RA 11232 Title I General Provisions by Teacher Lumaban

Summary

In 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.