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Revised Corporation Code
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Revised Corporation Code

FAO - One Person Corporation
Legal Sheets

Frequently Asked Questions About One Person Corporation (Part 3)

The OPC, like an ordinary corporation, is a juridical entity with personality separate and distinct from that of the single stockholder...
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One Person Corporation - Frequently Asked Questions
Legal Sheets

Frequently Asked Questions About One Person Corporation (Part 2)

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...
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One Person Corporation - FAQ
Legal Sheets

Frequently Asked Questions About One Person Corporation (Part 1)

A One Person Corporation is a corporation with a single stockholder, who can only be a natural person, trust or estate...
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Separation Pay of Employees in Merger
Legal Sheets

On Merger and Award of Separation Pay to Employees of Absorbed Corporation

The employment contracts are deemed to subsist and continue by the combined operation of the Corporation Code and the Labor Code under the backdrop of the labor and social justice provisions of the Constitution...
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Transfer of Shares of Stock
Legal Sheets

On Stock and Transfer Book and the Remedy of Mandamus

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.
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Right to Inspect Corporate Books
Legal Sheets

On the Right of a Stockholder to Inspect Corporate Books and Records

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...
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Independent Directors
Legal Sheets

On Independent Directors

Both the Securities Regulation Code and the Revised Corporation Code require the election of independent directors in specified instances...
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Derivative Suits
Legal Sheets

On Derivative Suit and Its Requisites

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...
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Piercing the veil of corporate fiction
Legal Sheets

On Piercing the Veil of Corporate Fiction – Arco Pulp and Paper versus Cupertino Realty

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...
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Notice - Stockholders Meeting
Legal Sheets

Validity of Notice of Stockholders’ Meeting Not Affected By Date of Receipt

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...
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Capacity to sue
Legal Sheets

Capacity to Sue of Dissolved Corporation

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...
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