A corporation organized under the Corporation Code commences to have corporate existence and juridical personality and is deemed incorporated: (1%)
(A) from the date the application for incorporation is filed with the Securities and Exchange Commission (SEC)
(B) from the date the SEC issues a certificate of incorporation under its official seal
(C) thirty (30) days after the date the application for incorporation is filed with the SEC
(D) thirty (30) days after the datethe SEC issues a certificate of incorporation under its official seal
Suggested answer only. Not an official answer and not legal advice.
The correct answer is (B) from the date the SEC issues a certificate of incorporation under its official seal.
Under Section 19 of the Corporation Code (Section 18 of the Revised Corporation Code, RA 11232), a private corporation commences its corporate existence and juridical personality and is deemed incorporated from the date the Securities and Exchange Commission issues the certificate of incorporation under its official seal.
Here, corporate existence does not begin on the date of filing the application nor thirty days thereafter, but on the date the SEC issues the certificate of incorporation under its seal. Option (B) accurately reflects this statutory rule.
Therefore, option (B) is the correct answer.
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
When does a private corporation commence to have corporate existence and juridical personality under Section 18 of Republic Act Number 11232?
Corporate existence and juridical personality commence from the date the SEC issues the certificate of incorporation.
What is the legal effect of the issuance of a certificate of incorporation by the Securities and Exchange Commission?
Issuance of the certificate of incorporation officially confers separate juridical personality upon the corporation.
Can an entity acquire de jure corporate existence before the Securities and Exchange Commission issues its certificate of incorporation?
De jure corporate existence cannot commence prior to the issuance of the certificate of incorporation by the SEC.
Who possesses legal standing to collaterally attack the due incorporation of a de facto corporation in a private civil suit?
The due incorporation of a de facto corporation can only be inquired into directly by the State in a quo warranto proceeding.
Which primary statute governs corporate formation, issuance of certificates of incorporation, and corporate existence in the Philippines?
Republic Act Number 11232 is the Revised Corporation Code of the Philippines.
Learn more about these topics
1. Corporate Existence Commencement
Under Section 18 of the Revised Corporation Code of the Philippines (Republic Act Number 11232), a private corporation organized under the Code commences to have corporate existence and juridical personality only from the date the Securities and Exchange Commission issues the certificate of incorporation under its official seal. Prior to the issuance of the certificate of incorporation, the entity possesses no separate juridical personality in law, cannot acquire rights, and cannot incur binding corporate obligations as a de jure corporation.
2. Certificate of Incorporation
The issuance of the certificate of incorporation by the Securities and Exchange Commission serves as the conclusive legal act that brings a private corporation into entity existence. Unlike ordinary contracts that take effect upon mutual consent, corporate personality is a state-granted privilege created by legislative grant through the Commission's official regulatory act. The official seal on the certificate marks the exact legal moment when the corporation transitions from a pre-incorporation enterprise into a recognized legal person.
3. De Facto Corporation
Under Section 19 of the Revised Corporation Code, where there has been a bona fide attempt to organize a corporation in good faith under the law and an actual exercise of corporate powers, a de facto corporation exists. The due incorporation of any corporation claiming in good faith to be a corporation under this Code, and its right to exercise corporate powers, shall not be inquired into collaterally in any private suit to which such corporation may be a party, but only by the State.