What is a corporation? What are its attributes? (Section 1 & 2, Revised Corporation Code)

Summary

Attorney Marie Chris Bataan introduces her virtual classroom on YouTube, aiming to simplify legal concepts. In this segment, she discusses the Revised Corporation Code of the Philippines, effective since February 23, 2019, designed to ease business creation. She explains the concept of a corporation as an artificial legal entity with distinct rights and liabilities, including the ability to own property and enter contracts independently of its members. The video also touches on the corporation's perpetual succession and its powers as defined by law, setting the stage for further exploration of corporate law in subsequent videos.

Takeaways

• 📚 The video is an educational resource by Attorney Marie Chris Bataan, focusing on simplifying legal concepts, particularly the law governing corporations.
• 📖 The Revised Corporation Code of the Philippines is the topic, which came into effect on February 23, 2019, aiming to modernize business regulations and facilitate ease of doing business.
• 🏢 A corporation is defined as an artificial being created by law, possessing rights of succession and powers, attributes, and properties as authorized by law.
• 🤖 Corporations are treated as separate legal entities, distinct from their investors or incorporators, a principle known as the doctrine of corporate entity.
• 💼 The corporate entity doctrine implies that a corporation can enter into contracts, sue, and be sued in its own name, separate from its members.
• 🏦 A corporation has the right of succession, allowing it to continue existing despite changes in its membership or stockholder composition, unlike partnerships.
• 🏬 The attributes of a corporation include being an artificial being, created by law, having the right of succession, and possessing powers and properties as per the law.
• 🛡️ The corporation's powers are generally outlined in the Revised Corporation Code, with specific limits often defined in the corporation's articles of incorporation.
• 🔑 The corporation's ability to own property is a reflection of its status as a separate juridical entity, distinct from its stockholders or directors.
• 🔍 The video series aims to explore further aspects of corporations, including the differences between partnerships and corporations, and the role of stockholders.

Q & A

What is the purpose of the Revised Corporation Code of the Philippines?

The Revised Corporation Code of the Philippines aims to modernize the legal framework governing corporations, introduce new business vehicles, and ensure ease of doing business, addressing previous complaints about the difficulty of establishing a business organization.

When did the Revised Corporation Code become effective?

The Revised Corporation Code became effective on February 23, 2019.

What is the definition of a corporation according to the Revised Corporation Code?

A corporation is defined as an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incidental to its existence.

What is the doctrine of corporate entity?

The doctrine of corporate entity refers to the concept that a corporation is treated by law as a separate person, distinct from the investors or incorporators, allowing it to be liable for its own acts or contracts.

Can a corporation own properties?

Yes, a corporation, being a separate juridical entity, can own properties. It can buy and sell properties under its name, separate from the personal properties of its stockholders or directors.

What is the right of succession in the context of a corporation?

The right of succession means that a corporation can continue to exist even with changes in its membership or stockholder composition, unlike partnerships which dissolve upon such changes.

How does the Revised Corporation Code define the powers of a corporation?

The Revised Corporation Code outlines the general powers of a corporation, which are those expressly authorized by law or incidental to its existence. The specific limits and purposes are detailed in the corporation's articles of incorporation.

Why was the old Corporation Code amended?

The old Corporation Code was amended to adapt to the times, introduce new business vehicles, and address complaints about the lack of ease in doing business, thus leading to the Revised Corporation Code.

What is the difference between a natural being and an artificial being in legal terms?

A natural being refers to a human being, while an artificial being, like a corporation, is a creation of law. An artificial being is treated by law as a separate person with rights and responsibilities, despite not being a human.

Can a stockholder be held personally liable for the contracts entered into by the corporation?

No, a stockholder cannot be held personally liable for the contracts entered into by the corporation, as the corporation is considered a separate juridical person. This is due to the doctrine of corporate entity.

What is the significance of the Revised Corporation Code stating that a corporation has powers 'incidental to its existence'?

This statement implies that a corporation possesses inherent powers that are necessary for its operation and are not explicitly granted by the law, as long as they are not prohibited and are relevant to its purpose.