Incorporada" (Exhibit A) shows that it is to
G.R. No. L-15429 December 1, 1919
UY SIULIONG, MARIANO LIMJAP, GACU
UNG JIENG, EDILBERTO CALIXTO and UY
CHO YEE, petitioners,
vs.
THE DIRECTOR OF COMMERCE AND
INDUSTRY, respondent.
FACTS:
The purpose of this action is to obtain the
writ of mandamus to require the respondent
to file and register, upon the payment of the
lawful fee, articles of incorporation, and to
issue to the petitioners as the incorporators
of a certain corporation to be known as
"Siuliong y Compañia, Inc.,"
a certificate under the seal of the office of
said respondent, certifying that the articles
of incorporation have been duly filed and
registered in his office in accordance with the
law. That prior to the presentation of the
petition, petitioners associated together as
partners, which partnership was known as
"mercantil regular colectiva, under the name
of "Siuliong y Cia.;" Petitioners have been
members of said partnership of "Siuliong y
Cia.," desired to dissolve the partnership and
to form a corporation composed of the same
persons as incorporators, to be known as
"Siulong y Compañia, Incorporada;" That the
purpose of said corporation, "Siuliong y Cia.,
Inc.," is to acquire the business of the
partnership theretofore known as Siuliong &
Co., and to continue said business with
some of its objects or purposes; An
examination of the articles of incorporation
of the said "Siuliong y Compañia,
be organized for the purchase and sale,
importation and exportation, of the products
of the country as well as of foreign countries;
To discount promissory notes, bills of
exchange, and other negotiable instruments;
The purchase and sale of bills of exchange,
bonds, stocks, or joint account of mercantile
and industrial associations and of all classes
of mercantile documents; commissions,
consignments;"xxx.. The respondent
contends (a) that the proposed articles of
incorporation presented for file and registry
permitted the petitioners to engage in a
business which had for its end more than
one purpose; (b) that it permitted the
petitioners to engage in the banking
business, and (c) to deal in real estate, in
violation of the Act of Congress of July 1,
1902. The petitioners, insisted that said
proposed articles of incorporation do not
permit it to enter into the banking business
nor to engage in the purchase and sale of
real estate in violation of said Act of
Congress, expressly renounced in open
court their right to engage in such business
under their articles of incorporation, even
though said articles might be interpreted in
a way to authorize them to so to do.
ISSUE : Whether or not a corporation
organized for commercial purposes in the
Philippine Islands can be organized for more
than one purpose?
HELD: YES. Considering the purposes and
objects of the proposed articles of
incorporation which are enumerated, we are
of the opinion that it contains nothing which
violates in the slightest degree any of the
provisions of the laws of the Philippine
Islands, and the petitioners are, therefore,
entitled to have such articles of
incorporation filed and registered as prayed
for by them and to have issued to them
a certificate under the seal of the office of the
respondent, setting forth that such articles
of incorporation have been duly filed in his
office. (Sec. 11, Act No. 1459.)
Therefore, the petition prayed for is hereby
granted, and without any finding as to costs,
it is so ordered.
CLAVECILLA Radio System v. Hon.
Agustin Antillon
Facts:
1. New Cagayan Grocery (NECAGRO)
filed a complaint for damages
against Clavecilla Radio system.
They alleged that Clavecilla omitted
the word “NOT” in the letter
addressed to NECAGRO for
transmittal at Clavecilla Cagayan de
Oro Branch.
2. NECAGRO alleged that the omission
of the word “not” between the word
WASHED and AVAILABLE altered
the contents of the same causing
them to suffer from damages.
3. Clavecilla filed a motion to dismiss
on the ground of failure to state a
cause of action and improper venue.
4. City Judge of CDO denied the MTD.
Clavecilla filed a petition for
prohibition with preliminary
Injunction with the CFI praying that
the City Judge be enjoined from
further proceeding with the case
because of improper venue.
5. CFI – dismissed the case and held
that Clavecilla may be sued either in
Manila (principal office) or in CDO
(branch office).
6. Clavecilla appealed to the SC
contending that the suit against it
should be filed in Manila where it
holds its principal office.
Issue:
WON the present case against Clavecilla
should be filed in Manila where it holds
its principal office.
