Revised Corporation Code (RA No. 11232) – Title VI – Meetings

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TITLE VI – MEETINGS Section 48. Kinds of Meetings. – Meetings of directors, trustees, stockholders, or members may be regular or special. Section 49. Regular and Special Meetings of Stockholders or Members. – Regular meetings of stockholders or members shall be held annually on a date fixed in the bylaws, or if not so fixed, on any date after April 15 of every year as determined by the board of directors or trustees: Provided, That written notice of regular meetings shall be sent to all stockholders or members of record at least twenty-one (21) days prior to the meeting, unless a different period is required in the bylaws, law, or regulation: Provided, further, That written notice of regular meetings may be sent to all stockholders or members of record through electronic mail or such other manner as the Commission shall allow under its guidelines. At each regular meeting of stockholders

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Revised Corporation Code (RA No. 11232) – Title V – Bylaws

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TITLE V – BYLAWS Section 45. Adoption of Bylaws. – For the adoption of bylaws by the corporation, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or at least a majority of the members in case of nonstock corporations, shall be necessary. The bylaws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the inspection of the stockholders or members during office hours. A copy thereof, duly certified by a majority of the directors or trustees and countersigned by the secretary of the corporation shall be filed with the Commission and attached to the original articles of incorporation. Notwithstanding the provisions of the preceding paragraph, bylaws may be adopted and filed prior to incorporation; in such case, by laws shall be approved and signed by all incorporators

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Revised Corporation Code (RA 11232) – Title IV – Powers of Corporations

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TITLE IV – POWERS OF CORPORATIONS Section 35. Corporate Powers and Capacity. – Every corporation incorporated under this Code has the power and capacity: (a) To sue and be sued in its corporate name; (b) To have perpetual existence unless the certificate of incorporation provides otherwise; (c) to adopt and use a corporate seal; (d) To amend its articles of incorporation in accordance with the provisions of this Code; (e) To adopt bylaws, not contrary to law, morals or public policy, and to amend or repeal the same in accordance with this Code; (f) In case of stock corporations, to issue or sell stocks to subscribers and to sell treasury stocks in accordance with the provisions of this Code; and to admit members to the corporation if it be a non-stock corporation; (g) To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage, and otherwise deal with such

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Revised Corporation Code (RA No. 11232) – Title III – Board of Directors Trustees and Officers

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TITLE III – BOARD OF DIRECTORS/ TRUSTEES AND OFFICERS Section 22. The Board of Directors or Trustees of a Corporation; Qualification and Term. – Unless otherwise provided in this Code, the board of directors or trustees shall exercise the corporate powers, conduct all business, and control all properties of the corporation. Directors shall be elected for a term of one (1) year from among the holders of stocks registered in the corporation’s books while trustee shall be elected for a term not exceeding three (3) years from among the members of the corporation. Each director and trustee shall hold office until the successor is elected and qualified. A director who ceases to own at least one (1) share of stock or a trustee who ceases to be a member of the corporation shall cease to be such. The board of the following corporations vested with public interest shall have independent

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Revised Corporation Code (RA No. 11232) – Title II – Incorporation and Organization of Private Corporations

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TITLE II – INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS Section 10. Number and Qualifications of Incorporators. Any person, partnership, association or corporation, singly or jointly with others but not more than fifteen (15) in number, may organize a corporation for any lawful purpose or purposes; Provided, That natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation unless otherwise provided under special laws. Incorporators who are natural persons must be of legal age. Each incorporator of stock corporation must own or be a subscriber to at least one (1) share of the capital stock. A corporation with a single stockholder is considered a One Person Corporation as described in Title XIII, Chapter III of this Code. Section 11. Corporate Term. – A corporation shall have perpetual existence unless its articles

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Revised Corporation Code R.A. No. 11232 – Title I – General Provisions

