RA 11232 Title I General Provisions by Teacher Lumaban

Teacher Lumaban

29 Aug 202111:01

Summary

TLDRIn this educational video, Teacher Lumabun introduces Republic Act No. 11,230, the Revised Corporation Code of the Philippines. The script covers the definition of a corporation, its classes (stock and non-stock), and the roles of corporatists and incorporators. It also explains share classifications, including voting rights and the issuance of no-par value shares. The video aims to inform viewers about the legal framework governing corporations in the Philippines, encouraging engagement through likes and shares.

Takeaways

📜 The script discusses Republic Act Number 11,230, which is the Revised Corporation Code of the Philippines.
🏢 A corporation is defined as an artificial being created by law, with the right of succession and certain powers and properties.
📊 Corporations can be classified into stock or non-stock, with stock corporations having capital divided into shares and non-stock corporations not having such division.
📝 Special laws or charters govern corporations created by them, supplemented by the general provisions of the Revised Corporation Code.
👥 Corporatists include stockholders or members of a corporation, while incorporators are those who originally form the corporation.
🔢 Shares can be classified and may have different rights, privileges, restrictions, and par values as stated in the articles of incorporation.
✍️ Each share is generally equal in all respects, except as provided otherwise in the articles or certificate of stock.
🗳️ Non-voting shares still have the right to vote on certain significant corporate matters such as amendments to the articles of incorporation.
💰 Preferred shares may have priority in dividend distribution and asset distribution upon liquidation, and must have a stated par value.
🏛️ No par value shares are considered fully paid and non-assessable, with the entire consideration received treated as capital.
📜 Founders shares may have special rights, including an exclusive right to vote for directors for a limited period, subject to certain legal restrictions.

Q & A

What is the full name of the act discussed in the video?
-The full name of the act discussed in the video is 'Republic Act Number 11,230', which provides for the Revised Corporation Code of the Philippines.
What is the definition of a corporation according to the Revised Corporation Code of the Philippines?
-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 are the two main classes of corporations under the Revised Corporation Code?
-The two main classes of corporations under the Revised Corporation Code are stock corporations and non-stock corporations.
What is a stock corporation?
-A stock corporation is one that has capital stock divided into shares and is authorized to distribute dividends or allotments of surplus profits to the holders of such shares based on the shares held.
What is a non-stock corporation?
-A non-stock corporation is a corporation that does not have its capital divided into shares and is not authorized to distribute dividends or surplus profits based on shares held.
How are corporations created by special laws or charters governed?
-Corporations created by special laws or charters are primarily governed by the provisions of the special law or charter creating them, supplemented by the provisions of the Revised Corporation Code where applicable.
What are incorporators in the context of the Revised Corporation Code?
-Incorporate are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof.
What must be indicated in the articles of incorporation regarding the classification of shares?
-The classification of shares, their corresponding rights, privileges, restrictions, and their stated par value, if any, must be indicated in the articles of incorporation.
What are the conditions for issuing no par value shares of stock?
-No par value shares of stock can be issued by a corporation if the entire consideration received for such shares is treated as capital and is not available for distribution as dividends. Additionally, no par value shares must be issued for a consideration of at least five pesos per share.
What are treasury shares and how can they be disposed of?
-Treasury shares are shares that have been issued and fully paid for but have been re-acquired by the issuing corporation. They can be disposed of again for a reasonable price fixed by the board of directors.
What are the conditions for issuing redeemable shares?
-Redeemable shares may be issued by the corporation when expressly provided in the articles of incorporation. They are shares that may be purchased by the corporation from the holders of such shares upon the expiration of a fixed period and under terms and conditions stated in the articles of incorporation and the certificate of stock.
What are founders' shares and what rights do they have?
-Founders' shares may be given certain rights and privileges not enjoyed by the owners of other stock, including the exclusive right to vote and be voted for in the election of directors for a limited period not exceeding five years from the date of incorporation.

Outlines

00:00

📜 Introduction to the Revised Corporation Code of the Philippines

This paragraph introduces the topic of the video, which is the Republic Act Number 11,230, also known as the Revised Corporation Code of the Philippines. It provides a brief overview of the act's purpose and its significance in the corporate sector. The script starts with an invitation for new viewers to subscribe and engage with the channel. It then sets the tone with a quote from Psalm 37:5, emphasizing trust in the Lord. The video outlines the structure of the Corporation Code, including its title, definition of a corporation, and the classification into stock and non-stock corporations. It also discusses the role of incorporators, stockholders, and members within a corporation.

05:00

🏢 Detailed Explanation of Corporate Shares and Classifications

This paragraph delves deeper into the specifics of corporate shares, including the distinction between stock and non-stock corporations, the rights and restrictions associated with different classes of shares, and the conditions for issuing shares without par value. It explains the requirements for preferred shares, the prohibition against issuing no par value shares for certain types of corporations, and the treatment of no par value shares as fully paid. The paragraph also covers the issuance of founders shares with special rights for a limited period and the conditions for issuing redeemable shares. The summary highlights the importance of compliance with constitutional and legal requirements in the classification and issuance of shares.