Held:
YES
It is clear that the case from damages is
based upon a written contract.
Under par. (b)(3) Sec. 1 Rule 4 of the New
Rules of Court, when an action is not upon
a written contract then the case should be
filed in the municipality where the
defendant or any of the defendant resides
or maybe served upon with summons.
In corpo. Law, the residence of the
corporation is the place where the principal
office is established. Since Clavecilla’s
principal office is in Manila, then the suit
against it may properly be file in the City of
Manila.
As stated in Evangelista v. Santos, the
laying of the venue of an action is not left to
plaintiff’s caprice because the matter is
regulated by the Rules of Court.
ASUNCION V YRIARTE
FACTS: The proposed incorporators began
an action in the CFI to compel the chief of
the division of archives to receive and
register said articles of incorporation and to
do any and all acts necessary for the
complete incorporation of the persons
named in the articles. The court below
found in favor of the defendant and refused
to order the registration of the articles
mentioned, maintaining and holding that
the defendant, under the Corporation Law,
had authority to determine both the
sufficiency of the form of the articles and
the legality of the object of the proposed
corporation. This appeal is taken from that
judgment
The chief of the division of archives, the
respondent, refused to file the articles of
incorporation, upon the ground that the
object of the corporation, as stated in the
articles, was not lawful and that, in
pursuance of section 6 of Act No. 1459,
they were not registerable.
Hence, this action to obtain a writ of
mandamus.
ISSUE: Whether or not the chief of the
division of archives has authority, under
the Corporation Law, on being presented
with articles of incorporation for
registration, to decide not only as to the
sufficiency of the form of the articles, but
also as to the lawfulness of the purposes of
the proposed corporation.
HELD: YES.
CORPORATION LAW; POWERS AND
DUTIES OF CHIEF OF DIVISION OF
ARCHIVES, EXECUTIVE BUREAU. — The
chief of the division of archives, for and on
behalf of the division, has authority under
the Corporation Law (Act No. 1459) to
determine the sufficiency of the form of
articles of incorporation offered for
registration with the division.
Section 6 of the Corporation Law reads in
part as follows:
“Five or more persons, not exceeding fifteen,
a majority of whom are residents of the
Philippine Islands, may form a private
corporation for any lawful purpose by filing
with the division of archives, patents,
copyrights, and trademarks of the Executive
Bureau articles of incorporation duly
executed and acknowledged before a notary
public, . . .”
Simply because the duties of an official
happen to be ministerial, it does not
necessarily follow that he may not, in
the administration of his office,
determine questions of law. We are of the
opinion that it is the duty of the division of
archives, when articles of incorporation are
presented for registration, to determine
whether the objects of the corporation as
expressed in the articles are lawful. We do
not believe that, simply because articles of
incorporation presented for registration are
perfect in form, the division of archives
must accept and register them and issue
the corresponding certificate of
incorporation no matter what the purpose
of the corporation may be as expressed in
the articles. The chief of the division of
archives, on behalf of the division, has also
the power and duty to determine from the
articles of incorporation presented for
registration the lawfulness of the purposes
of the proposed corporation and whether or
not those purposes bring the proposed
corporation within the purview of the law
authorizing corporations for given
purposes.
MANDAMUS TO COMPEL HIM TO
PERFORM DUTIES. — The duties of the
chief of the division of archives, so far as
relates to the registration of articles of
incorporation, are purely ministerial and
not discretional; and mandamus will lie to
compel him to perform his duties under the
Corporation Law if, in violation of law, he
refuse to perform them
On the contrary, there is no incompatibility
in holding, as we do hold, that his duties
are ministerial and that he has no authority
to exercise discretion in receiving and
registering articles of incorporation. He may
exercise judgment — that is, the judicial
function — in the determination of the
question of law referred to, but he may not
use discretion. The question whether or not
the objects of a proposed corporation are
lawful is one that can be decided one way
only. If he err in the determination of that
question and refuse to file articles which
should be filed under the law, that decision
is subject to review and correction and,
upon proper showing, he will be ordered to
file the articles.
Discretion, it may be said generally, is a
faculty conferred upon a court or other
official by which he may decide a
question either way and still be right.
