1.

Sections 1 to 68 (Delinquency Sale);

1. Sec 88- Purposes of a non stock corporation

2. Section 3 and 87- stock and non stock corporation
3. Section 96- close corporation
4. Lozada v mendoza- nell doctrine
5. Foreign corporation- definition- sec 123
6. Sec 12, Rule 14- no resident agent in the philippines
7. Sec 8, rule 14- corporation by estoppel
8. Sec 15, rule 3
9. Not all foreign corporation need licenses in the Philippines,only those engaged in business
10. Sec 133- doing business without a license- what is affected is the right to sue and not the validity
of the contract
11. What constitutes "doing business" in the Philippines? -sec 3 par D of foreign investments act of
1991
12. Mentholatum Co v Mangaliman
13. La chemise lacoste v fernandez- when Phil corp sells on its own account, foreign corp is not
engaged in business; compare with mentholatum case
14. Two exceptions: for foreign corp to sue even when it does business without a license: 1. Protect
trademark and trade name; 2. Sole transaction
15. Columbia Pictures Inc v CA
16. Merely having a reinsurer is not engaging in business in the Philippines
17. Mere importation or exportation of goods to the Philippines is not doing business in the
Philippines
18. Doing business- there must be a continuous transaction but a single act may also constitute
doing business-- opening an office
19. Defense of a corporation sued under 133? estoppel
20. Merill Lynch Futures v CA
21. Define a corporation by estoppel
22. Lim Tong Lim v Philippine Fishing Gear- modified par 1 of Sec 21- includes people who
benefitted from the transaction even when they did not assume to act as a corporation
23. Corporation Sole
24. Two type of religious corporation?- corporation sole and religious societies
25. Define a non stock corporation- sec 87
26. Eleemosynary corporation? For charity, non stock
27. Civil corporation?
28. Ecclesiastical corporation?
29. Corporation aggregate?
30. De jure corporation?
31. Characteristics of a de facto corporation?
32. Foreign corporation? Sec 123
33. Domestic corporation with respect to nationalized industries- articles 12 and 16 of the
constitution
34. Gamboa v teves
35. Requisites for a stockholder's right to inspect financial statement of corp- sec 75
36. Remedy when board does not want to sue? Derivative suit
37. Define derivative suit
38. Dissolution- there are 4 methods
39. Can there be a dissolution without a petition being filed? Yes
40. Automatic dissolution? Yes
41. Is there dissolution upon expiration of term?Yes
42. When a corp is dissolved, what acts follow and what acts can it still perform? Prohibited acts?
sec 122 liquidation and winding up
43. Concurrence and preference of credits-read!!! Among stockholders, preferred stocks are paid
first
44. Liabilities of directors
45. Separate personality doctrine
46. Piercing the Veil Doctrine
47. Rights of stockholders
48. Pre-emptive right
49. Stock dividends
50. Cash dividends and property dividends
51. How do you declare dividends?
52. Liabilities of a corporation when it receives assets of another corporation under the Nell Doctrine
53. Nell Doctrine
54. Power to acquire own sharesm
55. Effects of merger and consolidation- case problem
56. Appraisal right- how exercised