REVISED CORPORATION CODE

Part I

JGA Medina
Philippine Law School
 Article XII, Sec. 16 of the in the Philippine Constitution:
“The Congress shall not, except by general law, provide for the
formation, organization, or regulation of private corporations.
Government-owned or controlled corporations may be created or
established by special charters in the interest of the common good and
subject to the test of economic viability.”

RCC, Sec. 4:
Corporations created by special laws or charters shall be governed
primarily by the provisions of the special law or charter creating them
or applicable to them, supplemented by the provisions of this Code,
insofar as they are applicable.”
“Government instrumentalities are agencies of the national government that, by
reason of some ‘special function or jurisdiction’ they perform or exercise, are
allotted ‘operational autonomy’ and are ‘not integrated within the department
framework.’ Subsumed under the rubric ‘government instrumentality’ are the
following entities:
1. Regulatory agencies,
2. Chartered institutions,
3. Government corporate entities or government instrumentalities with
corporate powers (GCE/GICP), and
4. GOCCs’ : ‘stock or non-stock’ corporations ‘vested with functions relating to
public needs’ that are ‘owned by the Government directly or through its
instrumentalities.’
. . . the MECO is, for all intents and purposes, sui generis.”
Funa v. Manila Economic & Cultural Office (MECO). G.R. No. 193462, [February 4, 2014]
SEC. 2. Corporation defined. – A corporation is an artificial being
created by operation of law, having the right of succession and the
powers, attributes and properties expressly authorized by law or
incident to its existence.
• Artificial Being
• Created by Law
• Right to Succession
• Powers and attributes expressly authorized by law or incidental
to its existence
 CORPORATION
An Overview

Artificial Being Separate Juridical Entity Powers & Attributes

Succession
Artificial Being:

• a personality distinct and separate from its individual stockholders or

members. Being an officer or stockholder of a corporation does not make
one's property also of the corporation, and vice-versa, for they are separate
entities.

• shareowners are in no legal sense the owners of corporate property (or

credits) which is owned by the corporation as a distinct legal person. As a
consequence of the separate juridical personality of a corporation, the
corporate debt or credit is not the debt or credit of the stockholder, nor is the
stockholder's debt or credit that of the corporation.
Good Earth Emporium, Inc. v. Court of Appeals, G.R. No. 82797:
Created by operation of law, i.e., juridical person as opposed to a natural person.

SECTION 18. Registration, Incorporation and Commencement of Corporate

Existence. . . .

A private corporation commences its corporate existence and juridical personality from
the date the Commission issues the certificate of incorporation under its official seal . . .

• SEC Registration is essential for domestic corporations. “All the parties are informed
that the Securities and Exchange Commission has not, so far, issued the
corresponding certificate of incorporation. All of them know, or ought to know, that
the personality of a corporation begins to exist only from the moment such certificate
is issued - not before. Hall v. Piccio, G.R. No. L-2598, June 29, 1950
Right of Succession.

• It has the advantage of non-dependence on the lives of those who

compose it even as it enjoys certain rights and conducts activities of
natural persons.” Reynoso IV v. Court of Appeals, G.R. Nos. 116124-25, November 22, 2000

• The corporation is not affected by the death of its stockholders.

• Heirs do not immediately become stockholders as it is necessary for

the estate to first be settled and taxes paid before shares can be
transferred to the heirs.
Powers, attributes and properties expressly authorized by law or
incident to its existence.

A juridical person is generally not entitled to moral damages because, unlike a natural person, it
cannot experience physical suffering or such sentiments as wounded feelings, serious anxiety,
mental anguish or moral shock. The Court's statement in Mambulao that "a corporation may have a
good reputation which, if besmirched, may also be a ground for the award of moral damages" is an
obiter dictum.

