BUSINESS LAW AND REGULATION
1.1 True, Educational corporation can be stock and non-stock corporation.
1.2 False, Educational institution must only have less than 15 trustees.
1.3 True, corporation sole may sole real property after approval of RTC.
1.4 True, indeed those requirements after submitted to SEC certains legality.
1.5 False, sole stockholder of OPC shall be sole director, president & secretary of the OPC.
1.6 True, BOD cannot establish committees with the absence of provision in by-laws.
1.7 True, yes, only who has at least 100 shares are qualified to be a directors to be valid.
1.8 True, yes, it can be a secretary-treasurer in a corporation.
1.9 True, yes, according to Sec 23 Election of Directors or Trustees.
1.10 True, Only the remaining period can be filled by assigned director/trustee.
2.1
• OPC is a separate distinct entity that is only liable up to the extent of corporate assets. While, Sole
proprietorship is a single owned business that is directly liable for the liabilities of his/her business.
• OPC is taxed like a regular corporation, income tax of corporation rate is 20-25% based on threshold
under Republic Act No. 11534. While, sole proprietorship can choose whether to be taxed by 8% of gross
sales provided that his/her gross revenues do not exceed the VAT threshold of ₱3,000,000 or OSD for
sole proprietorships is at 40% of its gross revenues/sales.
• In terms of succession, OPC can still continue its operation even if the owner dies, while sole
proprietorship has not.
• In terms of name and legality, OPC registration is submitted to SEC while, sole proprietorship is to be
registered at DTI.
• OPC and Sole proprietorship are forms of one-man organizations.
2.2
• One Person Corporation is natural person, a trust, or an estate may form a one-person corporation for
any legal purpose such as engaging in business, among others. This new legal entity works just like a
single proprietorship but with limited corporate liability. While, Regular stock corporation simply works
just as same as before only that few provisions were changed as removal of corporate term limit of 50
years, changes in capitalization requirement, and Other.
• Both OPC and Regular Stock Corp are having a limited liability,
3.1 Stock and Transfer book – official record of equity ownership, of stockholder status, and of those who
are entitled in vote in meetings
3.2 Stock transfer agent – work for the security issuer to record changes of ownership, maintain the
issuer's security holder records, cancel and issue certificates, and distribute dividends. Transfer agents are
usually banks or trust companies, but sometimes a company acts as its own transfer agent.
3.3 Constituent corporation – means a domestic or foreign corporation that is a party to a merger or
exchange.
3.4 Non-stock corporation – corporation which does not issue stock to its members and are created not to
profit but for the public good and welfare.
3.5 Provisional director – an impartial person who is neither a stockholder nor a creditor of the
corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any,
may be determined by the Commission.
4. Stock corporation is a type of corporation which mainly operates for the profit and stocks of the
shareholders while, Non-stock corporation is a corporation that do not have stockholders and operates for
the public goods and welfare.
5. A close corporation is one whose articles of incorporation provides that:
(a) all the corporation’s issued stock of all classes, exclusive of treasury shares, shall be held of record by
not more than a specified number of persons, not exceeding 20;
(b) all the issued stock of all classes shall be subject to one or more specified restrictions on transfer
permitted under Title XII of the Revised Corporation Code; and
(c) the corporation shall not list in any stock exchange or make any public offering of its stocks of any
class.
While, Regular corporation is just a typical corporation an artificial being created by operation of law,
having the right of succession and the powers, attributes and properties expressly authorized by law or
incident to its existence.
6. Stockholders' or members' meetings, whether regular or special, shall be held in the city or
municipality where the principal office of the corporation is located, and if practicable in the principal
office of the corporation. Regular meetings of stockholders or members shall be held annually on a date
fixed in the by-laws, or if not so fixed, on any date in April of every year as determined by the board of
directors or trustees. Special meetings of stockholders or members shall be held at any time deemed
necessary or as provided in the by-laws.
7. Regular meetings of the board of directors or trustees of every corporation shall be held monthly,
unless the by-laws provide otherwise. Special meetings of the board of directors or trustees may be held
at any time upon the call of the president or as provided in the by-laws. Meetings of directors or trustees
of corporations may be held anywhere in or outside of the Philippines, unless the by-laws provide
otherwise.
8. At each regular meeting of stockholders or members, the board of directors or trustees shall endeavor
to present to stockholders or members the following:
a) The minutes of the most recent regular meeting which shall include, among others:
(1) A description of the voting and vote tabulation procedures used in the previous meeting;
(2) A description of the opportunity given to stockholders or members to ask questions and a record of the
questions asked and answers given;
(3) The matters discussed and resolutions reached;
(4) A record of the voting results for each agenda item;
(5) A list of the directors or trustees, officers and stockholders or members who attended the meeting;
and
(6) Such other items that the Commission may require in the interest of good corporate governance and
the protection of minority stockholders.
b) A members’ list for nonstock corporations and, for stock corporations, material
information on the current stockholders, and their voting rights;
c) A detailed, descriptive, balanced and comprehensible assessment of the corporation’s performance,
which shall include information on any material change in the corporation’s business, strategy, and other
affairs;
d) A financial report for the preceding year, which shall include financial statements duly signed and
certified in accordance with this Code and the rules the Commission may prescribe, a statement on the
adequacy of the corporation’s internal controls or risk management systems, and a statement of all
external audit and non-audit fees;
e) An explanation of the dividend policy and the fact of payment of dividends or the reasons for
nonpayment thereof;
f) Director or trustee profiles which shall include, among others, their qualifications and relevant
experience, length of service in the corporation, trainings and continuing education attended, and their
board representations in other corporations;
g) A director or trustee attendance report, indicating the attendance of each director or trustee at each of
the meetings of the board and its committees and in regular or special stockholder meetings;
h) Appraisals and performance reports for the board and the criteria and procedure for assessment;
i) A director or trustee compensation report prepared in accordance with this Code and the rules the
Commission may prescribe;
j) Director disclosures on self-dealings and related party transactions; and/or
k) The profiles of directors nominated or seeking election or reelection.
9. The minimum set of officers in a corporation are composes of (a) a president, who must be a director;
(b) a treasurer, who must be a resident; (c) a secretary, who must be a citizen and resident of the
Philippines; and (d) such other officers as may be provided in the bylaws. If the corporation is vested with
public interest, the board shall also elect a compliance officer. The same person may hold two (2) or more
positions concurrently, except that no one shall act as president and secretary or as president and treasurer
at the same time, unless otherwise allowed in this Code.