Special Corporation Quiz

Special Corporation o Such archbishop, bishop, priest, minister, rabbi is
charged with the administration of the properties

Educational Corporation and affairs of the religious sect.
 Trustees of Educational institution organized as non – o The manner by which any vacancy occurring in the
stock corporation shall not be less than 5 nor more than office of the chief archbishop, bishop, priest,
15, provided that the number of trustees shall be in minister is required to be filled, according to the
multiple of 5 rules of the religious sect.
o The place where the principal office of the
Religious Corporation corporation sole is to be established which place
must be within the territory of the Philippines
 Religious corporations are not mandated to register in the
SEC; they have the option not to register.  A corporation sole may purchase and hold real estate and
personal property for its church, charitable and
 Religious corporation may be incorporated by one or more
educational purpose and may receive gifts. Such
persons.
corporation may sell or mortgage real property held by it
 There are two (2) types of Religious corporation; sole and
by obtaining an order for that purpose from the RTC of the
religious societies.
province where the property is situated upon proof that
 A corporation sole may be formed by the chief archbishop,
the notice of the application for leave to sell or mortgage
bishop, priest, minister, rabbi of such religious sect.
has been made through publication or as directed by the
 In order to become a corporation sole, the chief
court.
archbishop, bishop, priest, minister, rabbi must file the
commission articles of incorporation setting forth the
The application for leave to sell or mortgage must be made
following
by petition, duly verified, by the chief archbishop, bishop
o The applicant chief archibishop, bishop, priest,
priest, minister and may be opposed by any member of
minister which desires to become a corporation
the religious sect; provided that in cases where the rules of
sole.
the religious regulate the method of acquiring or holding
o The rules and regulations of the religious sect are
or selling real and personal property, such rules shall
consistent with becoming a corporation sole and
govern and the intervention of the courts shall not be
do not forbid it.
necessary.
 A corporation sole may be dissolved and its affairs settled o That the incorporation of the religious society is
voluntarily by submitting to the commission a verified not forbidden by competent authority or by the
declaration of dissolution, setting forth constitution
o The name of the corporation o That the religious society desires to incorporate for
o The reason for dissolution and winding up the administration of its affairs and properties
o The authorizaiton for the dissolution of the o The place within the Philippines where the
corporation by the religious sect. principal office of the corporation is to be
o The names and addresses of the persons who are established and located.
to supervise the winding up of the affairs of the o The names, nationalities and residence addresses
corporation. of the trustees, not less than 5 nor more than 15,
 Upon dissolution of the corporation, the corporation shall elected by the religious society
cease to carry on its operation except for the purpose of
winding up its affairs.
One Person Corporations
Religious Societies
 Unless forbidden by competent authority or the  One corporation is a corporation with a single stockholder:
constitution, pertinent rules, sect or church of which it is Provided, that only a natural person, trust or an estate
part, any religious society may, upon written consent may form a One Person Corporation.
and/or by an affirmative vote at a meeting called for the  Who are prohibited to incorporate as one person
purpose of at least 2/3 of its members, incorporate for the corporation?
administration of its affairs and properties by filing with o Banks and quasi – banks
the commission, articles of incorporation verified by the o Pre – need,
affidavit of the presiding elder, secretary or other o Trust, insurance, publicly – listed companies
members of such religious society setting forth the o Non – chartered government owned and
following controlled corporations
o That the religious society is a religious organization o Natural person who is licensed to exercise a
o That at least 2/3 of its membership[p has given profession for the purpose of exercising such
written or has voted to incorporate the religious profession except as otherwise provided under
sect special laws
 No minimum capital stock is required for one person o Notify the nominee or alternate nominee of the
corporation except as provided by special law death or incapacity of the single stockholder
 The following are the required information to be included o Notify the commission of the death of the single
in the articles of incorporation of a one person corporation stockholder
o Those required information under Section 14 of o Call the nominee or alternate nominee and the
the Revised Corporation code known legal heirs to a meeting and advise the legal
o If the single stockholder is a trust or an estate, the heirs with regard to the election of a new director
name, nationality, and residence of the trustee or or amendment of the incorporation.
other person exercising fiduciary duties together  Single stockholder shall designate a nominee and an
with the proof of such authority to act alternate nominee who shall, in the event of the single
o Name, nationality, residence of the nominee and stockholder’s death or incapacity, take the place of the
alternate nominee and the extent of the authority single stockholder as director and shall manage the
 The one corporation is not required to submit and file corporation affairs.
corporate bylaws.
 Within 15 days from the issuance of its certificate of When the incapacity of the single stockholder is
incorporation, the one person corporation shall appoint a temporary, the nominee shall sit as director and manage
treasurer, corporate secretary and other officers as it may the affairs of the one person corporation until the
deem necessary and notify the commission. stockholder regains the capacity to assume such duties.
The single stockholder may not be appointed as the In case of death or permanent incapacity of the single
