
b) Power to increase or decrease capital
stock or incur, create, increase bonded
indebtedness (Sec. 38)
b.1) Limitation
b.2) Necessity
c) Power to deny pre-emptive rights (Sec. 39)
c.1) As to treasury shares
d) Power to sell or dispose of corporate
assets (Sec. 40)
d.1) Appraisal right of dissenting
stockholder
e) Power to acquire own shares (Sec. 41)
e.1) Conditions for the exercise of the
power
e.2) Trust fund doctrine
f) Power to invest corporate funds in another
corporation or business (Sec. 42)
g) Power to declare dividends (Sec. 43)
g.1) Concept of dividends
(distinguished from profits)
g.2) Classes of dividends
g.3) Unrestricted retained earnings
h) Power to enter into management contract
(Sec. 44)
i) Ultra vires acts (Sec. 45)
(i) Applicability of ultra vires doctrine
(ii) Consequences of ultra vires acts
Cases:
a. Zomer Development Company, Inc. v.
International Exchange Bank, GR No.
150694, March 13, 2009
b. Republic v. Acoje Mining, Inc. GR No. L18062, February 28, 1963
(iii) Ratification
j) Doctrine of apparent authority
Cases:
a. Westmont Bank v. Inland Construction and
Development Corp., GR No. 123650, March
23, 2009
b. BPI Family Savings Bank v. First Metro
Investment Corp, GR No. 132390, May 21,
2004
k) Doctrine of individuality of subscription
l) Doctrine of equality of shares
m) Trust fund doctrine
Part V By Laws
A. Adoption of by-laws (Sec. 46)
a) Requisites of valid by-laws
b) Binding effects
c) Contents (Sec. 47)
d) Amendments (Sec. 48)
Case:
a. PMI Colleges v. NLRC, GR NO. 121466,
August 15, 1997
Part VI Meetings
A. Kinds (Sec. 49-51)
1. Necessity of meetings
B. Place and time of meeting of
stockholders or members (Sec. 51)
Case:
a. Expertravel & Tours, Inc. v. Court of
Appeals, G.R. No. 152392, May 26, 2005
C. Quorum (Sec. 52)
1. Requisites for a valid meeting
of stockholders
2. Specific number of votes
required by law
D. Regular and special meetings of
directors or trustees (Sec. 53)
1. Business judgment rule
2. Solidary liabilities for damages
E. Who shall preside (Sec. 54)
F. Pledgors, mortgagors and
administrators (Sec. 55)
G. Voting in case of joint ownership
(Sec. 56)
H. Voting right for treasury shares
(Sec. 57)
I. Proxies (Sec. 58)
K. Voting trust (Sec. 59)
Case:
a. Lee vs. Court of Appeals, G.R. No.
14441, Dec. 17, 1996
R. Lost or destroyed certificates (Sec.
Title VII Stocks and Stockholders
72)
A. Rights of stockholders in general
B. Derivative suit
Part VIII Corporate Books and Records
(Sec. 74-74)
C. Liabilities of stockholders
A. Contents
D. Subscription contract (Sec. 60)
B Who may make valid entries
E. Pre-incorporation subscription (Sec.
61)
Part IX Merger and Consolidation
F. Certificate of stock
1. Nature of the certificate
2. Uncertificated shares
3. Negotiability
4. Requirements for valid transfer of stocks
5. Issuance
6. Full payment
7. Payment pro-rata
8. Stock and transfer book
9. Lost or destroyed certificates
10. Situs of the shares of stock
A. Merger and consolidation (Sec. 76)
B. Approval required (Sec. 77)
C. Articles of merger or consolidation
(Sec. 78)
D. Effectivity (Sec. 79)
E. Effects (Sec. 80)
Part X Appraisal Right
G. Consideration for stocks (Sec. 62)
H. Certificate of stock and transfer of
shares (Sec. 63)
A. Instances of appraisal right (Sec.
81)
B. How right is exercised (Sec. 82)
I. Issuance of stock certificate (Sec.
64)
J. Liability of directors for watered
stocks (Sec. 65)
K. Interest on unpaid subscription
(Sec. 66)
L. Payment of balance (Sec. 67)
M. Delinquency sale (Sec. 68)
C. Effect of demand and termination of
right (Sec. 83)
D. When right to payment ceases (Sec.
84)
E. Who bears costs of appraisal (Sec.
85)
F. Notation on certificates; rights of
transferee (Sec. 86)
N. When sale may be questioned (Sec.
69)
O. Court action to recover unpaid
subscription (Sec. 70)
P. Effect of delinquency (Sec. 71)
Q. Rights of unpaid shares (Sec. 72)
Part XI Non-Stock Corporations
A. Definition (Sec. 87)
B. Purposes (Sec. 88)
C. Members right to vote (Sec. 89)
D. Non-transferability of membership
(Sec. 90)
3. Board of trustees (Sec. 108)
B. RELIGIOUS CORPORATIONS
E. Termination of membership (Sec.
91)
F. Election and term of trustees (Sec.
92)
1. Classes of religious corporations (Sec.
109)
2. Corporation sole (Sec. 110)
3. Articles of incorporation (Sec. 111)
G. Place of meetings (Sec. 93)
Part XII Distribution of Assets in NonStock Corporations
A. Rules of distribution (Sec. 94)
4. Submission of the articles of incorporation
(Sec. 112)
5. Acquisition and alienation of property
(Sec. 113)
6. Filling of vacancies (Sec. 114)
7. Dissolution (Sec. 115)
8. Religious societies (Sec. 116)
B. Plan of distribution of assets (Sec.
95)
Part XV Dissolution
A. Methods of dissolution (Sec. 117)
Part XIII Close Corporations
B. Voluntary dissolution where no creditors
are affected (Sec. 118)
A. Definition and applicability of Title
(Sec. 96)
B. Articles of incorporation (Sec. 97)
C. Validity of restrictions on transfer of
shares (Sec. 98)
D. Effects of issuance or transfer of stock in
breach of qualifying conditions (Sec. 99)
E. Agreements by stockholders (Sec.
100)
F. When board meeting is unnecessary
or improperly held (Sec. 101)
G. Pre-emptive right in close
corporations (Sec. 102)
H. Amendment of articles of
incorporation (Sec. 103)
I. Deadlocks (Sec. 104)
J. Withdrawal of stockholder or
dissolution of corporation (Sec. 105)
Part XIV Special Corporations
A. Educational Corporations
1. Incorporation (Sec. 106)
2. Pre-requisites to incorporation (Sec.
107)
C. Voluntary dissolution where creditors are
affected (Sec. 119)
D. Dissolution by shortening corporate term
(Sec. 120)
E. Involuntary dissolution (Sec. 121)
F. Corporate liquidation (Sec. 122)
Part XVI Foreign Corporations
A. Definition and rights of foreign
corporations (Sec. 123)
B. Application to existing foreign
corporations (Sec. 124)
C. Application for a license (Sec. 125)
D. Issuance of a license (Sec. 126)
E. Who may be a resident agent (Sec. 127)
F. Resident agent; service of process (Sec.
128)
G. Law applicable (Sec. 129)
H. Amended license (Sec. 131)
I. Merger or consolidation involving a foreign
corporation licensed in the
Philippines (Sec. 132)
J. Doing business without a license (Sec. 133)
K. Revocation of license (Sec. 134)
L. Issuance of certificate of revocation (Sec.
135)
M. Withdrawal of foreign corporations (Sec.
136)