10:02

📝 Conclusion and Call to Action on the Revised Corporation Code

The final paragraph wraps up the discussion on the Revised Corporation Code of the Philippines, summarizing the key points covered in the video. It invites viewers to engage with the content by liking, sharing, and commenting on the video. The script encourages viewers to share their thoughts, questions, and suggestions, fostering a community of learners. The video concludes with a warm thank you and well-wishes for future encounters, emphasizing the educational value of the content and the creator's commitment to sharing knowledge.

Mindmap

Keywords

💡Republic Act 11,230

Republic Act 11,230 is the Revised Corporation Code of the Philippines, which is the main legislation governing the formation, operation, and dissolution of corporations in the country. It is the central theme of the video, as it provides the legal framework for the topics discussed, such as the definition of a corporation, its classes, and the rights and responsibilities of its stakeholders.

💡Corporation

A corporation, as defined in the script, is an artificial being created by operation of law, possessing rights of succession and specific powers, attributes, and properties. It is the core subject of the video, with the entire discussion revolving around the legal provisions and classifications of corporations under the Revised Corporation Code.

💡Stock Corporations

Stock corporations are a type of corporation that has capital stock divided into shares and can distribute dividends or surplus profits to shareholders based on the shares held. This concept is integral to the video's discussion on the classification of corporations and the rights associated with different types of shares.

💡Non-Stock Corporations

Non-stock corporations are those without capital stock divided into shares, differing from stock corporations in their profit distribution and operational focus. The video explains that all corporations other than stock corporations fall under this category, highlighting the diversity in corporate structures.

💡Incorporate

To incorporate refers to the process of legally forming a corporation. The script mentions 'incorporators' as those who are originally forming and composing the corporation, indicating a key step in the establishment of a corporate entity.

💡Articles of Incorporation

The articles of incorporation are the foundational legal documents of a corporation, specifying its name, purpose, and other essential details. The video script emphasizes their importance in defining share classifications, rights, and restrictions within a corporation.

💡Voting Rights

Voting rights pertain to the ability of shareholders to participate in corporate decision-making. The script clarifies that while all shares have equal rights, some may be classified as non-voting, with specific exceptions for matters that require the approval of all shareholders.

💡Preferred Shares

Preferred shares are a class of shares that may offer certain advantages over common shares, such as priority in dividend distribution and asset distribution upon liquidation. The video explains that these shares can only be issued with a stated par value and are subject to specific regulatory conditions.

💡Treasury Shares

Treasury shares are those that have been issued, fully paid for, and then re-acquired by the corporation. The script discusses the conditions under which these shares can be reissued, emphasizing the corporation's flexibility in managing its share capital.

💡Par Value

Par value refers to the nominal value assigned to shares in a corporation. The video script explains that shares can be issued with or without par value, with specific regulations for certain types of corporations and the implications for shareholder liability and dividend distribution.

💡Founders Shares

Founders shares are a special class of shares that may grant certain rights and privileges to the founders of a corporation, such as exclusive voting rights for a limited period. The video script mentions that these rights are subject to various legal restrictions to ensure fair corporate governance.

💡Redeemable Shares

Redeemable shares are shares that a corporation can buy back from shareholders under specified terms, often after a fixed period. The script discusses the conditions under which these shares can be issued, highlighting the flexibility in corporate capital management.

Highlights

Introduction to Republic Act Number 11,230, the Revised Corporation Code of the Philippines.

Definition of a corporation as an artificial being with legal rights and properties.

Classification of corporations into stock and non-stock entities.

Explanation of stock corporations and their capital stock divided into shares.

Differentiation between stockholders in stock corporations and members in non-stock corporations.

Special laws or charters governing corporations created by them, supplemented by the Revised Corporation Code.

Role of incorporators in forming and composing the corporation.

Importance of indicating share classification, rights, privileges, restrictions, and par value in the articles of incorporation.

Requirement for each share to be equal in all respects, with exceptions as provided.

Conditions under which shares may be deprived of voting rights.

Mandatory voting rights for holders of non-voting shares on specific corporate matters.

Prohibition of issuing no par value shares by certain types of corporations dealing with public funds.

Regulations on the issuance of preferred shares with stated par value and their preferences.

Treatment of no par value shares as fully paid and non-assessable, with specific considerations for their issuance.

Special rights and privileges that may be granted to founder's shares, with a maximum limit of five years.

Conditions for issuing redeemable shares and their repurchase by the corporation.

Definition and disposition of treasury shares, including their re-issuance at a reasonable price.

Closing remarks encouraging viewers to engage with the content and look forward to future videos.