Professional Documents
Culture Documents
authority to inquire whether the corporation has purposes other than those stated, and mandamus
will lie to compel it to issue the certificate of incorporation. (Gala v. Ellice Agro-Industrial Corp.)
When person a partner by estoppel. Persons who are not partners as to each other are not
partners as to third persons. (Art. 1709[1].) No one can be held liable nor claim rights as a partner
unless he has given his consent to become such. An exception to this rule is provided by Article 1825.
Due to the doctrine of estoppel, one may become liable as a partner even though he is not a partner in
fact.
A person not a partner may become a partner by estoppel and thus be held liable to third persons as if
he were a partner, when by words or by conduct he:
existing
(a) Directly represents himself to anyone as a partner in an existing partnership or in a nonpartnership (with one or more persons not actual partners); or
existing
In other words, the holding out as a partner may be done by the person himself, or by his consent or
with his knowledge. To hold the party liable, the third person must prove such misrepresentation by the
purported partner and that a bona fi de or justifiable reliance by him upon it caused him injury.
No. In the case of Hall v. Piccio (86 Phil. 603; 1950), where the supposed
corporation transacted business as a corporation pending action by the SEC on
its articles of incorporation, the Court held that there was no de facto corporation
on the ground that the corporation cannot claim to be in good faith to be a
corporation when it has not yet obtained its certificate of incorporation.
(De facto has status of de jure corpo, except separate personality against State, provided all requisites
are present)
The latter as
(b)
Prior to incorporation
Requirement: Approval of all incorporators; must be signed by all of
them
Where kept:
When effective:
Special corporations:
trust companies
insurance companies
public utilities
educational institutions
Contents of By-laws - Subject to the provisions of the Constitution, this Code, other
special laws, and the articles of incorporation, a private
corporation may provide in its by-laws for:
1) the time, place and manner of calling and conducting regular or special meetings
of the directors or trustees;
1) the time and manner of calling and conducting regular and special meetings of
the stockholders or members;
1) the required quorum in meetings of stockholders or members and the manner of
voting herein;
1) the form for proxies of stockholders and members and the manner of voting
them;
1) the qualifications, duties and compensation of directors or trustees, officers and
employees;
1) the time for holding the annual election of directors or trustees and the mode or
manner of giving notice thereof;
1) the manner of election or appointment and the term of office of all officers other
than directors or trustees;
1) the penalties for violation of the by-laws;
1) in the case of stock corporations, the manner of issuing certificates; and
1) such other matters as may be necessary for the proper or convenient transaction
of its corporate business and affairs.