The power conferred upon the division of
archives with respect to the registration
of articles of incorporation is not of that
character. It is of the same character as
the determination of a lawsuit by a court
upon the merits. It can be decided only
one way correctly.
Case Digest: Loyola Grand Villas
Homeowners (South) Association v. CA
LOYOLA GRAND VILLAS HOMEOWNERS
(SOUTH) ASSOCIATION, INC., petitioner,
vs. HON. COURT OF APPEALS, HOME
INSURANCE AND GUARANTY
CORPORATION, EMDEN ENCARNACION
and HORATIO AYCARDO, respondents.
G.R. No. 117188 August 7, 1997
ROMERO, J.:
Loyola Grand Villas Homeowners
Association, Inc. (LGVHAI) was organized
on 8 February 1983 as the homeoenwers'
association for Loyola Grand Villas. It was
also registered as the sole homeowners'
association in the said village with the
Home Financing Corporation (which
eventually became Home Insurance
Guarantee Corporation ["HIGC"]). However,
the association was not able file its
corporate by-laws.
The LGVHAI officers then tried to registered
its By-Laws in 1988, but they failed to do
so. They then discovered that there were
two other homeowners' organizations within
the subdivision - the Loyola Grand Villas
Homeowners (North) Association, Inc.
[North Association] and herein Petitioner
Loyola Grand Villas Homeowners (South)
Association, Inc.["South Association].
Upon inquiry by the LGVHAI to HIGC, it
was discovered that LGVHAI was dissolved
for its failure to submit its by-laws within
the period required by the Corporation
Code and for its non-user of corporate
charter because HIGC had not received any
report on the association's activities. These
paved the way for the formation of the
North and South Associations.
LGVHAI then lodged a complaint with HIGC
Hearing Officer Danilo Javier, and
questioned the revocation of its
registration. Hearing Officer Javier ruled in
favor of LGVHAI, revoking the registration
of the North and South Associations.
Petitioner South Association appealed the
ruling, contending that LGVHAI's failure to
file its by-laws within the period prescribed
by Section 46 of the Corporation Code
effectively automatically dissolved the
corporation. The Appeals Board of the HIGC
and the Court of Appeals both rejected the
contention of the Petitioner affirmed the
decision of Hearing Officer Javier.
Issue: W/N LGVHAI's failure to file its by-
laws within the period prescribed by
Section 46 of the Corporation Code had the
effect of automatically dissolving the said
corporation.
Ruling: No.
The pertinent provision of the Corporation
Code that is the focal point of controversy
in this case states:
Sec. 46. Adoption of by-laws. - Every
corporation formed under this Code, must
within one (1) month after receipt of official
notice of the issuance of its certificate of
incorporation by the Securities and
Exchange Commission, adopt a code of by-
laws for its government not inconsistent
with this Code.
Ordinarily, the word "must" connotes an
imposition of duty which must be enforced.
However, the word "must" in a statute, like
"shall," is not always imperative. It may be
consistent with an ecercise of discretion. If
the language of a statute, considered as a
whole with due regard to its nature and
object, reveals that the legislature intended
to use the words "shall" and "must" to be
directory, they should be given that
meaning.
The legislative deliberations of the
Corporation Code reveals that it was not
the intention of Congress to automatically
dissolve a corporation for failure to file the
By-Laws on time.
Moreover, By-Laws may be necessary to
govern the corporation, but By-Laws are
still subordinate to the Articles of
Incorporation and the Corporation Code. In
fact, there are cases where By-Laws are
unnecessary to the corporate existence and
to the valid exercise of corporate powers.
The Corporation Code does not expressly
provide for the effects of non-filing of By-
Laws. However, these have been rectified by
Section 6 of PD 902-A which provides that
SEC shall possess the power to suspend or
revoke, after proper notice and hearing, the
franchise or certificate of registration of
corporations upon failure to file By-Laws
within the required period.
This shows that there must be notice and
hearing before a corporation is dissolved for
failure to file its By-Laws. Even assuming
that the existence of a ground, the penalty
is not necessarily revocation, but may only
be suspension.
By-Laws are indispensable to corporations,
since they are required by law for an orderly
management of corporations. However,
failure to file them within the period
prescribed does not equate to the automatic
dissolution of a corporation.
