GROUP PRESENTATION
Please divide yourselves into seven (7) groups. Each group will prepare a
PowerPoint or video presentation and report (in pdf) on how to start and operate a
business and corporation. It is up to the group to choose which type of business to
undertake.
The PowerPoint or video presentation will focus on the journey of the
business – from planning to incorporation, to operating the business, including how
the corporate directors/trustees and officers are elected/appointed/terminated and
their respective functions.
The contents of the report in pdf will focus on the legal bases of the
presentation, the procedures, processes, and reportorial requirements of starting
and operating a business and corporation. Include as reference this portion of the
syllabus:
III. ARTICLES OF INCORPORATION
1. Nature (Sec. 18, RCC)
2. Procedure and Documentary Requirements (Secs. 10, 11,
12, 13 and 14, 15, 16, 17, 18, 41, 50, RCC; SEC Memo
Circular No. 16-2020; SEC Guidelines on Incorporations –
SEC Memorandum Circular No. 16-2019; SEC Memorandum
Circular No. 13-2019, SEC Memo Circular No. 22-2020)
IV. BY-LAWS
1. Nature and Contents (Sec. 46, RCC)
2. Adoption Procedure (Secs. 45, 47, 161, RCC)
Cases:
1. Ching vs. Quezon City Sports Club, Inc., 807 SCRA 46
(2016)
2. Bernas vs. Cinco, 761 SCRA 104 (2015)
VIII. BOARD OF DIRECTORS/TRUSTEES & OFFICERS
(Section 174)
Section 22, RCC (Doctrine of Centralized Management)
1. Filipinas Port Services vs. Go, 518 SCRA 453 (2007)
Theories on Source of Board Power
Theory of State-Vested Powers
2. Toms vs. Rodriguez, 761 SCRA 679 (2015); 797 SCRA 60 (2016
Theory of Shareholder-Delegated Powers
3. Angeles vs. Santos, 64 Phil. 697 (1937)
Board Acting as a Body (Sec. 52)
4. Board of Liquidators vs. Heirs of Maximo M. Kalaw, 20 SCRA 987
(1967)
5. Safic Alcan & Cie vs. Imperial Vegetable Oil Co., 355 SCRA 559
(2001)
Business Judgment Rule
6. Montelibano vs. Bacolod-Murcia Milling Co., 5 SCRA 36 (1962)
Doctrine of Ratification or Estoppel (Art. 1910, Civil Code)
7. Lopez Realty, Inc. vs. Spoises Tanjangco, 739 SCRA 644 (2014)
Doctrine of Laches or Stale Demands
8. Woodchild Holdings, Inc. vs. Roxas Electric Constructions, Co., 436
SVRA 235 (2004)
Doctrine of Apparent Authority (Art. 1883, Civil Code)
9. Westmont Bank vs. Inland Construction and Dev. Corp., 582 SCRA
230 (2009)
10. Georg vs. Holy Trinity College, Inc., 797 SCRA 550 (2016)
11. Engineering Geoscience, Inc. vs. Philippine Savings Bank, 890
SCRA 199 (2019)
Management and other Corporate Officers (Section 24, RCC)
12. Colegio Medico-Farmaceutico de Filipinas, Inc. vs. Lim, 869 SCRA
298 (2018)
President
13. People's Air Cargo vs. Court of Appeals, 297 SCRA 170 (1998)
Vice-President
14. Lim vs. Moldex Land, Inc., 815 SCRA 619 (2017)
Corporate Secretary
Corporate Treasurer
Compliance Officer
Board Power to Appoint and Terminate Corporate Officers
Section 25, RCC
15.. Matling Industrial and Commercial Corp. vs. Coros, 633 SCRA 12
(2010)
16. De Rossi vs. NLRC, 314 SCRA 245 (1999)
17. Wesleyan University-Philippines vs. Maglaya, Sr., 815 SCRA 171
(2017)
Submit the report and PowerPoint/video presentation on or before 31 March
2023. Criteria: creativity, clarity, brevity, and precision.
