Article 17p. 17

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

"Bank" includes any person or association of persons

carrying

on

the

business

of

banking,

whether

incorporated or not;

"Bearer" means the person in possession of a bill or note

which is payable to bearer;

"Bill"

means

bill

of

exchange,

and

"note"

means

negotiable promissory note;

"Delivery"

means

transfer

of

possession,

actual

or

constructive, from one person to another;

"Holder" means the payee or indorsee of a bill or note,

who is in possession of it, or the bearer thereof;

"Indorsement"

means an indorsement completed by

delivery;

"Instrument" means negotiable instrument;

"Issue"

means

the

first

delivery

of

the

instrument,

complete in form, to a person who takes it as a holder;

"Person"

includes

a

body

of

persons,

whether

incorporated or not;

"Value" means valuable consideration;

"Written" includes printed, and "writing" includes print.

SECTION 192. Persons Primarily Liable on Instrument . —

The person "primarily" liable on an instrument is the

person who by the terms of the instrument is absolutely

required

to

pay

the

same.

All

other

parties

are

"secondarily" liable.

SECTION 193. Reasonable Time , What Constitutes . — In

determining

what

is

a

"reasonable

time"

or

an

"unreasonable time," regard is to be had to the nature of

the instrument, the usage of trade or business (if any)

with respect to such instruments, and the facts of the

particular case.

SECTION 194. Time , How Computed ; When Last Day

Falls on Holiday . — Where the day, or the last day, for

doing any act herein required or permitted to be done

falls on a Sunday or on a holiday, the act may be done on

the next succeeding secular or business day.

SECTION 195. Application of Act . — The provisions of this

Act do not apply to negotiable instruments made and

delivered prior to the taking effect hereof.

SECTION 196. Cases Not Provided for in Act . — Any case

not provided for in this Act shall be governed by the

provisions of existing legislation, or in default thereof, by

the rules of the law merchant.

SECTION 197. Repeals . — All Acts and laws and parts

thereof inconsistent with this Act are hereby repealed.

SECTION 198. Time When Act Takes Effect . — This Act

shall take effect ninety days after its publication in the

Official Gazette of the Philippine Islands shall have been

completed.

Enacted: February 3, 1911

(Negotiable Instruments Law, Act No. 2031, [February 3,

1911])

BP Blg 80 | The Corporation Code of the

Philippines

May 1, 1980

BATAS PAMBANSA BLG. 68

THE CORPORATION CODE OF THE PHILIPPINES

TITLE I General Provisions, Definitions and

Classifications

SECTION 1. Title of the Code. — This Code shall be

known as "The Corporation Code of the Philippines." (n)

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 incident to its

existence. (2)

SECTION 3. Classes of Corporations . — Corporations

formed or organized under this Code may be stock or

non-stock corporations. Corporations which have 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 the shares held are

stock corporations. All other private corporations are

non-stock corporations. (3a)

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 or charter creating them or applicable to

them, supplemented by the provisions of this Code,

insofar as they are applicable. (n)

SECTION

5.

Corporators

and

Incorporators ,

Stockholders and Members . — Corporators are those

who compose a corporation, whether as stockholders or

as members. Incorporators are those stockholders or

members mentioned in the articles of incorporation as

originally forming and composing the corporation and

who are signatories thereof.

Corporators

in

a

stock

corporation

are

called

stockholders or shareholders. Corporators in a non-stock

corporation are called members. (4a)

SECTION 6. Classification of Shares . — The shares of

stock of stock corporations may be divided into classes or

series of shares, or both, any of which classes or series of

shares may have such rights, privileges or restrictions as

may be stated in the articles of incorporation: Provided ,

That no share may be deprived of voting rights except

those classified and issued as "preferred" or "redeemable"

shares, unless otherwise provided in this Code: Provided ,

further , That there shall always be a class or series of

shares which have complete voting rights. Any or all of

the shares or series of shares may have a par value or

have no par value as may be provided for in the articles of

incorporation:

Provided ,

however ,

That

banks,

trust

companies, insurance companies, public utilities, and

building and loan associations shall not be permitted to

issue no-par value shares of stock.

Preferred shares of stock issued by any corporation

may be given preference in the distribution of the assets

of the corporation in case of liquidation and in the

distribution of dividends, or such other preferences as

may be stated in the articles of incorporation which are

not violative of the provisions of this Code: Provided , That

preferred shares of stock may be issued only with a stated

par value. The Board of Directors, where authorized in the

articles of incorporation, may fix the terms and conditions

of

preferred

shares

of

stock

or

any

series

thereof:

Provided ,

That

such

terms

and

conditions

shall

be

effective upon filing of a certificate thereof with the

Securities and Exchange Commission.

Shares of capital stock issued without par value shall

be deemed fully paid and non-assessable and the holder

of such shares shall not be liable to the corporation or to

its creditors in respect thereto: Provided , That shares

without par value may not be issued for a consideration

less than the value of five (P5.00) pesos per share:

Provided , further , That the entire consideration received

by the corporation for its no-par value shares shall be

treated

as

capital

and

shall

not

be

available

for

distribution as dividends.

A corporation may, furthermore, classify its shares for

the purpose of insuring compliance with constitutional or

legal requirements.

Except

as

otherwise

provided by the articles of

incorporation and stated in the certificate of stock, each

share shall be equal in all respects to every other share.

© Compiled by RGL

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