Nevertheless, AMEC's claim for moral damages falls under item 7 of Article 2219 of the Civil Code.
This provision expressly authorizes the recovery of moral damages in cases of libel, slander or any
other form of defamation. Article 2219 (7) does not qualify whether the plaintiff is a natural or
juridical person. Therefore, a juridical person such as a corporation can validly complain for libel or
any other form of defamation and claim for moral damages. Filipinas Broadcasting vs. Ago Medical, G.R. No.
141994, [January 17, 2005]:
Sec. 3: Classes of Corporations. –
a. STOCK : capital stock divided into shares and are authorized to
distribute to the holders of such shares dividends or allotments of the
surplus profits on the basis of the shares held are stock corporations
b. NON-STOCK. All other corporations are non-stock corporations .
• Sec. 86: No part of its income is distributable as dividends to its members,
trustees, or officers, subject to the provisions of this Code on dissolution
• Sec. 87: may be formed or organized for charitable, religious, educational,
professional, cultural, fraternal, literary, scientific, social, civic service, or
similar purposes, like trade, industry, agricultural and like chambers, or any
combination thereof.
Two requisites must concur before one may be classified as a stock
corporation, namely:

• that it has capital stock divided into shares; and

• that it is authorized to distribute dividends and allotments of

surplus and profits to its stockholders.

If only one requisite is present, it cannot be properly classified as a stock

corporation. As for non-stock corporations, they must have members
and must not distribute any part of their income to said members.
Republic v. City of Parañaque, G.R. No. 191109, [July 18, 2012]
The Special Corporations:
• SEC. 105. Educational corporations governed by special laws and by the general Code
provisions.
• SEC. 107. Religious corporations, as corporations sole or religious societies to administer
and manage the affairs, property and temporalities of any religious denomination, sect
or church
• SEC. 108. Corporation Sole. -. Formed by the chief archbishop, bishop, priest,
minister, rabbi, etc.
• SEC. 114. Religious Societies. Formed by at least two-thirds (2/3) of its membership.
• SEC. 116. One Person Corporation. - A One Person Corporation is a corporation with a
single stockholder: Provided, That only a natural person, trust, or an estate may form a
One Person Corporation.
Section 19. De facto corporations. – The due incorporation of any corporation claiming in
good faith to be a corporation under this Code, and its right to exercise corporate powers,
shall not be inquired into collaterally in any private suit to which such corporation may be
a party. Such inquiry may be made by the Solicitor General in a quo warranto proceeding.

“There are stringent requirements before one can qualify as a de facto corporation:
(a) the existence of a valid law under which it may be incorporated;
(b) an attempt in good faith to incorporate; and
(c) assumption of corporate powers.
The filing of articles of incorporation and the issuance of the certificate of incorporation
are essential for the existence of a de facto corporation. Seventh Day Adventist Conference Church of
Southern Phil. Inc. v. Northeastern Mindanao Mission of Seventh Day Adventist, Inc.,
G.R. No. 150416, [July 21, 2006], 528 PHIL 647-657
Section 20. Corporation by estoppel. – All persons who assume to act as a
corporation knowing it to be without authority to do so shall be liable as general
partners for all debts, liabilities and damages incurred or arising as a result
thereof: Provided, however, That when any such ostensible corporation is sued on
any transaction entered by it as a corporation or on any tort committed by it as
such, it shall not be allowed to use as a defense its lack of corporate personality.

On who assumes an obligation to an ostensible corporation as such, cannot resist

performance thereof on the ground that there was in fact no corporation.

• Corporation by estoppel is founded on principles of equity and is designed to

prevent injustice and unfairness.
Corporation

CORPORATORS
Stockholders/Members

Directors/
Trustees
Section 5. Corporators and incorporators, stockholders and members.

• Corporators those who compose a corporation, whether as

stockholders or as members.

Corporators in a stock corporation are called stockholders or

shareholders.
Corporators in a non-stock corporation are called members.

