Corpo by The Syllabus
Corpo by The Syllabus
Corpo by The Syllabus
Sec. 6. Classification of shares. - or such other preferences as may be stated in the AOI
The shares of stock of stock corporations may be divided into - which are not violative of the provisions of this Code:
- classes or series of shares, or both,
Provided, That preferred shares of stock may be issued
- any of which classes or series of shares may have only with a stated par value.
such rights, privileges or restrictions as may be stated
in the AOI: The board of directors, where authorized in the AOI,
may fix the terms and conditions of preferred shares of
Provided, That no share may be deprived of voting rights stock or any series thereof:
except those classified and issued
as "preferred" or "redeemable" shares, Provided, that such terms and conditions shall be
effective upon the filing of a certificate thereof with the
unless otherwise provided in this Code: SEC.
business in accordance with this Code; and 8.
Shares of capital stock issued without par value Dissolution of the corporation.
- shall be deemed fully paid and non-assessable Except as provided in the immediately preceding paragraph, the
vote necessary to approve a particular corporate act as provided
- and the holder of such shares shall not be liable to the in this Code shall be deemed to refer only to stocks with voting
corporation or to its creditors in respect thereto: rights.
Sec. 7. Founders' shares. - Founders' shares classified as such
Provided; That shares without par value may not be in the articles of incorporation may be given certain rights and
issued for a consideration less than the value of privileges not enjoyed by the owners of other stocks, provided
P5.00 pesos per share: that where the exclusive right to vote and be voted for in the
election of directors is granted, it must be for a limited period not
Provided, further, That the entire consideration to exceed five (5) years subject to the approval of the Securities
received by the corporation for its no-par value shares and Exchange Commission. The five-year period shall commence
from the date of the aforesaid approval by the Securities and
shall be treated as capital Exchange Commission.
and shall not be available Sec. 8. Redeemable shares. - Redeemable shares may be
for distribution as dividends. issued by the corporation when expressly so provided in the
articles of incorporation. They may be purchased or taken up by
A corporation may, furthermore, classify its shares for the purpose the corporation upon the expiration of a fixed period, regardless
of insuring compliance with constitutional or legal requirements. of the existence of unrestricted retained earnings in the books of
the corporation, and upon such other terms and conditions as
Except as otherwise provided in the AOI and stated in the may be stated in the articles of incorporation, which terms and
certificate of stock, each share shall be equal in all respects to conditions must also be stated in the certificate of stock
every other share. representing said shares.
Sec. 9. Treasury shares. - Treasury shares are shares of stock
Where the articles of incorporation provide for non-voting shares which have been issued and fully paid for, but subsequently
in the cases allowed by this Code, the holders of such shares reacquired by the issuing corporation by purchase, redemption,
shall nevertheless be entitled to vote on the following matters: donation or through some other lawful means. Such shares may
1. Amendment of the articles of again be disposed of for a reasonable price fixed by the board of
incorporation; 2. Adoption and amendment of by- directors.
laws; 3. Sale, lease, exchange, mortgage, pledge
or other disposition of all or substantially all of the
corporate property; 4. Incurring, creating or
increasing bonded indebtedness; 5. Increase or
decrease of capital stock; 6. Merger or
consolidation of the corporation with another
corporation or other corporations; 7. Investment of
corporate funds in another corporation or