Rules in The Determination of Corporate Nationality
Rules in The Determination of Corporate Nationality
Rules in The Determination of Corporate Nationality
national boundaries but subject to the legal It is the act of procuring the initial finances
sanctions of the countries in which it operates. and the making of all preparations necessary to
launch a corporation.
Section 4
58. Promoter
49. Special Corporations Governed by Charters He or she is the one who undertakes the
When a corporation is created by a special promotion. Moreover, he or she is a self-constituted
law or given a distinct charter by the law-making organizer who funds an enterprise or venture and
body, it shall be governed primarily by the helps to attract investors, form a corporation and
provisions of such special law or charter (e.g., launch it in business, all with a view to promotion
government-owned and/or -controlled corporations profits.
such as the Boy Scouts of the Philippines).
59. Effects of Promoter's Contracts
Section 5 A corporation is not bound by any
agreement made by a promoter on its behalf,
Components of a Corporation unless and until the corporation approves the
agreement.
52. Corporators
They are those who compose a corporation, Section 6
whether as stockholders or members.
61. Stock or Shares of Stock
53. Incorporators Ir is one of the units into which the capital
They are those stockholders or members stock has been divided. It represents the interest or
mentioned in the articles of incorporation as right that the holder of the stock or stockholder has
originally forming and composing the corporation in the corporation.
and who are signatories thereof.
62. Share Certificate
54. Stockholders or Shareholders It certifies that one is a holder or owner of a
They are what the corporators of a stock certain number of shares of stock in a corporation.
corporation are called. An incorporator may be
considered a corporator for as long as he continues Classes or Series of Shares Classified According to
to be a stockholder or member although not all Voting Rights
corporators are incorporators.
64. Voting Shares
55. Members These are shares whose holders have the
They are what the corporators of a non- right to be present and vote at all corporate
stock corporation are called. meetings.
***
65. Non-Voting Shares
56. Capacity Required to Become an Incorporator These are shares whose holders do not
The incorporation of a corporation is in legal have full voting rights (see no. for further
effect a contract between the organizers information).
(incorporators) and the state. It is for this reason ***
that the incorporators must have the capacity to
enter into a valid and enforceable contract. 66. Par Value
It indicates the amount which the original
57. Promotion subscribers are supposed to contribute to capital.
RFBT – CORPORATIONS
Section 9
96. Incorporation
It means the act of creating a corporation
upon compliance with the law regulating its
incorporation which is the Revised Corporation
Code.