• Incorporators are those stockholders or members mentioned in the

articles of incorporation as originally forming and composing the
corporation and who are signatories thereof.
SEC. 59. Subscription Contract. - Any contract for the acquisition of unissued stock
in an existing corporation or a corporation still to be formed . . .
SEC. 60. Pre-incorporation Subscription. – Irrevocable for a period of at least six
(6) months, unless:
• all of the other subscribers consent to the revocation, or
• the corporation fails to incorporate within the same period
No pre-incorporation subscription may be revoked after the articles of
incorporation is submitted to the Commission.
SEC. 63. Issuance of Stock Certificates. - No certificate of stock shall be issued to a
subscriber until the full amount of the subscription together with interest and
expenses (in case of delinquent shares), if any is due, has been paid.
SECTION 17. Corporate Name.
• Distinguishable from that already reserved or registered for the use of another
corporation
• Not already protected by law
• Use is not contrary to existing law, rules and regulations.
• A name is not distinguishable even if it contains one or more of the following:
(a) The word "corporation", "company", "incorporated", "limited", "limited
liability", or an abbreviation of one of such words; and
(b) Punctuations, articles, conjunctions, contractions, prepositions,
abbreviations, different tenses, spacing, or number of the same word or
phrase.
• If in violation, SEC may order change.
• Violation may result in administratively, civilly and/or criminal liability.
SECTION 10.Number and Qualifications of Incorporators.
• Any person, partnership, association or corporation;
• Not more than fifteen (15) in number
• Natural persons who are licensed to practice a profession, and
partnerships or associations organized for the purpose of
practicing a profession, not allowed to organize as a corporation
unless under special laws.
• Incorporators who are natural persons must be of legal age.
• Each incorporator of a stock corporation must own or be a
subscriber to at least one (1) share of the capital stock.
SECTION 11.Corporate Term. — A corporation shall have perpetual
existence unless its articles of incorporation provides otherwise.

SECTION 12.Minimum Capital Stock Not Required of Stock

Corporations. — Stock corporations shall not be required to have a
minimum capital stock, except as otherwise specifically provided by
special law.

• Under the Foreign Investment Act, minimum capitalization of USD200k.

• Financial Institutions.
• Listed Companies
SECTION 13. Contents of the Articles of Incorporation.
(a) The name of the corporation;
(b) Purpose or purposes;
(c) Principal office of the corporation which must be within the Philippines;
(d) The term for which the corporation is to exist, if the corporation has not elected perpetual
existence;
(e) The names, nationalities, and residence addresses of the incorporators;
(f) The number of directors not more than fifteen (15) or the number of trustees which may be
more than fifteen (15);
(g) The names, nationalities, and residence addresses of persons who shall act as initial directors
or trustees;
(h) If a stock corporation, the authorized capital stock, number of shares, the par value of each,
names, nationalities, and residence addresses of the original subscribers, amount subscribed
and paid.
(i) If a nonstock corporation, the amount of its capital, the names, nationalities, and residence
addresses of the contributors, and amount contributed by each; and
(j) Such other matters consistent with law.
An arbitration agreement may be provided in the articles of incorporation pursuant to Section 181
of this Code.
SECTION 14.
Articles of Incorporation
of
________________________
(Name of Corporation)
The undersigned incorporators, all of legal age, have voluntarily agreed to form a
(stock) (nonstock) corporation under the laws of the Republic of the Philippines and
certify the following:
First: That the name of said corporation shall be "________________, Inc.,
Corporation or OPC";
Second: That the purpose or purposes for which such corporation is incorporated
are: (If there is more than one purpose, indicate primary and secondary purposes);
 Third: That the principal office of the corporation is located in the
City/Municipality of ____________, Province of ____________________,
Philippines:
Fourth: That the corporation shall have perpetual existence or a term of
________ years from the date of issuance of the certificate of incorporation;
Fifth: That the names, nationalities, and residence addresses of the
incorporators of the corporation are as follows:
Name Nationality Residence
_______________ _______________ _______________
_______________ _______________ _______________
_______________ _______________ _______________
 Sixth: That the number of directors of the corporation shall be _____________; and the names,
nationalities, and residence addresses of the first directors or trustees of the corporation are as follows:

Name Nationality Residence

_______________ _______________ _______________
_______________ _______________ _______________
_______________ _______________ _______________

Seventh: That the authorized capital stock of the corporation is _______ PESOS (P______), divided into
_____ shares with the par value of ______ PESOS (P______) per share.