Case Digest: Peña v. CA
ROSITA PEÑA petitioner, vs. THE COURT
OF APPEALS, SPOUSES RISING T. YAP
and CATALINA YAP, PAMPANGA BUS CO.,
INC., JESUS DOMINGO, JOAQUIN
BRIONES, SALVADOR BERNARDEZ,
MARCELINO ENRIQUEZ and EDGARDO A.
ZABAT, respondents.
G.R. No. 91478 February 7, 1991
GANCAYCO, J.:
Antecedents facts:
PAMPANGA BUS CO., INC. (PAMBUSCO) is
the owner of the three lots in dispute.
PAMBUSCO mortgaged the lots to the
Development Bank of the Philippines (DBP),
which were later on foreclosed.
Rosita Peña was awarded the lots in a
foreclosure sale for being the highest
bidder. The certificate of sale was later
issued to her and registered in her name.
Subsequently, the Board of Directors of
PAMBUSCO, through three out of its five
directors, issued a resolution to assign its
right of redemption over the lots in favor of
any interested party. The right of
redemption was later on assigned to
Marcelino Enriquez, who redeemed the
property.
Enriquez then sold the lots to spouses
Rising T. Yap and Catalina Lugue-Yap.
Meanwhile, a case involving the validity of
the sale to the spouses Yap was pending,
and despite the protestations of Peña as to
validity of the PAMBUSCO's assignment of
the right of redemption, the lots were
somehow registered in the name of spouses
Yap. Despite the registration of the lots to
spouses Yap, Peña retained possession of
the property.
Main Case:
Spouses Yap sought to recover the
possession of the lots from Peña. The latter
countered that she is now the legitimate
owner of the subject lands for having
purchased the same in a foreclosure
proceeding instituted by the DBP against
PAMBUSCO and no valid redemption
having been effected within the period
provided by law.
The defense was that since the deed of
assignment executed by PAMBUSCO in
favor of Enriquez was void ab initio for
being an ultra vires act of its board of
directors and for being without any
valuable consideration, it could not have
had any legal effect.
(It should be noted that the by-laws of
PAMBUSCO provide that four out of five
directors must be present in a special
meeting of the board to constitute a
quorum, and that the corporation has
already ceased to operate.)
CFI ruled in favor of Petitioner Peña, but
the same was overturned by the CA.
Issue: W/N there Peña is entitled to the
lots.
Ruling: Yes.
The by-laws of a corporation are its own
private laws which substantially have the
same effect as the laws of the corporation.
They are in effect, written, into the charter.
In this sense they become part of the
fundamental law of the corporation with
which the corporation and its directors and
officers must comply.
Apparently, only three (3) out of five (5)
members of the board of directors of
respondent PAMBUSCO convened by virtue
of a prior notice of a special meeting. There
was no quorum to validly transact business
since it is required under its by-laws that at
least four (4) members must be present to
constitute a quorum in a special meeting of
the board of directors.
Under Section 25 of the Corporation Code
of the Philippines, the articles of
incorporation or by-laws of the corporation
may fix a greater number than the majority
of the number of board members to
constitute the quorum necessary for the
valid transaction of business. Any number
less than the number provided in the
articles or by-laws therein cannot
constitute a quorum and any act therein
would not bind the corporation; all that the
attending directors could do is to adjourn.
Moreover, the records show that respondent
PAMBUSCO ceased to operate for about 25
years prior to the board meeting. Being a
dormant corporation for several years, it
was highly irregular, for a group of three (3)
individuals representing themselves to be
the directors of respondent PAMBUSCO to
pass a resolution disposing of the only
remaining asset of the corporation in favor
of a former corporate officer.
As a matter of fact, the three (3) alleged
directors who attended the special meeting
on November 19, 1974 were not listed as
directors of respondent PAMBUSCO in the
latest general information sheet. Similarly,
the latest list of stockholders of respondent
PAMBUSCO on file with the SEC does not
show that the said alleged directors were
among the stockholders of respondent
PAMBUSCO, in contravention of the rule
requiring a director to own one (1) share in
their to qualify as director of a corporation.
Further, under the Corporation Law, the
sale or disposition of any and/or
substantially all properties of the
corporation requires, in addition to a proper
board resolution, the affirmative votes of
the stockholders holding at least two-thirds
(2/3) of the voting power in the corporation
in a meeting duly called for that purpose.
