Revised Corporation Code of the Philippines (Week 1, Part 2)

Introduction to Corporate Classifications00:00:03

The lecture opens with an overview of various classifications of corporations, including public vs. private, de jure vs. de facto, stock vs. non-stock, and domestic vs. foreign entities. It highlights the constitutional restriction that private corporations must be created under general law (RCCP) rather than special charters.

De Jure, De Facto, and Estoppel00:06:12

Explains the difference between de jure corporations (full compliance) and de facto corporations (substantial compliance). It also covers corporations by estoppel, where parties acting as a corporation without authority remain personally liable as general partners.

Close Corporations and Specialized Entities00:21:24

Defines a close corporation as having no more than 20 stockholders with transfer restrictions, often used for family businesses. It also touches upon One Person Corporations (OPC) and the components of corporate governance: promoters, incorporators, board of directors, and corporate officers.

Classifications of Shares00:35:39

Detailed breakdown of share types, including common vs. preferred shares, par vs. no-par value shares, founder shares, redeemable shares, and treasury shares. It emphasizes the requirement that each share type must have clearly defined rights, privileges, and restrictions.

Voting Rights and No-Par Value Rules00:54:30

Discusses voting requirements, noting that while some shares can be non-voting, there must always be a class of shares with complete voting rights. It also explains the restrictions on issuing no-par value shares for entities vested with public interest, such as banks and public utilities.

Redemption and Treasury Shares01:03:43

Covers the mechanisms for redeeming shares and the legal capital doctrine which protects creditors. The lecture concludes by defining treasury shares as stock re-acquired by the issuing corporation and its inability to vote or earn dividends.