(Shares are without par value): That the capital stock of the corporation is ____________ shares without
par value.

(Shares are with and without par value): That the capital stock of said corporation consists of
____________ shares, of which _____________ shares have a par value of _________ PESOS (P_____) each,
and of which _____________ shares are without par value.
Eighth: That the number of shares of the authorized capital stock above-stated has been
subscribed as follows:

Name of Subscriber Nationality No. of Shares Subscribed Amount Subscribed Amount Paid
_______________ ____ _________________ ___________ _______

Ninth: That ________________ has been elected by the subscribers as Treasurer of the
Corporation to act as such until after the successor is duly elected and qualified in
accordance with the bylaws, that as Treasurer, authority has been given to receive in the
name and for the benefit of the corporation, all subscriptions, contributions or donations
paid or given by the subscribers or members, who certifies the information set forth in the
seventh and eighth clauses above, and that the paid-up portion of the subscription in cash
and/or property for the benefit and credit of the corporation has been duly received.
 Tenth: That the incorporators undertake to change the name of the corporation
immediately upon receipt of notice from the Commission that another corporation,
partnership or person has acquired a prior right to the use of such name, that the
name has been declared not distinguishable from a name already registered or
reserved for the use of another corporation, or that it is contrary to law, public
morals, good customs or public policy.
Eleventh: (Corporations which will engage in any business or activity reserved
for Filipino citizens shall provide the following):
"No transfer of stock or interest which shall reduce the ownership of Filipino
citizens to less than the required percentage of capital stock as provided by
existing laws shall be allowed or permitted to be recorded in the proper
books of the corporation, and this restriction shall be indicated in all stock
certificates issued by the corporation."
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this _________
day of ___________, 20___ in the City/Municipality of _____________, Province of
_______________, Republic of the Philippines.

_________________ _________________
_________________ _________________
_________________ _________________
_________________ _________________
_________________ _________________
(Names and signatures of the incorporators)
_________________________________
(Name and signature of Treasurer)
SEC. 61. Consideration for Stocks. - Not be issued for a consideration less than the par or issued price thereof.
Consideration:

(a) Cash;
(b) Property, tangible or intangible, actually received and necessary or convenient for its use and lawful purposes;
(c) Labor performed for or services actually rendered to the corporation;
(d) Previously incurred indebtedness of the corporation;
(e) Amounts transferred from unrestricted retained earnings to stated capital;
(f) Outstanding shares exchanged for stocks in the event of reclassification or conversion;
(g) Shares of stock in another corporation; and/or
(h) Other generally accepted form of consideration.

Shares of stock shall not be issued in exchange for promissory notes or future service.

The issued price of no-par value shares may be fixed in the articles of incorporation or by the board of directors
pursuant to authority conferred by the articles of incorporation or the bylaws, or if not so fixed, by the stockholders
representing at least a majority.
SEC. 6. Classification of Shares. - The classification of shares, rights,
privileges, or restrictions, and par value, if any, must be indicated in the
articles of incorporation. Each share shall be equal in all respects to
every other share, except as otherwise provided in the articles of
incorporation and in the certificate of stock.
• Doctrine of equality of shares
— all stocks issued by the corporation are presumed equal with the same
privileges and liabilities, provided that the Articles of Incorporation is silent on
such differences.
The shares may be divided into classes or series of shares, or both.
Only "preferred" or "redeemable" may be deprived of voting rights
There shall always be a class or series of shares with complete voting
rights.
Non-voting shares shall nevertheless be entitled to vote on the following matters:
(a) Amendment of the articles of incorporation;
(b) Adoption and amendment of bylaws;
(c) Sale, lease, exchange, mortgage, pledge, or other disposition of all or
substantially all of the corporate property;
(d) Incurring, creating, or increasing bonded indebtedness;
(e) Increase or decrease of authorized capital stock;
(f) Merger or consolidation;
(g) Investment of corporate funds in another corporation or business in
accordance with this Code; and
(h) Dissolution of the corporation.

