1. Corporation as a PERSON:
the liberty guaranteed is the
 A corporation is regarded as a "person," "resident,"
or "citizen"- within the purview of those terms as
used in constitutional or statutory provisions,
whenever this becomes necessary in order to give
full effect to the purpose or spirit of the Constitution
or statute.
 The tendency is to regard corporations, as far as
their inherent nature will permit, as on the same
footing as ordinary individuals.
Consequently, whether corporations are included
within a statute depends largely upon its object:
1. GR: A corporation is a person in a figurative
sense because “”””’”persons include artificial
persons.
A. A corporation has been held to be included
by the word "person" in statutes concerning:
a. Attachment
b. Taxation
c. usury,
d. insolvency and bankruptcy,
e. limitations
f. prior notice to bring suit
g. right to appeal
h. allowing action of trespass,
i. prohibiting the banking business,
j. conferring a cause of action for
wrongful death
k. allowing suit against usurpation of a
public office or franchise
l. allowing a petition to quiet title,
m. and offering public lands for
appropriation "by all persons" who
enter upon them.
B. The word "person" has also been deemed to
apply to a corporation as used in statutes
providing for suit because of:
a. wrongful exercise of a franchise by a
"person,"
b. punishing "any person" employing a
minor child, and providing for a civil
action against "any person"
unlawfully holding a franchise.
c. Where the word "person" is used in
a definition of libel, corporations are
included. (1 Fletcher, pp. 70-71.)
C. A corporation is a "person" within the
meaning of Section 1, Article III (Bill of
Rights) of the Constitution that "no person
shall be deprived of life, liberty or property
without due process of law" and that it is
entitled to the equal protection of the laws in
like manner as other persons in the same
situation.
- provided the corporation is "within the
jurisdiction" of the State the protection
of which is demanded.
a. Liberty
i. a private corporation is held
not to be a person within the
language of this
constitutional provision.
ii.
liberty of natural, not
artificial, persons.
b. Self Incrimination (Sec.17) – not a
person.
i. An individual may lawfully
refuse to answer
incriminating questions.
XPN: unless protected by an
immunity statute.
BUT: it (the XPN) does not
follow that a corporation, vested
with special privileges and
franchises, may refuse to show
its hand when charged with an
abuse of such privileges.
c. Right to be secured in their persons
against unreasonable seizures and
searches.
o A corporation is, after all, but an
association of individuals under
an assumed name and with a
distinct legal entity.
o Its property cannot be taken
without compensation. It can
only
be proceeded against by due
process of law, and is protected
against unlawful discrimination.
2. Corporation as a Resident or Non-Resident
- also to be deemed a resident or a
nonresident of a particular state or
country if:
o within the meaning of a statute,
o within the purpose and intent of
the statute, as in the case of
statutes defining the jurisdiction
of the courts, or relating to
venue, taxation, etc.
a. A corporation formed in one State may be
domiciled or a resident in another State in
which it has its offices and transacts
business
Notwithstanding: the fiction of the law that
a corporation dwells only in the State of its
creation and cannot migrate therefrom.
- Thus, in a case, it was held that a foreign
corporation licensed to do business in the
Philippines (see Sec. 123.) is not a
nonresident within the meaning of Rule 57,
Rules of Civil Procedure. which allows the
attachment of the property of the in an action
where such defendant "resides out of the
Philippines, or on whom summons may be
served by publication" as to make its
property subject to attachment under said
section.
b. For taxation purposes: a foreign corporation
may be either a resident or nonresident.
i. Resident Foreign Corp: a "foreign
corporation engaged in trade or
business within the Philippines,"
 ii. Non Resident Foreign Corp:
"foreign corporation not engaged in
trade or business in the Philippines
and not having any office or place of
business therein.
3. Corporation as a Citizen
- GR: implies membership in a political body
and, therefore, does not ordinarily include a
corporation.
- XPN: unless the general purpose and import
of the statute in which the term is found seem
to require it.
(a) There is, however, no absolute and inflexible
rule that a corporation cannot be deemed a
citizen for certain purposes.
- A corporation is a citizen within the
meaning of a statute conferring rights,
defining the jurisdiction of courts, or
otherwise relating to citizens IF:
o the purpose and intent of the
statute renders it applicable,
o and for such purpose it is, as a
general rule, a citizen of the State
or country by or under the laws
of which it was created and exists
without regard to the citizenship
of its stockholders or members.
(b) "Most often when the term 'citizenship' is
used in connection with corporations, it is not
used in the sense under Political Law
- more in the sense of indicating the
country under whose laws the
corporations were organized.
o In this respect, 'citizen,' as used
in connection with corporations,
is synonymous with domicile or
residence.
- When used synonymously with
RESIDENCE OR DOMICILE: for
jurisdictional purposes only.
o Because a corporation is subject
to the jurisdiction of the country
under whose laws it was
organized.
NOTE: The citizenship of a corporation is not
looked into unless citizenship is an important
factor in the determination or the enjoyment of a
privilege, exercise of a right or even the legality
of a contract entered into by the corporation."
4. Corporation as a Collection of Individuals
(1) True in actual fact. —
o Although the doctrine that a corporation is
an artificial entity and a person in law,
distinct from the members who compose it,
will always be recognized and given effect,
both at law and in equity, in cases which are
within its reason and when there is no
controlling reason against it, it is clear that
a corporation is in fact a collection of
individuals.
o In the case of modern private corporations,
it is really the individuals composing it who
own its property and carry on the corporate
business, through the corporation and its
officers and agents, for their own profit or
benefit.
o Fiction is introduced for convenience in
conducting the business in this privileged
way.
o XPN to theory of separate entity: when
the privilege is misused by the corporation.
(2) Recognized for many purposes. —
 Reason: In order to enforce and protect
their rights.
 Thus, the stockholders of a corporation
are entitled to the profits in the way of
dividends and may enforce their rights in
this respect.
 They are entitled to insist that the
corporation shall keep within the powers
and purposes for which it was formed,
and may sue in equity, if necessary, to
compel it to do so.
 The fiction also may be and often is
disregarded even for the purpose of
giving effect to the acts of the
stockholders or members individually as
the acts of the corporation.
Doctrine of piercing the veil of corporate entity
- This fiction cannot be extended to a point beyond its
reason and policy.
- Means that the Court will disregard separate
corporate existence with reference to particular
transactions involved.
- Rationale: to remove the barrier between the
corporation from the persons comprising it to thwart
the fraudulent and illegal schemes of those who use
the corporate personality as a shield for undertaking
certain proscribed activities.
1. When legal fiction to be disregarded.
a. where the fiction of corporate entity is being used
as a cloak or cover for fraud or illegality, or to
defeat public convenience, justify wrong, protect
fraud, or defend crime,
b. or for ends subversive of the policy and purpose
behind its creation, especially where the
corporation is a closed family corporation
On equitable considerations, this fiction will be
disregarded and the individuals composing it or
two corporations will be treated as identical.
IMPORTANT: For the corporate legal entity to be
disregarded,
the wrongdoing must be clearly and convincingly
established, it cannot be presumed.