RA 11232 Title I General Provisions by Teacher Lumaban
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
- π The script discusses Republic Act Number 11,230, which is the Revised Corporation Code of the Philippines.
- π’ A corporation is defined as an artificial being created by law, with the right of succession and certain powers and properties.
- π 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.
- π Special laws or charters govern corporations created by them, supplemented by the general provisions of the Revised Corporation Code.
- π₯ Corporatists include stockholders or members of a corporation, while incorporators are those who originally form the corporation.
- π’ Shares can be classified and may have different rights, privileges, restrictions, and par values as stated in the articles of incorporation.
- βοΈ Each share is generally equal in all respects, except as provided otherwise in the articles or certificate of stock.
- π³οΈ Non-voting shares still have the right to vote on certain significant corporate matters such as amendments to the articles of incorporation.
- π° Preferred shares may have priority in dividend distribution and asset distribution upon liquidation, and must have a stated par value.
- ποΈ No par value shares are considered fully paid and non-assessable, with the entire consideration received treated as capital.
- π 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
π 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.
π’ 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.
π 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
π‘Republic Act 11,230
π‘Corporation
π‘Stock Corporations
π‘Non-Stock Corporations
π‘Incorporate
π‘Articles of Incorporation
π‘Voting Rights
π‘Preferred Shares
π‘Treasury Shares
π‘Par Value
π‘Founders Shares
π‘Redeemable Shares
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.
Transcripts
a blessed day everyone it's me teacher
lumabun and if you are new in my channel
don't forget to subscribe and hit the
notification bell
to be updated in my videos
this time we will discuss the republic
act number 11
230 to an act providing for the revised
corporation code of the philippines
title 1
general provisions definitions and
classifications
commit your way to the lord
trust also in him and he shall bring it
to pass
psalm 37 verse 5
[Music]
republic of the philippines
congress of the philippines
metro manila
17th congress
third regular session
begun and held in metro manila on monday
the 23rd day of july 2008
republic act number 11232
an act providing for the revised
corporation code of the philippines
be it enacted by the senate and house of
representatives of the philippines in
congress assembled
title 1
general provisions
definitions and classifications
section 1. title of the code
this code shall be known as the revised
corporation code of the philippines
section 2
corporation defined
a corporation is 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
section 3
classes of corporations
corporations formed or organized under
this code may be stock or non-stock
corporations
stock corporations are those which have
capital stock divided into shares and
are authorized to distribute to the
holders of such shares dividends or
allotments of the surplus profits on the
basis of the shares held
all other corporations are non-stock
corporations
section 4
corporations create by special laws or
charters
corporations created by special laws or
charters shall be governed primarily by
the provisions of the special law or
charter creating them or applicable to
them
supplemented by the provisions of this
code insofar as they are applicable
section 5
corporatists and incorporators
stockholders and members
corporatists are those who compose a
corporation
whether as stockholders or shareholders
in a stock corporation or as a members
in a non-stock corporations
incorporators are those stockholders or
members mentioned in the articles of
incorporation as originally forming and
composing the corporation and who are
signatories thereof
section six
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 incorporations
each share shall be equal in all
respects to every other share
except as otherwise provided in the
articles of incorporation
each share shall be equal in all
respects to every other share
except as otherwise provided in the
articles of incorporation and in the
certificate of stock
the share stock corporations may be
divided into classes or series of shares
or both
no share may be deprived of voting
rights except those classified and
issued as preferred or redeemable shares
unless otherwise provided in this code
provided that there shall be a class or
series of shares with complete voting
rights
holders of non-voting shares shall
nevertheless be entitled to vote on the
following matters
a amendment of the articles of
incorporation
b
adoption and amendment of bylaws
c
sale lease exchange mortgage pledge or
other disposition of all or
substantially all of the corporate
property
d
incurring creating or increasing bonded
indebtedness
[Music]
e
increase or decrease of authorized
capital stock
f
merger or consolidation of the
corporation with another corporation or
other corporations
g
investment of corporate funds in another
corporation or business in accordance
with this code and
h
dissolution of the corporation
except as provided in the immediately
preceding paragraph the vote required
under this code to approve a particular
corporate act shall be deemed to refer
only to stocks with voting rights
the shares or series of shares may or
may not have a par value
provided that banks
trust
insurance and per need companies public
utilities building and loan associations
and other corporations authorized to
obtain or access funds from the public
whether publicly listed or not
shall not be permitted to issue no par
value shares of stock
preferred shares of stock issued by a
corporation may be given preference in
the distribution of dividends and in the
distribution of corporate assets in case
of liquidation or such other preferences
provided that preferred shares of stock
may be issued only with the stated par
value
the board of directors where authorized
in the articles of incorporation
may fix the terms and conditions of
preferred shares of stock or any series
thereof
provided further
that such terms and conditions shall be
effective upon filing of a certificate
thereof with the securities and exchange
commission
herein after referred to as the
commission
shares of capital stock issued without
par value shall be deemed fully paid and
known assessable and the holder of such
shares shall not be liable to the
corporation or to its creditors in
respect thereto
provided that no par value shares must
be issued for a consideration of at
least five pesos per share
provided further that the entire
consideration received by the
corporation for its no par value shares
shall be treated as capital and shall
not be available for distribution as
dividends
[Music]
a corporation may further classify its
shares for the purpose of ensuring
compliance with constitutional or legal
requirements
section 7
founders shares
founders shares may be given certain
rights and privileges not enjoyed by the
owners of other stock
where the exclusive right to vote and be
voted for in the election of directors
is granted it must be for a limited
period not to exceed five years from the
date of incorporation
provided that such exclusive right shall
not be allowed if its exercise will
violate commonwealth act number 108
otherwise known as the anti-dummy law
republic act number 7042
otherwise known as the foreign
investments act of 1991
and otherwise known as foreign
investments act of 1991
and other pertinent laws
[Music]
section 8
redeemable shares
redeemable shares may be issued by the
corporation when expressly provided in
the articles of incorporation
they are shares which may be purchased
by the corporation
they are shares which may be purchased
by the corporation from the holders of
such shares upon the expiration of a
fixed period regardless of the existence
of unrestricted retained earnings in the
books of the corporation
and upon such other terms and conditions
stated in the articles of incorporation
and the certificate of stock
representing the shares
subject to rules and regulations issued
by the commission
section 9
treasury shares
treasury shares are shares of stock
which have been issued and fully paid
for
but subsequently re-acquired by the
issuing corporation through purchase
redemption donation or some other lawful
means
such shares may again be disposed of for
a reasonable price fixed by the board of
directors
i can do all things through christ who
strengthens me
i hope you learned something on our
topic about republic act number 11
230 to an act providing for the revised
corporation code of the philippines
title 1 general provisions definitions
and classifications
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please give this video a thumbs up
don't forget to share this video with
your friends to also learned about this
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thank you very much for watching my
videos hoping that we meet again in my
next blog and god bless you always
[Music]
you
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