corporate secretary. stockholder, the nominee shall sit as director and manage
the affairs of the one person corporation until the legal
A single stockholder who is likewise the self – appointed heirs of the single stockholder have been lawfully
treasurer of the corporation shall give a bond to the SEC determined and the heirs have designated one of them or
which to be determined by the SEC. have agreed that the estate shall be the single stockholder
of the one person corporation.
 What are the special function of the corporate secretary ?
o Responsible for maintaining the minutes and The alternate nominee shall sit as director and manage the
records of the corporation one person corporation in case the nominee’s inability,
incapacity, death or refusal to discharge the function as be jointly and severally liable for the debts and liabilities of
director and the manager of the corporation. the one person corporation.
 The single stockholder may change its nominee and
alternate nominee by submitting to the commission the The principles of piercing the veil applies with equal force.
names of the new nominees and their consent. For this
purpose articles of incorporation need not be amended.  A single stockholder of the ordinary stock corporation may
 What are the reportorial requirements of the one person apply for conversion into a one person corporation subject
corporation? of such documents as the commission may require. If the
o Annual financial statement audited by an conversion is approved, the commission shall issue a
independent certified public accountant. Provided, certificate of filing of amended articles of incorporation
that if the total assets or total liabilities are less reflecting the conversion. The same applies if the single
than 600K the same may be certified under oath by stockholder of the one person corporation applies for
the corporation’s treasurer and president. conversion into ordinary stock corporation.
o A report containing explanations or comments by
Dissolution
the president on every qualification, reservation.
o A disclosure of all – self dealings entered into  Dissolution may be voluntary or involuntary
between the corporation and the single  Voluntary dissolution may be done where no creditors are
stockholder affected. This may be dome by majority vote of the Board
The SEC may place the corporation under delinquent of Directors or trustees and by a resolution adopted by the
status should the corporation fail to submit the affirmative vote of the stockholders owning at least
reportorial requirements 3 times, consecutively within majority of the outstanding capital stock or majority of the
a period of 5 years. members of a meeting to be called for the purpose.
 Where the dissolution of a corporation may prejudice the
 A sole shareholder claiming limited liability has the burden rights of any creditor, a verified petition for dissolution
of showing that the corporation was adequately financed. shall be filed with the commission.
Where the single stockholder cannot prove that the The petition shall be signed by a majority of the
property of the one person corporation is independent of corporation’s BOD or trustees, verified by its president or
the stockholder’s personal property, the stockholder shall secretary and that its dissolution was resolved by the vote
of the stockholders representing at 2/3 of the outstanding verified by any incorporator, director, trustee,
capital stock or at least 2/3 of the members at a meeting shareholder or member. Upon receipt of withdrawal of
of its stockholders called for the purpose. request for dissolution, the commission shall withhold
action on the request for dissolution and shall after
The petition shall likewise state the following investigation do the necessary action which deemed
o The reason for the dissolution required
o The form, manner and time when the notices were
given A withdrawal of the petition for dissolution shall be in the
o The date, place and time of the meeting in which form of a motion.
the vote was made.
 Involuntary dissolution – the commission may be
The corporation shall submit to the commission the
dissolved by the commission motu proprio or upon filing
following
of a verified complaint by any interest party. The
 A copy of the resolution authorizing the following are the grounds for dissolution of the
dissolution corporation
 A list of creditors o Non - use of corporate charter
o Continuous inoperation
If the petition is sufficient in form and substance, the commission o Upon receipt of a lawful court order dissolving the
shall, fix a deadline for filing objections to the petition which shall corporation
not be less than 30 days no more than 60 days and shall be o Upon finding by final judgement that the
publiced at least once a week for 3 consecutive weeks in a corporation procured its incorporation through
newspaper of general circulation published in the location where fraud
the principal office of the corporation is situated. o Upon finding by final judgement that the
corporation was created, committed or aided for
If there is no objections, the commission shall proceed to hear the
the purpose of committing violations, smuggling,
petition and try any issue raised in the objection filed and if no
tax evasion. If the corporation is ordered dissolved
sufficient objection it shall render judgement dissolving the
by final judgement its assets, after payment of its
corporation.
liabilities, shall, upon petition of the commission
 May the request for dissolution be done? A withdrawal of with the court, be forfeited in favour of the
the request for dissolution shall be made in writing, duly national government.
 Every corporation whose charter expires pursuant to its
articles of incorporation, is annulled by forfeiture, or
whose corporate existence is terminated in any other
manner, shall nevertheless remain as a body corporate for
3 years after the effective date of its dissolution, for the
purpose of settle its affairs but not for the purpose of
continuing the business for which it was established.

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Special Corporation o Such archbishop, bishop, priest, minister, rabbi is

charged with the administration of the properties

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