X is a Filipino immigrant residing in Sacramento, California. Y is a Filipino residing in Quezon City, Philippines. Z is a resident alien residing in Makati City. GGG Corporation is a domestic corporation – 40% owned by foreigners and 60% owned by Filipinos, with T as authorized representative. CCC Corporation is a foreign corporation registered with the Philippine Securities and Exchange Commission. KKK Corporation is a domestic corporation (100%) Filipino owned. S is a Filipino, 16 years of age, arid the daughter of Y.
Who can be incorporators? Who can be subscribers? (2%)
What are the differences between an incorporator and a subscriber, if there are any? (2%)
Who are qualified to become members of the board of directors of the corporation? (2%)
Who are qualified to act as Treasurer of the company? (2%)
Who can be appointed Corporate Secretary? (2%)
Suggested answer only. Not an official answer and not legal advice.
X, Y, Z, GGG, CCC, and KKK can incorporate and subscribe, but minor S can only subscribe; incorporators sign articles, unlike subscribers; X, Y, Z, and T can be directors; Y, Z, and T can be Treasurer; and Y can
Unlock the full Commercial and Tax Law answers365 days of full access. GCash, Maya and card accepted.
This is not an official scoring system and carries no weight with the Supreme Court or any bar review provider. It measures how much of the suggested answer's wording your response covers, not whether your reasoning is correct. For practice only.
Quick check
Who among the following is qualified to be an incorporator of a domestic corporation under R.A. 11232?
Under Section 10 of R.A. 11232, both natural persons of legal age and juridical entities can be incorporators.
What is a primary legal distinction between an incorporator and a subscriber under the Revised Corporation Code?
Incorporators are required to execute and sign the articles of incorporation, unlike ordinary subscribers.
Under Section 22 of R.A. 11232, who is qualified to be elected as a member of the board of directors?
Directors must be natural persons who own at least one share of stock registered in their name.
What are the mandatory statutory qualifications for a Corporate Secretary under Section 24 of R.A. 11232?
Choices available with full access.
Which statutory requirement applies to the Corporate Treasurer under Section 24 of the Revised Corporation Code?
Choices available with full access.
Learn more about these topics
1. Incorporators vs Subscribers
Under Section 10 of the Revised Corporation Code (Republic Act Number 11232), any person, partnership, association, or corporation, singly or jointly with others but not more than fifteen in number, may organize a corporation. Incorporators must be of legal age if natural persons, and must sign and acknowledge the articles of incorporation. In contrast, subscribers are persons who agree to take and pay for unissued shares of stock. While all incorporators are originally subscribers, not all subscribers are incorporators, as subscribers do not sign the charter and may include minors represented by legal guardians.
2. Director Eligibility Rules
Under Section 22 of the Revised Corporation Code (Republic Act Number 11232), a director must be a natural person of legal age who owns at least one share of the capital stock of the corporation registered in their name on the corporate books. A juridical entity such as a domestic or foreign corporation cannot directly serve as a director, though it may designate a natural person as its authorized representative to hold a qualifying share and sit on the board. Residency and citizenship requirements for directors are no longer mandatory unless provided by special laws.
3. Corporate Officer Qualifications
Under Section 24 of the Revised Corporation Code (Republic Act Number 11232), the board of directors must elect the corporate officers. The Corporate Secretary must be a citizen and resident of the Philippines. The Treasurer must be a resident of the Philippines and may be required to post a bond. Neither officer may hold the position of President concurrently. While a director may serve as Treasurer, a non-resident cannot be Treasurer, and a non-citizen or non-resident cannot serve as Corporate Secretary under Philippine law.