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TITLE I – GENERAL PROVISIONS DEFINITIONS AND CLASSIFICATIONS Section 1. Title of the Code. – This Code shall be known as the “Revised Corporation Code”. Section 2. Corporation Defined. – A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incidental to its existence. Section 3. Classes of Corporations. – Corporations formed or organized under this Code may be stock or nonstock corporations. Stock corporations are those which have for capital stock divided into shares and are authorized to distribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of shares held. All other corporations are nonstock corporations. Section 4. Corporations created by Special Laws or Charters. – Corporations created by special laws or charters shall be governed primarily by the provisions of the special law

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RA 8424: Title II, Chapter VII – Allowable Deductions

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Title II – Income Taxation, CHAPTER VII – Allowable Deductions SECTION 34.  Deductions from Gross Income. – Except for taxpayers earning compensation income arising from personal services rendered under an employer-employee relationship where no deductions shall be allowed under this Section other than under Subsection (M) hereof, in computing taxable income subject to income tax under Sections 24(A); 25(A); 26; 27(A), (B) and (C); and 28(A)(1), there shall be allowed the following deductions from gross income: (A) Expenses. – (1) Ordinary and Necessary Trade, Business or Professional Expenses. – (a) In General. – There shall be allowed as deduction from gross income all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on or which are directly attributable to, the development, management, operation and/or conduct of the trade, business or exercise of a profession, including: (b) Substantiation Requirements. – No deduction from gross income shall

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Permit to Use Accounting Softwares under RMC 10-2020

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Bureau of Internal Revenue (BIR) issued Revenue Memorandum Circular (RMC) No. 10-2020 on February 6, 2020 effective of fifteen (15) days after publication in the newspaper of general circulation.     The RMC is issued to suspend the requirement in the Philippines to secure a Permit to Use (PTU) for Computerized Accounting System (CAS) in Philippines and Computerized Books of Accounts (CBA) and/ or Components thereof for use of taxpayers in Philippines. The RMC allows to use the above, in the absence of PTU, but will be subject to compliance requirements. All taxpayers with pending PTU for CAS and CBS, are allowed to use such CAS and CBS, provided that the following will be submitted to the Technical Working Group (TWG) Secretariat at the Revenue District Office (RDO)/ Large Taxpayers (LT) Office where they registered. Duly accomplished and notarized Sworn Statement (Annex “A”) with attached Summary of System Description, Commercial Invoice Description, etc., signed

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2019 BAR EXAMINATIONS CRIMINAL LAW

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PART 1 A.1. Define/distinguish the following terms:       Mala in se and mala prohibita (2%)       Grave, less grave, and light felonies (3%)       Aberratio ictus, error in personae, and praeter intentionem (3%) A.2.  Mr. X has always been infatuated with Ms. Y. Scored by Ms. Y’s disregard for his feelings towards her, Mr. X came up with a plan to abduct Ms. Y in order to have carnal knowledge of her with the help of his buddies, A, B, and C.  On the day decided to carry out the plan, and while surreptitiously waiting for Ms. Y, C had a change of heart and left. This notwithstanding, Mr. X, A and B continued with the plan and abducted Ms. Y by forcefully taking her to a deserted house away from the city. There, Mr. X restrained Ms. Y’s arms, while A held her legs apart. B stood as a

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2019 BAR EXAMINATIONS MERCANTILE LAW

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PART I A.1. Define the following terms: Trust fund doctrine (2%) Unfair competition (2%) Insurable interest in property (2%) Splitting of deposits (2%) A.2. In May 2018, ABC Corp. entered into merchandising contract with terms and conditions were totally lopsided in favor of the counterparty, XYZ, Inc. As a result, ABC Corp. suffered tremendous financial losses. A year after, or in May 2019, Mr. X became a stockholder of ABC Corp. Learning about the circumstances surrounding the merchandising contract, Mr. X filed a derivative suit against ABC Corp.’s directors to claim damages on behalf of ABC Corp. due to their mismanagement.             (a) What is a derivative suit? (2%)             (b) Was Mr. X’s filing of a derivative suit proper? Explain. (3%) A.3 In June 2018, DEF Corp, sent notices to its stockholders informing them of the corporation’s issuance of new shares of stock. The notice included a reminder that,

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