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    Miscellaneous

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    Rache Gutierrez
    This document summarizes key provisions of Philippine corporation law: - The Securities and Exchange Commission has the power to implement the Corporation Code and prevent fraud by controlling shareholders, directors, and officers. - Corporations created by special laws are governed by those laws supplemented by the Corporation Code. - Existing corporations on the Code's effective date are deemed authorized under it but have two years to comply with new requirements. - Prior rights, remedies, and liabilities of corporations and parties are not removed or impaired by amendments to the Code. Inconsistent prior laws are repealed.

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    © All Rights Reserved
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    Miscellaneous

    Uploaded by

    Rache Gutierrez
    87 views2 pages
    This document summarizes key provisions of Philippine corporation law: - The Securities and Exchange Commission has the power to implement the Corporation Code and prevent fraud by controlling shareholders, directors, and officers. - Corporations created by special laws are governed by those laws supplemented by the Corporation Code. - Existing corporations on the Code's effective date are deemed authorized under it but have two years to comply with new requirements. - Prior rights, remedies, and liabilities of corporations and parties are not removed or impaired by amendments to the Code. Inconsistent prior laws are repealed.

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    Corporation Law Reviewer based on Dean Cesar Villanueva's Syllabus and Book

    Original Title

    20. Miscellaneous

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    This document summarizes key provisions of Philippine corporation law: - The Securities and Exchange Commission has the power to implement the Corporation Code and prevent fraud by controlling shareholders, directors, and officers. - Corporations created by special laws are governed by those laws supplemented by the Corporation Code. - Existing corporations on the Code's effective date are deemed authorized under it but have two years to comply with new requirements. - Prior rights, remedies, and liabilities of corporations and parties are not removed or impaired by amendments to the Code. Inconsistent prior laws are repealed.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    87 views2 pages

    Miscellaneous

    Uploaded by

    Rache Gutierrez
    This document summarizes key provisions of Philippine corporation law: - The Securities and Exchange Commission has the power to implement the Corporation Code and prevent fraud by controlling shareholders, directors, and officers. - Corporations created by special laws are governed by those laws supplemented by the Corporation Code. - Existing corporations on the Code's effective date are deemed authorized under it but have two years to comply with new requirements. - Prior rights, remedies, and liabilities of corporations and parties are not removed or impaired by amendments to the Code. Inconsistent prior laws are repealed.

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    © All Rights Reserved
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    of 2

    CORPORATION

    LAW REVIEWER (2013-2014)


    MISCELLANEOUS

    I. SEC Power and Supervision (Sections 108 and 143; PD 902-A)

    Section 108. Board of trustees.
    Trustees of educational institutions organized as non-stock
    corporations shall not be less than five (5) nor more than fifteen (15):
    Provided, however, That the number of trustees shall be in multiples
    of five (5).

    Unless otherwise provided in the articles of incorporation on the by-
    laws, the board of trustees of incorporated schools, colleges, or other
    institutions of learning shall, as soon as organized, so classify
    themselves that the term of office of one-fifth (1/5) of their number
    shall expire every year. Trustees thereafter elected to fill vacancies,
    occurring before the expiration of a particular term, shall hold office
    only for the unexpired period. Trustees elected thereafter to fill
    vacancies caused by expiration of term shall hold office for five (5)
    years. A majority of the trustees shall constitute a quorum for the
    transaction of business. The powers and authority of trustees shall be
    defined in the by-laws.

    For institutions organized as stock corporations, the number and term
    of directors shall be governed by the provisions on stock corporations.
    (169a)

    Section 143. Rule-making power of the Securities and Exchange
    Commission.

    ATTY. JOSE MARIA G. HOFILEA

    The Securities and Exchange Commission shall have the power and
    authority to implement the provisions of this Code, and to promulgate
    rules and regulations reasonably necessary to enable it to perform its
    duties hereunder, particularly in the prevention of fraud and abuses
    on the part of the controlling stockholders, members, directors,
    trustees or officers. (n)

    II. Special Corporations (Section 4)

    Section 4. Corporations created by special laws or charters.
    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.

    III. New Requirements on Existing Corporations (Section 148).

    Section 148. Applicability to existing corporations.
    All corporations lawfully existing and doing business in the Philippines
    on the date of the effectivity of this Code and heretofore authorized,
    licensed or registered by the Securities and Exchange Commission,
    shall be deemed to have been authorized, licensed or registered under
    the provisions of this Code, subject to the terms and conditions of its
    license, and shall be governed by the provisions hereof: Provided, That
    if any such corporation is affected by the new requirements of this
    Code, said corporation shall, unless otherwise herein provided, be
    given a period of not more than two (2) years from the effectivity of
    this Code within which to comply with the same. (n)


    NOTES BY RACHELLE ANNE GUTIERREZ (UPDATED APRIL 3, 2014)

    CORPORATION LAW REVIEWER (2013-2014)



    IV. Applicability of Other Provision of old Corporation Law (Sections
    145 and 146).

    Section 145. Amendment or repeal.
    No right or remedy in favor of or against any corporation, its
    stockholders, members, directors, trustees, or officers, nor any liability
    incurred by any such corporation, stockholders, members, directors,
    trustees, or officers, shall be removed or impaired either by the
    subsequent dissolution of said corporation or by any subsequent
    amendment or repeal of this Code or of any part thereof. (n)

    Section 146. Repealing clause.
    Except as expressly provided by this Code, all laws or parts thereof
    inconsistent with any provision of this Code shall be deemed repealed.
    (n)


    NOTES BY RACHELLE ANNE GUTIERREZ (UPDATED APRIL 3, 2014)

    ATTY. JOSE MARIA G. HOFILEA

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