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    CORP 1st Meeting

    Uploaded by

    Mae Perez
    The document discusses various provisions and requirements related to corporations under Philippine law, including provisions around stockholders, independent directors, treasurers, bylaws, quorum rules, material contracts, and involuntary dissolution.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    CORP 1st Meeting

    Uploaded by

    Mae Perez
    14 views13 pages
    The document discusses various provisions and requirements related to corporations under Philippine law, including provisions around stockholders, independent directors, treasurers, bylaws, quorum rules, material contracts, and involuntary dissolution.

    Copyright

    © © All Rights Reserved

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    DOCX, PDF, TXT or read online from Scribd

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    The document discusses various provisions and requirements related to corporations under Philippine law, including provisions around stockholders, independent directors, treasurers, bylaws, quorum rules, material contracts, and involuntary dissolution.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    14 views13 pages

    CORP 1st Meeting

    Uploaded by

    Mae Perez
    The document discusses various provisions and requirements related to corporations under Philippine law, including provisions around stockholders, independent directors, treasurers, bylaws, quorum rules, material contracts, and involuntary dissolution.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 13

    Stockholder- appraisal right

    not applicable at time of incorporation b but applicable increase

    treasures affi- not required because they are incorporated. Requires treasurer to sign

    old- only incorporators

    now- treasurer- sign, only article f incur not by laws

    corporate staurte- 5 years non use- revoked continues- declared delinquent- who will declare? SEC
    corporate status

    Sec- due process-

    New- voting of chuchu in abcencia


    Independent directors- independent from management

    Treasurer- resident- introduced in RCC due to responsibilities of treasure. Sa old- mandatory corps under
    RC.

    Secre

    By laws

    U can have more as long as by laws specifically provide for it.

    Stocks and Stockholders provs.

    Quorum deleted trnfered to sec 52

    Proxy- deleted

    SEC moto prorio order removal of disqualified officer

    Filling up vacancies- depends on cost of vacancy

    Expire- no late day of exp

    Removal of stockholder- elec same day authorizing approva

    Quorum elect not late 45 days at time o vacancy

    Emergency boarc—applicability is that there is an absence of qourum filled out the officers. So basically.
    Contracts – voidable unless certain pconditions met

    Precense of diectior not necessary

    Vote of director not necessary approva

    Officer- previously authorize by Borad of Director

    MATERIAL CONTRACTS- 10 percent total assets of company

    Approved 2/3 entire membership vite

    notice- 2 days prior inless

    Qourum

    Board Decision

    Election of Officers

    Presideing o
    Sec 36 in conn art 15

    Requirements
    Involutary disso-pd902??
    Whistle Blowers

    Applicability of trust fund

    Recovery of unpaid subscriptions in an absolvent company

    unpaid subscription. Due to continues refusal to settle file case against shareholders. Sabi ni enano bote-
    di na sila shareholders- issued ded of assignment – Alvarez underook to relieve them from paying
    suncription

    rtc- pay sba, affirmed ca

    sc- corp cred cannot


    trust fund doctrine

    at the time of incorporations, san juan advance 2m, ec=vidence by deposit, treasurer in trust, afte
    incorporations- board meetings- 932 k lang in cash,
    Sabi niya invalid ung board meeting kasi he did not convene meee
    roy vs herbosa in parallel gamboa xcase

    Grandfather rule rule- gamboa case and roy v herbosa

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