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     A corporation generally cannot purchase its own shares because to do so would be violative of the “trust funds” doctrine. The capital stocks are deemed “trust funds” to be held unimpaired for the benefit of creditors and such would also mean that a stockholder cannot demand payment of his equity investment. There is no debtor-creditor relationship between the corporation and its stockholders.      What is then the remedy of a stockholder who desires to exit from the corporation because he disagrees with its decisions? In big corporations whose stocks are actively traded ...

Corporations can sue only by and through the authority of its board of directors. The stockholders, who are the owners, by law and necessity, are deemed to have turned over the complete management of the enterprise to their representatives who are called directors. If these directors, by default, unwillingness or breach of loyalty, do not take any action to protect the corporation from ultra vires or injurious acts, a stockholder, as an exception, can initiate legal action under the principle of derivative suits. A derivative suit is defined as one brought by one or more stockholders in the n...

Ultra vires, as used in corporate law, is not synonymous with an act being null and void. It is a Latin phrase (“beyond the powers”) describing an act which requires legal authority but which is done without it (Wikipedia). The Revised Corporation Code (Sec. 44) describes it as an act performed by a corporation “other than those conferred by this Code or by its articles of incorporation and except as necessary or incidental to the exercise of the powers conferred.”   There are two types of ultra vires acts: the first are those which are contrary to law and are, therefore, void; and ...

EXPLANATION OF AGENDA ITEMS Call to Order. – The Chairman will formally open the meeting at approximately 2:00 o’clock in the afternoon. Certification of Notice and Quorum. – The Corporate Secretary will certify that copies of the Notice of Annual Stockholders Meeting containing the Agenda was duly sent to stockholders and published. The Corporate Secretary will then certify that a quorum exists for the transaction of business. Approval of the Minutes of the previous Annual Stockholders’ Meeting. – The Minutes of the Annual Meeting held on July 29, 2020 will be approved by the stock...

The Securities and Exchange Commission (SEC) is supporting moves to amend Republic Act No. 1405, or the Secrecy of Bank Deposits Law, to reinforce the country’s fight against money laundering, terrorist financing, tax evasion and other financial crimes. The amendments put forward under House Bill N