Professional Documents
Culture Documents
Lim
Act Board Stockholders/Members Derivative Individual Representative
Approval of Majority 2/3 of Outstanding Suit instituted Stockholder Stockholder Stockholder
Merger or Capital Stock or inthenameof and
Consolidation Members Corporation
Plan Real partyin Corporation Stockholder Stockholder
Amendment of Majority 2/3 of Outstanding interest and all those
Capital Stock or similarly
Merger or
Members situated
Consolidation
Who has cause Corporation Stockholder Stockholder
Plan
ofaction and all those
Approval of Majority 2/3ofthememberswho similarly
Distribution havevotingrights situated
PlanofAssetsin Presence of Yes No Yes
case of Representative
Dissolution of Relief/Recover Corporation Stockholder
Stockholder
NonStock ybelongsto and all those
Corporation similarly
Voluntary Majority 2/3ofoutstandingcapital situated
Dissolution stockormembers Jurisdictionisnow undercourts ofgeneral jurisdictioncalled
without specialcommercialcourts(AMNo.001103SC)
prejudice to Sec.76
Creditors - Constituent corporation refers to the merging or
Voluntary Majority 2/3ofoutstandingcapital consolidatingcorporations
Dissolution with signed stockormembers. - Covers the approval of the plan by the Board of
Directors/Trustees
Prejudice to
- Formerger,theremaybeaneedtoamendthearticlesof
Creditors
incorporationforhesurvivingcorporation
DerivativeSuit
- Wheneverthecorporationrefusestosueoristhepartysued,
Sec.80
oneormorestockholdersinthenameandinbehalfofthe
- Par1:Twocorporationsconsolidatedintoone
corporationmaybringsuit
- Givesrisetothesurvivingcorporation
- Inthiscase
o Plan/AgreementofMergerorConsolidation
o Corporationrealpartyininterest
o ArticlesofMerger/Consolidation
o Noneedforauthorizationofcorporation
o CertificateorMerger/Consolidation
o Numberofsharesimmaterial
- Par 2: Ceasing of existence of constituent corporation,
o Corporationmustbeimpleaded
exceptsurvivingorconsolidatingcorporation
- Requisitesforfilingofderivativesuit
o Presupposesaseparatepriorexistence
o Partysuingmustbeshareholderattheinstitutionof
o Forconsolidatingcompany,nopriorexistencebut
thesuit
thereisforsurvivingcorporation
o Intracorporate remedies exhausted but failed or
- Doesnotneedapprovalofthecorporatecreditorssinceitis
refused
filed with the SEC who will determine if it will be
o Cause of action actually devolves on the
prejudicial to corporate creditors before certificate of
corporation
mergerorconsolidationisissued
IndividualSuit
- ReaddeLeon,p.589forrightsofshareholder
RepresentativeSuit Sec.81
- When a wrong has been committed against a group of - ComparedtoSec.39,Sec.81prevailsbecauseitisaspecial
stockholdersormembers provision,andwithrespecttoSec.16
- Mayalsobefiledwhentherearequestionsoflawandfact - Sec.42wasnotincludedduetoinadvertence
involvedarecommontoallofthestockholdersormembers
and that the parties are so numerous that it would be Sec.82
impracticabletoimpleadallofthem - Fair value, the intrinsic value of the shares based on
- May be brought in cases where the right of minority appraisal before the date the vote on the value may be
shareholders are deprived such as right to vote and higherorlowerthanparvalue
attendmeetings - Todeterminefairvalue
Sec.120
- A corporation is dissolved upon the expiration of the
corporate term as stated in its articles of incorporation,
unless the same is amended as stated in Sec. 11 and Sec. 36
(2).
- Procedure is under Sec. 37
- voluntary dissolution is effected if the articles of
incorporation is amended to shorten the corporate term.
OncetheSECapprovestheamendment,thecorporationis
deemeddissolvedwithouttheneedforproceedingsexcept
liquidation.ThereisnoneedforSECinterventionorofthe
court in order to terminate the corporate existence,
However,thestockholdersmayonceagainreincorporatethe
corporationbycomplyingwiththerequirementsofSec.10
to15.
- LikewiseacorporationmaybedeemeddissolvedunderSec.
22
- Continuous inoperation even more than 2 years does not
mean that the corporation is deemed dissolved, for such is
only a ground for the suspension of the corporate franchise.
- Change of name does not result in the dissolution, for such
is an act of creation of the corporation.
- Insolvency is the inability to pay debts when due.
Bankruptcy is when the liabilities exceed the assets of a
corporation which is available for settlement. Insolvency or
bankruptcy does not necessary mean dissolution of the
corporation. However, the inability to exercise corporate
powers by reason of insolvency can be a ground to warrant
the decree for dissolution of the corporation.
- A legal dissolution of the corporation may result when the
corporation transfers or sells all of its assets and property
amounting to a surrender of the corporate charter.
- For stock corporations, death of stockholders does not
necessary mean dissolution for shares are transferable.
However, in case of non-stock corporations, the death or
withdrawal of members may cause the dissolution of the
same as when there are too few members to continue with
the corporate succession and fill in the vacancies.
- Although the shares of a corporation after its creation are
held by less than the required number of people, it does no
mean the corporation is dissolved. If one person acquires all
the shares of the corporation, he or she may be required to
transfer some of the shares to other persons in order to
conform to the requirements of the law.
- Failure to elect or want of officers not a ground for
dissolution based on Sec. 29 and Sec. 25.
- Dissolution by legislative enactment is under the old
Corporation Code but may still be exercised with respect to
public utilities under Sec. 11 of Art XII of the Constitution
provided there is no impairment of contracts and when
public good requires
Possibleexamquestions
1. How does a foreign corporation transact business in the
Philippines
2. Procedureforestablishmentofreligiouscorporation
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