Corpo Final

7/16/2019 Corpo Final

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The right of a stockholder to inspection of the corporate books appearedto be absolute under the provisions of the corporation code of the Phils.,however the right is subject to certain limitations, such as the ff:

1. The purpose of inspection which must be with respect to theinterest of the stockholder

2. The requisites of probable cause to file criminal action must bepresent

. !f the book is of foreign corporation, subject to inspectionREQUIREMENTS of the state which has jurisdiction

". The corporation of #$% ma& adopt measure to protect tradesecrets

'. Place of inspection which must be at the principal office of thecorporation or office of the stock and transfer agent

(. )ertified copies of the minutes approved BY the #$%*. +easonable regulations subject to inspection such as to time,

place, and proper purpose

- corporate deadlock transpires when the #$% are so dividedrespecting the management of the corporate affairs with theconsequence that the business cannot be carried on.

The law provides that, in case of a corporate deadlock, the /) ma&arbitrate the dispute upon a verified complaint b& an interested

stockholder.

!n case of a deadlock the /) ma& appoint a provisional director,who is a disinterested person, to take the place of a director and helpdecide on matters concerning the business operation.

The /) has the authorit& to intervene in order to protect the interest of ever& shareholder.

The right of ever& refusal, under the law, refers to the right of the

corporation and the stockholders wants to sell their shares of stocks,such sale must be offered first to the corporation and other stockholderson equal terms as other holders of original stocks. if the corporation andthe stockholders fail to e0ercise such right to purchase within the period,onl& then can a selling stockholder offer the sale to a third person.

- stock corporation ma& be voluntaril& dissolved b& e0press provisionof the law, that is, the termination of the corporate life as what ismandated b& law.

%e jure dissolution, which the corporation is dissolved b& judicialadjudication.



%e facto dissolution where a corporation is dissolved in law and infact, in case of insolvenc& ceasing of operation, goes on into liquidationprocess

- can bring an action to question the issuance of shares. e ma&bring a representative suit in his behalf and on behalf of other stockholder similarl& situated, and having a common cause against thecorporation.!t is a remed& provided and made available b& law for the protection of minorit& of the shareholders against the abuses of the officers anddirectors of the corporation.

The consideration of 3s share is the 4-!+ 5-67/ of his services.

The contention of -#) )orporation is bereft of merit.

The corporate life of -#) )orp., ceased to e0ist upon e0piration of termb& e0press provision of the law ruling that a corporation shall have acorporate e0istence for '8 &ears and renewable for another '8 &ears.

The corporation must be e0tinguished in its failure to renew for another term.

The doctrine of corporate opportunit& a director, b& virtue of hisoffice, acquires business interest or opportunities which should havebelonged to the corporation is liable to account and deliver the profits tothe corporation, even if own funds was used, unless the action wasratified b& the corporation.

!t includes dislo&alt& and watered stocks.

- stock corporation is intended to distribute dividends among itsshareholders, while in 9onstock )orporation no part of income is

distributable to its members as dividends

- stock corporation is formed purposel& for income, while a nonstockcorporation is formed and organi;ed b& charitable, religious, educationaland other similar purposes

- stock corporation consists of not less than five but not more thanfifteen #$%, while in a nonstock corporation, #$% e0ceeding 1' isallowed.

Corpo Final

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