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    Historical Background

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    Rache Gutierrez
    The document summarizes the history and development of corporation law in the Philippines. It notes that the first corporation statute from 1906 introduced the American corporation to the Philippines. Subsequent laws in 1930 and 1980 further developed corporation statutes, adopting corporate doctrines from case law and expressing principles in statutory language. The current Corporation Code from 1980 remains in effect, though a new code has been proposed after 30 years to update the law for changing business needs. Philippine corporate law continues to evolve from its common law origins in the U.S. system through both statutes and jurisprudence.

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    Historical Background

    Uploaded by

    Rache Gutierrez
    106 views2 pages
    The document summarizes the history and development of corporation law in the Philippines. It notes that the first corporation statute from 1906 introduced the American corporation to the Philippines. Subsequent laws in 1930 and 1980 further developed corporation statutes, adopting corporate doctrines from case law and expressing principles in statutory language. The current Corporation Code from 1980 remains in effect, though a new code has been proposed after 30 years to update the law for changing business needs. Philippine corporate law continues to evolve from its common law origins in the U.S. system through both statutes and jurisprudence.

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    Corporation Law Reviewer based on Dean Cesar Villanueva's Syllabus and Book

    Original Title

    1. Historical Background

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    The document summarizes the history and development of corporation law in the Philippines. It notes that the first corporation statute from 1906 introduced the American corporation to the Philippines. Subsequent laws in 1930 and 1980 further developed corporation statutes, adopting corporate doctrines from case law and expressing principles in statutory language. The current Corporation Code from 1980 remains in effect, though a new code has been proposed after 30 years to update the law for changing business needs. Philippine corporate law continues to evolve from its common law origins in the U.S. system through both statutes and jurisprudence.

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    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    106 views2 pages

    Historical Background

    Uploaded by

    Rache Gutierrez
    The document summarizes the history and development of corporation law in the Philippines. It notes that the first corporation statute from 1906 introduced the American corporation to the Philippines. Subsequent laws in 1930 and 1980 further developed corporation statutes, adopting corporate doctrines from case law and expressing principles in statutory language. The current Corporation Code from 1980 remains in effect, though a new code has been proposed after 30 years to update the law for changing business needs. Philippine corporate law continues to evolve from its common law origins in the U.S. system through both statutes and jurisprudence.

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    CORPORATION

    LAW REVIEWER (2013-2014)

    ATTY. JOSE MARIA G. HOFILEA

    HISTORICAL BACKGROUND

    The corporate form has been around for around 100 years and
    has established a manner in which business has been conducted
    that makes it an attractive medium.


    I. Philippine Corporate Law 1 A-sort-of codification of American


    III. The Corporation Code (Batas Pambansa Bilang 68)

    Why Drawn: When attention was drawn to the fact that there
    was no entity in Spanish law corresponding to the notion of the
    American corporation, the Philippine Commission enacted the
    Purpose: To introduce the American corporation in the
    Philippines as the standard commercial entity and to hasten the
    day when the sociedad annima of the Spanish law would be
    obsolete. The statute is a sort of codification of American
    Corporate Law. Harden v. Benguet Consolidated Mining, 58
    Phil. 141 (1933).

    When the Americans came over, they noted that whatever was
    in place at that time were unfamiliar with them. As such, they
    caused the adoption of the first corporation law.

    effective on 1 April 1906.


    1

    The whole body of statutory and jurisprudential rules pertaining to


    corporations is referred to as "Corporate Law" to differentiate it from the old
    statute known as "The Corporation Law," or Act No. 1459.

    As of date, the Securities and Exchange Commission (SEC) has


    proposed that a new Corporation Code be adopted since it has
    been 30 years since B.P. Blg. 68 has been implemented.

    Although we have a Corporation Code that provides for


    statutory principles, since Philippine Corporate Law comes from
    the U.S. common law system, Philippine Corporate Law is
    essentially, and continues to be, a common law system and
    subject to developments in commercial developments, much of
    which can be expected to happen in the world of commerce,
    and some expressed jurisprudential rules that try to apply and

    The first corporate statute, the 1906 Corporation Law became

    Provided for a chapter on close corporations.2


    IV. Proper Treatment of Philippine Corporate Law


    II. The Corporation Law (Act No. 1459)

    The current Corporation Code of the Philippines took effect on 1


    May 1980,
    o Adopting various corporate doctrines enunciated by the
    Supreme Court under the old Corporation Law;
    o Clarified the obligations of corporate directors and
    officers;
    o Expressed in statutory language established principles
    and doctrines; and

    Corporation Law (Act No. 1459).

    It had piece-meal amendments during its 74-year history, but


    became antiquated and not adapted to the changing times.

    Corporate Law

    A little more detailed in certain aspect. This is very


    similar to the later law B.P. Blg. 68

    Corporation Code applies even to corporations organized under the old


    Corporation Law. Castillo v. Balinghasay, 440 SCRA 442 (2004).


    NOTES BY RACHELLE ANNE GUTIERREZ (UPDATED APRIL 3, 2014)

    CORPORATION LAW REVIEWER (2013-2014)



    adopt corporate principles into the changing concepts and
    mechanism of the commercial world.


    NOTES BY RACHELLE ANNE GUTIERREZ (UPDATED APRIL 3, 2014)

    ATTY. JOSE MARIA G. HOFILEA

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