Labor Relations
CORPORATION CODE OF THE PHILIPPINES
Powers of the Corporation
CORPORATE POWERS UNDER THE CORPORATION CODE
1. • • • • • • • • • • • • 2. 3. Section 36 – General Powers and Capacity of the Corporation To sue and be sued in its corporate name Of succession by its corporate name for the period stated in the AOI and the COI To adopt and use a corporate seal To amend its AOI in accordance with the provisions of the Code For stock corp – to issue or sell stocks to subscribers and sell treasury stocks For non-stock corp – to admit members To acquire and convey property To acquire shares or securities To enter into mergers and consolidations with other corporations To contribute to charity To establish pension, retirement and other plans To act as a guarantor Section 37 – Power to extend or shorten corporate term Section 38 – Power to increase or decrease authorized capital stock; incur, create or increase bonded indebtedness 4. Section 39 – Power to deny pre-emptive right 5. Section 40 – Sale or other disposition of assets 6. Section 41 – Power to Acquire Own Shares 7. Section 42 – Power to invest corporate funds in another corporation or business, or for any other purpose 8. Section 43 – Power to declare dividends 9. Section 44 - Power to enter into a management contract 3
Concept of Power of Corporation
Ø Refers to the corporation’s capacity or right under its charter and laws to do certain things. Ø The power of a corporation is different from its primary franchise and secondary franchise
(a) Primary franchise – the right of a corporation to exist as an entity for the purpose of doing the things embraced within its powers (b) Secondary franchise - the right granted to an existing corporation to use public property for public use, but with private profit
Ø The power of a corporation is also different from its objects or business (stated in the Purpose provision).
• 1
• 12/11/12
Classification of corporate powers
EXPRESS
Powers of the Corporation
CORPORATE POWERS UNDER THE CORPORATION CODE
1. • • • • • • • • • • • • 2. 3. Section 36 – General Powers and Capacity of the Corporation To sue and be sued in its corporate name Of succession by its corporate name for the period stated in the AOI and the COI To adopt and use a corporate seal To amend its AOI in accordance with the provisions of the Code For stock corp – to issue or sell stocks to subscribers and sell treasury stocks For non-stock corp – to admit members To acquire and convey property To acquire shares or securities To enter into mergers and consolidations with other corporations To contribute to charity To establish pension, retirement and other plans To act as a guarantor Section 37 – Power to extend or shorten corporate term Section 38 – Power to increase or decrease authorized capital stock; incur, create or increase bonded indebtedness 4. Section 39 – Power to deny pre-emptive right 5. Section 40 – Sale or other disposition of assets 6. Section 41 – Power to Acquire Own Shares 7. Section 42 – Power to invest corporate funds in another corporation or business, or for any other purpose 8. Section 43 – Power to declare dividends 9. Section 44 - Power to enter into a management contract 3
Concept of Power of Corporation
Ø Refers to the corporation’s capacity or right under its charter and laws to do certain things. Ø The power of a corporation is different from its primary franchise and secondary franchise
(a) Primary franchise – the right of a corporation to exist as an entity for the purpose of doing the things embraced within its powers (b) Secondary franchise - the right granted to an existing corporation to use public property for public use, but with private profit
Ø The power of a corporation is also different from its objects or business (stated in the Purpose provision).
• 1
• 12/11/12
Classification of corporate powers
EXPRESS