• Except for adoption or amendment of bylaws, all also require 2/3 majority vote.
Classification and Types of Shares:
Common : All rights
Preferred : As to dividends, assets distribution and others.
Redeemable: Redeemed at date certainregardless of the existence
of unrestricted retained earnings .
Founder’s : Given certain right and privileges. If given exclusive
right to vote and be voted for in the election of
directors, limited for a maximum period of five (5)
years from the date of incorporation
Treasury : Issues and fully but reacquired by the Corp. May
again be disposed of for a reasonable price fixed by
the board.
Such other Classification
 Determination of Nationality of Corporations

• Incorporation Test: Where incorporated.

• Control Test: A corporation is a Philippine National if it is
organized under the laws of the Philippines of which at least
sixty percent (60%) of the capital stock outstanding and
entitled to vote is owned and held by citizens of the
Philippines.
• Grandfather Test: Tracing the owners of the corporate
shareholders to determine ultimate percentage of ownership
by foreigners.
Place of Incorporation Test:
• General Rule: Place of incorporation determine nationality.
• Exception: Under Sec. 3, R.A 7142 as amended, "Philippine national" shall mean . . . a corporation
organized abroad and registered as doing business in the Philippines under the Corporation Code of
which one hundred percent (100%) of the capital stock outstanding and entitled to vote is wholly
owned by Filipinos . . .

• Control test:
• Under Sec. 3, R.A 7142 as amended, "Philippine national" shall mean . . . a corporation organized under
the laws of the Philippines of which at least sixty percent (60%) of the capital stock outstanding and
entitled to vote is owned and held by citizens of the Philippines. Provided, That where a corporation
and its non-Filipino stockholders own stocks in a Securities and Exchange Commission (SEC) registered
enterprise, at least sixty percent (60%) of the capital stock outstanding and entitled to vote of each of
both corporations must be owned and held by citizens of the Philippines and at least sixty percent
(60%) of the members of the Board of Directors of each of both corporations must be citizens of the
Philippines, in order that the corporation, shall be considered a "Philippine national."
Grandfather rule
• The more stringent Grandfather Rule provides “the combined totals in the Investing Corporation and
the Investee Corporation must be traced (i.e.,"grandfathered") to determine the total percentage of
Filipino ownership. Moreover, the ultimate Filipino ownership of the shares must first be traced to the
level of the Investing Corporation and added to the shares directly owned in the Investee
Corporation.“ The test, therefore, goes into the nationality of the persons and entities who act as
stockholder of the corporation.

“It is apparent that it is the intention of the framers of the Constitution to apply the grandfather rule in
cases where corporate layering is present.“

“The control test is still the prevailing mode of determining whether or not a corporation is a Filipino
corporation. When in the mind of the Court there is doubt, based on the attendant facts and
circumstances of the case, in the 60-40 Filipino-equity ownership in the corporation, then it may apply
the grandfather rule.”

Narra Nickel Mining & Development Corp. v. Redmont Consolidated Mines Corp., G.R. No. 195580, [April 21, 2014], 733 PHIL
365-490)
Grandfather Test: Dilution of Filipino equity via corporate layering.
Control Test: So long as shareholders are 60% Filipino

Filipino
Shareholders
Filipino Co. 1, Inc. 60% Shareholding

60% Shareholding
Filco III, Inc. Filipino Co. 2, Inc. Foreign Co.
The Operating 60% Shareholding
Foreign Co.
40% Shareholding
Company.
40% Shareholding
60-40 Foreign Co.
FILIPINO 40% Shareholding
•Partnerships vs. joint venture agreements: Narra Nickel Mining v. Redmont Consolidated

