LABICANE, JONNA BELLE C.

JD – III

COMMENTS AND QUESTIONS IN CORPORATION LAW

1. ABINA SEC 86-89

The reporter discussed about Non-stock corporations. Its

definition, purpose as well as the rights of a non-stock corporation.

QUESTION:

Is a condominium corporation a stock or a nonstock corporation?

2. ABUYEN SEC 90-94

The termination of membership, election and terms of

trustees, list of members, proxies, and place of meetings for non-

stock corporations were discussed by the reporter.

QUESTION:

Is there a prescribed minimum number of trustees in a non-stock

corporation?

3. AMAT SEC 95-98

The reporter discussed about Close Corporations, its

definition as well as its articles of incorporation.

QUESTION:

What are the restrictions in the articles of incorporation of a close

corporation?

4. BAYER SEC 99-101

The agreements by stockholders, board meetings and

preemptive right in close corporations were discussed by the

reporter.

QUESTION:

What are the agreements that shareholders may stipulate in a

close corporation?

5. CABALONA SEC 102-104

The amendments in the articles of incorporation, deadlocks,

and dissolution of a close corporation were discussed.

QUESTION:

Who appoints a provisional director?

6. CAMINONG SEC 105-108

May an educational institution established as stock corporation be

eligible for government subsidy, incentive or assistance?

7. CATAP SEC 109-111

May a corporation sole sell or mortgage its real properties?

8. CAYREL SEC112-114

What is the process in the voluntary dissolution of a corporation

sole?

9. CERTIFICO SEC 115-116

Is an OPC different from a corporation sole?

10. DE JESUS SEC 117 – 121

The reporter also discussed about the One Person

Corporation. It was discussed that an OPC shall not be required to

have a minimum number a capital stock. The articles of

Incorporation, bylaws and display of corporate name were also

discussed. It was said that a One Person Corporation shall indicate

the letters “OPC” either below or at the end of its corporate name.

QUESTION:

What is the purpose of indicating OPC either below or at the end of

the corporate name?

11. ERIA SEC 122-125

The reporter discussed who principally controls the OPC,

which are the single stockholder (also the sole director and

president), the treasurer, corporate secretary and other officers as

it may deem necessary. It was said that the single stockholder is

automatically the sole director and president of the OPC. He may

also act as a treasurer of the corporation.

QUESTION:

How will the creditors’ interest be protected when the roles of

president and treasurer are both vested in a single stockholder?

12. ESPERAS SEC 126-129

If the OPC fails to submit the reportorial requirements three times

within a 5-year period, what will happen to the OPC?

13. GELIZON SEC 130-132

For the single shareholder to claim limited liability, what must he

prove?

14. GRABILLO SEC 133-135

What are the methods for dissolving a corporation?

15. JACOSALEM SEC 136-138

Does the shortening of corporate term require publication?

16. KANEN SEC 139

What are the methods of corporate liquidation?

17. LABICANE SEC 140-142

18. LIANZA SEC 143-145

What is the importance of appointing a resident agent?

19. LIEM SEC 146-148

When shall a foreign corporation authorized to transact business in

the Philippines obtain an amended license?

20. MIRAS SEC 149-151

Can a foreign corporation authorized to do business in the

Philippines merge with a domestic corporation?

21. MONTEJO SEC 152-153

What are the requirements for the issuance a certificate of

withdrawal?
22. MONTILLA SEC 154-156

What are the three instances in which the Commission may issue

Cease and Desist Orders?

23. MOVILLA 157-159

What is the fine for the unauthorized use of corporate name?

24. NEVALIZA SEC 160-162

What is the penalty for willful certification of incomplete, inaccurate,

false or misleading statements or reports?

25. PACAD SEC 163-165

What is the penalty for obtaining corporate registration through

fraud?

26. PAGLINAWAN SEC 166-168

What is the fine for tolerating graft and corrupt practices in a

corporation?

27. PALOMARES SEC 169-171

What is a whistleblower?

28. QUEJADA SEC 172-175

What is an outstanding capital stock?

29. ROBILLOS SEC 176-178

What is the Grandfather Rule?

30. SASI SEC 179

What are the Powers, Function and Jurisdiction of the Securities

and Exchange Commission (SEC)?

31. TERAZA 180-183

May disputes which involves criminal offences be the subject of

corporate arbitration?

32. VOCIS SEC 184-187

What is the grace period for existing corporations to comply with

the new requirements of the RCC?

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Submitted to:

ATTY. WILFREDO M. NAVARRA