Revised Corporation Code of the Philippines institutions, preneed, insurance and trust companies, non-

stock savings and loan associations (NSSLAs), pawnshops,

Batas Pambasa Bilang 68 – “The Corporation Code of the corporations engaged in money service business, and other
Philippines” financial intermediaries shall be approved by the Commission
Republic Act No. 11232 – “Revised Corporation Code of the unless accompanied by a favorable recommendation of the
Philippines” appropriate government agency.
Sec. 2. Corporation defined. – A corporation is an artificial IV. Corporation – ”the powers, attributes, and
being created by operation of law, having the right of properties expressly authorized by law or incidental to its
succession and the powers, attributes and properties existence”
expressly authorized by law or incidents to its existence.
I. Corporation as an “Artificial being” - The corporation is LIMITED.
- The State grants the corporation the concept of - What the corporation can do is limited.
personality. - The power is limited based on how it was
- It is a separate person. incorporated.
- The law is the one giving personhood to the (Concept of Limited Power)
corporations.
I. Corporation created by “operation of law” SEC. 3. Classes of Corporations. – Corporations formed or
(governs the creation)- Republic Act No. 11232 – “Revised organized under this Code may be stock or nonstock
Corporation Code of the Philippines” corporations. Stock corporations are those which have capital
- There has to be consent from the State; stock divided into shares and are authorized to distribute to
III. Corporation “having the right of succession” the holders of such shares, dividends, or allotments of the
surplus profits on the basis of the shares held. All other
- REGARDLESS of the status of the stockholders or corporations are nonstock corporations.
owners of the corporation, there is business continuity.
- Under the Revised Corporation Code, a corporation SEC. 4. Corporations Created by Special Laws or Charters. –
is deemed to exists perpetually. It has an indeterminate term Corporations created by special laws or charters shall be
or life. governed primarily by the provisions of the special law or
- Thus, even if the incorporators or stockholders charter creating them or applicable to them, supplemented
dies, the corporation can still continue to exist. by the provisions of this Code, insofar as they are applicable.
SEC. 11. Corporate Term. – A corporation shall have STOCK CORPORATIONS
perpetual existence unless its articles of incorporation  Primarily to make profits for its shareholders.
provides otherwise.  Profit is distributed to shareholders.
Corporations with certificates of incorporation NONSTOCK CORPORATIONS
issued prior to the effectivity of this Code, and which  Non-stock corporations may be formed or organized for
continue to exist, shall have perpetual existence, unless the charitable, religious, educational, professional, cultural,
corporation, upon a vote of its stockholders representing a fraternal, literary, scientific, social, civic services, or
majority of its outstanding capital stock, notifies the similar purposes like trade, industry, agricultural and like
Commission that it elects to retain its specific corporate term chambers, or any combination thereof, subject to the
pursuant to its articles of incorporation: Provided, That any special provisions of this Title governing particular
change in the corporate term under this section is without classes of non-stock corporations.
prejudice to the appraisal right of dissenting stockholders in  Whatever incidental profit made is not distributed
accordance with the provisions of this Code. among its members but it is used for furtherance of its
A corporate term for a specific period may be purpose. Articles of Incorporation or by-laws may
extended or shortened by amending the articles of provide for the distribution of its assets among its
incorporation: Provided, That no extension may be made members upon its dissolution. Before then, no profit
earlier than three (3) years prior to the original or subsequent may be made by members.
expiry date(s) unless there are justifiable reasons for an
earlier extension as may be determined by the Commission: I. In relation to the State
Provided, further, That such extension of the corporate term
shall take effect only on the day following the original or a. ) Private corporations – formed by private persons alone,
subsequent expiry date(s). by or with the State pursuant to a special charter or through
A corporation whose term has expired may apply for a general enabling act such as the Corporation Code;
a revival of its corporate existence, together with all the b.) Public corporations – formed or organized for the
rights and privileges under its certificate of incorporation and government of a portion of the state (barangay, municipality,
subject to all of its duties, debts and liabilities existing prior to city and province);
its revival. Upon approval by the Commission, the - Created for political purposes connected with the public
corporation shall be deemed revived and a certificate of good in the administration of the civil government.
revival of corporate existence shall be issued, giving it c.) Quasi-public corporation – A specie of private
perpetual existence, unless its application for revival provides corporations created by special law and required to render
otherwise. public service or supply public wants.
No application for revival of certificate of i.e. water district
incorporation of banks, banking and quasi- banking
d.) Government-owned and controlled corporations
(GOCCs) – Created under a special law or charter, or any
agency organized as a stock or non-stock corporations,
vested with functions relating to public needs whether
governmental or proprietary in nature, and owned by the
Government of the Republic of the Philippines directly or
through its instrumentalities either wholly or, where
applicable as in the case of stock corporations, to the extent
of at least a majority of its outstanding capital stock. (R.A.
10149)

I. As to place of incorporation

a.) Domestic corporation – one incorporated under

the laws of the Philippines;
b.) Foreign corporation – other than the laws of the
Philippines

III. As to legal status

a.) De jure corporation – Organized in accordance

with the requirements of the law;
b.) De Facto corporation – A corporation with same
flaws in its incorporation;
c.) Corporation by estoppel – It is a status acquired
by persons who assume to act as a corporation knowing it to
be without authority. Such persons shall be liable as general
partners for all debts, liabilities and damages incurred or
arising as a result thereof.

III. By prescription

There is only one – Religious corporation