A partnership is defined as two or more persons who bind themselves to contribute money,
property, or industry to a common fund with the intention of dividing the profits among
themselves. On the other hand, joint ventures have been deemed to be "akin" to partnerships
since it is difficult to distinguish between joint ventures and partnerships. Thus: IEDHAT
[T]he relations of the parties to a joint venture and the nature of their association are so
similar and closely akin to a partnership that it is ordinarily held that their rights, duties, and
liabilities are to be tested by rules which are closely analogous to and substantially the
same, if not exactly the same, as those which govern partnership. In fact, it has been said
that the trend in the law has been to blur the distinctions between a partnership and a joint
venture, very little law being found applicable to one that does not apply to the other. 
Though some claim that partnerships and joint ventures are totally different animals, there
are very few rules that differentiate one from the other; thus, joint ventures are deemed
"akin" or similar to a partnership. In fact, in joint venture agreements, rules and legal
incidents governing partnerships are applied. 
Separate Personality and Piercing the Corporate Veil
DOCTRINE OF SEPARATE JURIDICAL PERSONALITY
“. . Section 2 of the Corporation Code states that "[a] corporation is an artificial being . . .
As a consequence thereof, a corporation has a personality separate and distinct from those of its
stockholders and other corporations to which it may be connected.” PNB v. Aznar, G.R. Nos. 171805 May 30,
2011]

“A corporation has a personality distinct and separate from its individual stockholders or members.
Being an officer or stockholder of a corporation does not make one's property also of the
corporation, and vice-versa, for they are separate entities (Traders Royal Bank v. CA, G.R. No. 78412,
September 26, 1989; Cruz v. Dalisay, 152 SCRA 482). Shareowners are in no legal sense the owners
of corporate property (or credits) which is owned by the corporation as a distinct legal person
(Concepcion Magsaysay-Labrador v. CA, G.R. No. 58168, December 19, 1989). As a consequence of
the separate juridical personality of a corporation, the corporate debt or credit is not the debt or
credit of the stockholder, nor is the stockholder's debt or credit that of the corporation.”
Good Earth Emporium, Inc. v. Court of Appeals, G.R. No. 82797
SOLIDARY LIABILITY of Directors may at times be incurred in the following cases:
1. When directors and trustees or, in appropriate cases, the officers of a corporation —
(a) vote for or assent to patently unlawful acts of the corporation;
(b) act in bad faith or with gross negligence in directing the corporate affairs;
(c) are guilty of conflict of interest to the prejudice of the corporation, its stockholders or
members, and other persons.
2. When a director or officer has consented to the issuance of watered stock or who, having
knowledge thereof, did not forthwith file with the corporate secretary his written objection
thereto.
3. When the director, trustee or officer has contractually agreed or stipulated to hold himself
personally and solidarily liable with the Corporation.
4. When a director, trustee or officer is made, by specific provision of law, personally liable for his
corporate action.
5. In labor cases, when the director, trustee or officer acted with malice or in bad faith in the
termination of employment of employees.
MAM Realty Development Corp. v. National Labor Relations Commission, G.R. No. 114787, [June 2, 1995]
PIERCING THE VEIL of Corporate Fiction

“Piercing the veil of corporate fiction is an equitable doctrine developed to address

situations where the separate corporate personality of a corporation is abused or
used for wrongful purposes. Under the doctrine, the corporate existence may be
disregarded where the entity is formed or used for non-legitimate purposes, such
as to evade a just and due obligation, or to justify a wrong, to shield or perpetrate
fraud or to carry out similar or inequitable considerations, other unjustifiable aims
or intentions, in which case, the fiction will be disregarded and the individuals
composing it and the two corporations will be treated as identical.“

Livesey v. Binswanger Phils., Inc., G.R. No. 177493, March 19, 2014
Consent by a corporation through its representatives is not consent of the representative
personally. The corporate obligations, incurred through official acts of its representatives, are its
own. Corollarily, a stockholder, director, or representative does not become a party to a contract
just because a corporation executed a contract through that stockholder, director, or
representative.
As a general rule, a corporation's representatives are not bound by the terms of the contract
executed by the corporation.
There are instances, however, when the distinction between personalities of directors, officers,
and representatives, and of the corporation, are disregarded. This is piercing the veil of corporate
fiction.
The doctrine of piercing the veil of corporate fiction is a legal precept that allows a corporation's
separate personality to be disregarded under certain circumstances, so that a corporation and its
stockholders or members, or a corporation and another related corporation could be treated as a
single entity. It is meant to apply only in situations where the separate corporate personality of a
corporation is being abused or being used for wrongful purposes. (Sps Fernandez v. Smart Comm., Inc., G.R. No.
212885, [July 17, 2019])
The doctrine of piercing the corporate veil applies only in three (3) basic areas, namely:

