YES. A corporation may enter into a joint venture with another where the nature of that venture is in line with the business authorized by its charter. (Tuason v. Bolanos, G.R. No. L- 4935, May 28, 1954) However, inasmuch as the term ‘joint venture’ has no precise legal definition, it may take various forms. It could take the form of a simple pooling of resources (not involving incorporation) between two or more corporations for a specific project, purpose or undertaking, or for a limited time. It may involve the creation of a more formal structure, and, hence, the formation of a corporation. What is prohibited by law is the creation of a partnership between corporations but not the creation of a joint venture.
Section 16, Article XII of the 1987 Constitution states “The Congress shall not, except by general law, provide for the formation, organization, or regulation of private corporations.” The same provision is contained in Section 7, Article XIV of the 1935 Constitution and Section 4, Article XIV of the 1973 Constitution.
YES. NPC is a government owned and controlled corporation created by a special charter. Its charter allows the composition of its board of directors to be reduced. The prohibition only applies to private corporations. As clearly enunciated in Article XII, Sec.16: Congress shall not, except by general law, provide for the formation, organization, or regulation of private corporations. The general law creating private corporations is governed by Batas Pambansa Blg.68 otherwise known as the Corporation Code of the Philippines where the number of directors of trustees shall not be less than five nor more than fifteen. Since NPC is not governed by the Corporation Code, the standard number of directors is not required.
“XY” is a stock corporation because it is organized as a stock corporation and there is no prohibition in its Articles of Incorporation or in its by-laws for it to declare dividends. When a corporation is organized as a stock corporation and its Articles of Incorporation or By-Laws are silent, the corporation is deemed to have the power to declare dividends under Section 43. Since it has the power to declare dividends, “XY” is a stock corporation.
The provision in its Articles of Incorporation that at dissolution the assets of the corporation shall be given to a charitable corporation does not prohibit the corporation from declaring dividends before dissolution.
YES, it is a considered a Philippine national as long as it is registered as doing business in the Philippines under the Corporation Code. (Sec. 1 of RA 7042, as amended by Sec. 1 of RA 8179)
Under the control test of corporate nationality, this foreign corporation is of Filipino Nationality. Where there are grounds for piercing the veil of corporate entity, that is, disregarding the fiction, the corporation will follow the nationality of the controlling members or stockholders, since the corporation will then be considered as one and the same.
The action may prosper against GOM Corporation but definitely not against Richard. Richard has a legal personality separate and distinct from that of GOM Corporation. If he signed the contract to sell, he did so as the President and General Manager of GOM Corporation and not in his personal capacity. Mere ownership by Richard of 90% of the capital stock of GOM Corporation is not of itself sufficient ground to disregard his separate legal personality absent a showing, for example, that he acted maliciously or in bad faith.
NO. As a general rule, the stockholders or the managers cannot be held solidarily liable for the obligations incurred by the corporation. The corporation has a separate and distinct personality from that of the stockholders and managers. The latter are presumed to be acting in good faith in continuing the operation of the corporation. The obligations incurred by the corporation are those of the corporation which alone is liable therefor. However, when the corporation is already insolvent, the directors and officers become trustees of the business and assets of the corporation for the benefit of the creditors and are liable for negligence or mismanagement.
YES, the suit will prosper against Marulas. It is the one renting the office and store space, as lessee, from the owner of the building, X, as lessor. But the suit against Y will not prosper. Y, as president and general manager, and also stockholder of Marulas Creative Technology, Inc., has a legal personality separate and distinct from that of the corporation and not that of its officers and stockholders who are not liable for corporate liabilities.
NO. The contention of S is not valid. The Ford Expedition is owned by the corporation. The corporation has a legal personality separate and distinct from that of its stockholder. What the corporation owns is its own property and not property of any stockholder even how substantial the equity shares that stockholder owns.
