Summary
Highlights
The video introduces the Revised Corporation Code of the Philippines, highlighting its effective date of February 23, 2019, and its purpose to adapt to modern times and ease of doing business. It addresses previous complaints about the difficulty of establishing business organizations, which led to the amendments in the old corporation code.
Section 2 of the Revised Corporation Code defines a corporation as 'an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incidental to its existence.' The speaker emphasizes that a corporation, like a partnership, is an artificial being or a 'juridical person' treated as a distinct legal entity.
The four main attributes of a corporation are discussed: it is an artificial being, created by operation of law, has the right of succession, and possesses authorized powers, attributes, and properties. Each attribute contributes to the corporation's unique legal standing.
The video explains the 'doctrine of corporate entity,' which means a corporation is a separate legal person distinct from its investors or incorporators. This allows the corporation to be liable for its own acts and contracts, and to sue or be sued independently of its stockholders. It also means stockholders are not co-owners of specific corporate properties.
The right of succession is detailed, emphasizing that a corporation's existence continues even with changes in its membership (stockholders). This contrasts with partnerships, where changes in membership can lead to dissolution. This attribute provides stability and continuity for the business.
The fourth attribute discusses the powers, attributes, and properties expressly authorized by law or incidental to a corporation's existence. As an artificial entity created by law, a corporation must act in accordance with the Revised Corporation Code. While the code outlines general powers, the articles of incorporation further define the specific business purposes and limits of a corporation's powers, which are approved by the Securities and Exchange Commission.