The OPC, like an ordinary corporation, is a juridical entity with personality separate and distinct from that of the single stockholder...
The law requires the OPC to designate a nominee and an alternate nominee who, in the event of the single stockholder’s death or incapacity, shall take the place of the single stockholder...
The phrase “doing business” shall include soliciting orders, service contracts, opening offices, whether called “liaison” offices or branches; appointing representatives or distributors domiciled in the Philippines...
Until and unless the transfer of the shares of stock is duly recorded in the stock and transfer book of the corporation, it is not binding upon the corporation.
if the right is to be denied, the burden of proof is upon the corporation to show that the purpose of the shareholder is improper, by way of defense...
Both the Securities Regulation Code and the Revised Corporation Code require the election of independent directors in specified instances...
An individual stockholder may be permitted to institute a derivative suit in behalf of the corporation in order to protect or vindicate corporate rights whenever the officials of the corporation refuse to sue...
The collection case instituted by creditor against the principal debtor and its surety may proceed despite a stay order...
The separate personality of a corporation is merely a fiction of law created for convenience which may be pierced or disregarded to promote the ends of justice...
The Supreme Court laid down the exceptions to the Nell Doctrine, in which instances, the transferee shall assume the liabilities of the transferor corporation...
Generally where one corporation sells or otherwise transfers all of its assets to another corporation, the latter is not liable for the debts and liabilities of the transferor...
The Nell Doctrine states the general rule that the transfer of all the assets of a corporation to another shall not render the latter liable to the liabilities of the transferor...
Section 50 of the Corporation Code and the by-laws of GCI only require the sending/mailing of the notice of a stockholders' meeting to the stockholders of the corporation. Sending/mailing is different from filing or service under the Rules of Court...
The purpose of the business-enterprise transfer is to protect the creditors of the business by allowing them a remedy against the new owner...
The time during which the corporation, through its own officers, may conduct the liquidation of its assets and sue and be sued as a corporation is limited to three years from the time the period of dissolution commences...