Corporations

Corporation Course OutlineCorporationDefinition : It is an artificial being created by operating room of law having the right of succession , and the powers , attributes and properties expressly authorized by law and incident to its d intumesceenceFormalitiesAll potfuls must have articles of in sens in any official languages duly signed and acknowledged by all of the incorporators containing substantially the matters like the name of the deal , the precise purposes for which the club is being interconnectedd , the place where the principal division of the corporation is being located , the term for which the corporation is to exist , the number of coachs , and such matters as are not at variance(p) with law and which the incorporators may deem necessary and convenientDe Jure vs . De F serveoDe Jure Corporation is a corporation formed with all of the requirements of law . De F influenceo Corporation is a corporation defectively formed from a bona fide attempt to incorporate under existing laws , and which exercises corporate powers . Where a private corporation is created under a special law , there is no attempt at a valid incorporation . such(prenominal) corporation cannot claim a de facto statusPromotersPromoters are those people who , for themselves or on behalf of others , organize a corporation . Promoters must act in good faith with all its transactions and act in a fiduciary relationship to the proposed companyCorporate PowersThe powers of corporation accommodate personality distinct from persons composing it , having perpetual succession , cogency to acquire properties , contracting obligations , and bringing of suits or cases and as well as receipt and enjoyment in common of privileges and immunities .Ultra Vires TransactionsAn extremist vires act is an act done by a corporation outside of the express and implied powers vested in it by its charter and by the law .

An example is a merchandise corporation good-natured in the buying and selling of real estatePowers , Duties and Liabilities of Officers and DirectorsThere are troika officers of a corporation . These are the president , the secretary , and the treasurer . However , the law does not limit corporate officers to these triplet . The President must be a director and his functions mainly involve the implementation of board resolutions and policies . The treasurer may or may not be a director of the corporation . His principal function involves the custody of funds and other properties of the corporation . The secretary need not be a director but must be a resident and a citizen of the Philippines . It is the corporate secretary s obligation to register valid transfers of stocks in accordance with law . A director stands in a fiduciary relation to the corporation and its stockholders . Personal civil indebtedness can be to a director who assents to a apparently unlawful act of the corporation , for bad faith or gross negligence and for conflict of interest resulting in regaining to the corporation and its stockholders .Allocation of Power between Directors and ShareholdersRegular meetings of stockholders or members must be held on the time specified by the law or...If you indispensability to get a full essay, order it on our website: Orderessay

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