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    Marisse Castaño
    Private corporations must exist under general law and may have a board of directors, officers, and stockholders. They are not required to have minimum authorized capital stock. A corporation exists by estoppel when articles of incorporation are not properly filed but the entity has attempted incorporation and assumed corporate powers. Directors continue in a holdover capacity if not reelected or replaced until successors take office.

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    Marisse Castaño
    37 views429 pages
    Private corporations must exist under general law and may have a board of directors, officers, and stockholders. They are not required to have minimum authorized capital stock. A corporation exists by estoppel when articles of incorporation are not properly filed but the entity has attempted incorporation and assumed corporate powers. Directors continue in a holdover capacity if not reelected or replaced until successors take office.

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    Private corporations must exist under general law and may have a board of directors, officers, and stockholders. They are not required to have minimum authorized capital stock. A corporation exists by estoppel when articles of incorporation are not properly filed but the entity has attempted incorporation and assumed corporate powers. Directors continue in a holdover capacity if not reelected or replaced until successors take office.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    37 views429 pages

    Untitled

    Uploaded by

    Marisse Castaño
    Private corporations must exist under general law and may have a board of directors, officers, and stockholders. They are not required to have minimum authorized capital stock. A corporation exists by estoppel when articles of incorporation are not properly filed but the entity has attempted incorporation and assumed corporate powers. Directors continue in a holdover capacity if not reelected or replaced until successors take office.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    of 429

    Private corp may exist only under a GENERAL LAW

    1. BOD
    2. OFFICERS
    3. STOCKHOLDERS
    No minimum authorized capital stock is required
    STOCK

    NON-STOCK
    Different
    It is for the state to determine

    An association of persons existing under a valid law under


    which it may be incoporated after having attempted in good
    faith to incorporate, and assuming corporate powers.

    HOWEVER, IF ARTICLES OF INCORP IS NOT FILED ON TIME, IT IS NOT A DE FACTO CORP. NO


    CORPORATION EXISTED AT ALL. AKA CORP BY ESTOPPEL
    Absence of incorporation. No corporation was created at all and
    no separate legal personality was created at all.

    Corp by Estoppel
    Example, in case Pandemic
    BOD - Stock Corp
    BOT - Non-stock Corp

    IF NOT AUTHORIZED = NOT BINDING


    Actual holding
    of office

    HOLDOVER
    CAPACITY
    One must be appointed by the BOD
    to become the Director
    Requisites for the election of the directors/trustees to be valid
    Grounds or Causes of Vacancy in BOD/BOT
    Ultra vires - acting beyond authority
    The 3-year rule applies Only to the extension,
    Not to the shortening
    sec.42 Power to Declare Dividends
    number of shares & par value

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