1) defeat of public convenience as when the corporate fiction is used as a vehicle for the
evasion of an existing obligation;

2) fraud cases or when the corporate entity is used to justify a wrong, protect fraud, or defend
a crime; or

3) alter ego cases, where a corporation is merely a farce since it is a mere alter ego or business
conduit of a person, or where the corporation is so organized and controlled and its affairs
are so conducted as to make it merely an instrumentality, agency, conduit or adjunct of
another corporation.

Sarona v. National Labor Relations Commission

The question of whether a corporation is a mere alter ego is one of fact. Piercing the veil of corporate
fiction may be allowed only if all the following elements concur:

1. Control — not mere stock control, but complete domination — not only of finances, but of policy and
business practice in respect to the transaction attacked, must have been such that the corporate entity
as to this transaction had at the time no separate mind, will or existence of its own (CONTROL TEST)

2. Such control must have been used by the defendant to commit a fraud or a wrong to perpetuate the
violation of a statutory or other positive legal duty, or a dishonest and an unjust act in contravention of
plaintiff's legal right (FRAUD TEST); and

3. Said control and breach of duty must have proximately caused the injury or unjust loss complained of
(HARM TEST).

PNB v. Andrada Electric, G.R. No. 142936, [April 17, 2002]

“While a corporation may exist for any lawful purpose, the law will regard it
as an association of persons, or in case of two corporations, merge them into
one, when its corporate legal entity is used as a cloak for fraud or illegality.
This is the doctrine of piercing the veil of corporate fiction which applies only
when such corporate fiction is used to defeat public convenience, justify
wrong, protect fraud or defend crime, or when it is made as a shield to
confuse the legitimate issues, or where a corporation is the mere alter ego
or business conduit of a person, or where the corporation is so organized
and controlled and its affairs are so conducted as to make it merely an
instrumentality, agency, conduit or adjunct of another corporation. To
disregard the separate juridical personality of a corporation, the wrongdoing
must be established clearly and convincingly. It cannot be presumed. (Zaragoza v.
Tan, G.R. No. 225544, [December 4, 2017])
INTERNAL ORGANIZATION
SEC. 45. Adoption of Bylaws. –
• May be adopted and filed prior to incorporation; approved and signed
by all the incorporators and submitted together with the articles.
• By Majority of shareholders or members of incorporation.
“It has been said that the by-laws of a corporation are the rule of its
life, and that until by-laws have been adopted the corporation may not
be able to act for the purposes of its creation, and that the first and
most important duty of the members is to adopt them. This would
seem to follow as a matter of principle from the office and functions of
by-laws.“
SEC. 46. Contents of Bylaws. - May provide:
• The time, place and manner of calling and conducting meetings
• The required quorum in meetings
• The modes by which a stockholder, member, director, or trustee may attend
meetings and cast their votes;
• The form for proxies
• The directors' or trustees' qualifications, duties and responsibilities
• The time for holding the annual election of directors or trustees
• The manner of election or appointment
• The penalties for violation of the bylaws;
• Manner of issuing stock certificates; and
• Such other matters.
SEC. 47. Amendment to Bylaws. –

• A majority of the board and the owners of at least a majority of the

outstanding capital stock,
• The owners of two-thirds (2/3) of the outstanding capital stock may
delegate to the board of directors or trustees the power to amend or
repeal the bylaws or adopt new bylaws

• The amended or new bylaws shall only be effective upon the issuance
by the Commission of a certification that the same is in accordance
with this Code and other relevant laws.
- End of Part I -