This was not complied with in the case at
bar.
At the time of the passage of the questioned
resolution, respondent PAMBUSCO was
insolvent and its only remaining asset was
its right of redemption over the subject
properties. Since the disposition of said
redemption right of respondent PAMBUSCO
by virtue of the questioned resolution was
not approved by the required number of
stockholders, the said resolution, as well as
the subsequent assignment and sale, were
null and void.
Lastly, for lack of consideration, the
assignment should be construed as a
donation. Under Article 725 of the Civil
Code, in order to be valid, such a donation
must be made in a public document and
the acceptance must be made in the same
or in a separate instrument. In the latter
case, the donor shall be notified of the
acceptance in an authentic form and such
step must be noted in both instruments.
Since assignment to Enriquez shows that
there was no acceptance of the donation in
the same and in a separate document, the
said deed of assignment is thus void ab
initio.
Santos vs. National Labor Relations
Commission
[GR 101699, 13 March 1996]
Facts: Melvin D. Millena, on 1 October
1985, was hired to be the project accountant
for Mana Mining and Development
Corporation's (MMDC) mining operations in
Gatbo, Bacon, Sorsogon. On 12 August
1986, Millena sent to Mr. Gil Abaño, the
MMDC corporate treasurer, a memorandum
calling the latter's attention to the failure of
the company to comply with the withholding
tax requirements of, and to make the
corresponding monthly remittances to, the
Bureau of Internal Revenue (BIR) on account
of delayed payments of accrued salaries to
the company's laborers and employees. In a
letter, dated 8 September 1986, Abaño
advised Millena that it was the board's
decision that it stop porduction (operation)
in Sorsogon due to the upcoming rainy
seasons and the deterioration of the peace
and order in the said area; that the
corporation will undertake only necessary
maintenance and repair work and will keep
overhead down to the minimum manageable
level; and that the corporation will not need
a project accountant until the corporaton
resumes full-scale operations. Millena
expressed "shock" over the termination of his
employment.
He complained that he would not have
resigned from the Sycip, Gores & Velayo
accounting firm, where he was already a
senior staff auditor, had it not been for the
assurance of a "continuous job" by MMDC's
Eng. Rodillano E. Velasquez. Millena
requested that he be reimbursed the
"advances" he had made for the company
and be paid his "accrued salaries/claims."
The claim was not heeded. On October 1986,
Millena filed with the NLRC Regional
Arbitration, Branch No. V, in Legazpi City, a
complaint for illegal dismissal, unpaid
salaries, 13th month pay, overtime pay,
separation pay and incentive leave pay
against MMDC and its two top officials,
namely, Benjamin A Santos (the President)
and Rodillano A. Velasquez (the executive
vice-president). In his complaint-affidavit
(position paper), submitted on 27 October
1986, Millena alleged, among other things,
that his dismissal was merely an offshoot of
his letter of 12 August 1986 to Abaño about
the company's inability to pay its workers
and to remit withholding taxes to the BIR.
On 27 July 1988, Labor Arbiter Fructouso T.
Aurellano, finding no valid cause for
terminating complaint's employment,
ruledthat a partial closure of an
establishment due to losses was a
retrenchment measure that rendered the
employer liable for unpaid salaries and other
monetary claims.
The Labor Arbiter ordered Santos, et. al. to
pay Millena the amount of P37,132.25
corresponding to the latter's unpaid salaries
and advances: P5,400.00 for petitioner's
13th month pay; P3,340.95 as service
incentive leave pay; and P5, 400.00 as
separation pay. Santos, et. al. were further
ordered to pay Millena 10% of the monetary
awards as attorney's fees. Alleging abuse of
discretion by the Labor Arbiter, the company
and its co-respondents filed a "motion for
reconsideration and /or appeal." 8 The
motion/appeal was forthwith indorsed to the
Executive Director of the NLRC in Manila. In
a resolution, dated 04 September 1989, the
NLRC affirmed the decision of the Labor
Arbiter. A writ of execution correspondingly
issued; however, it was returned unsatisfied
for the failure of the sheriff to locate the
offices of the corporation in the addressed
indicated. Another writ of execution and an
order of garnishment was thereupon served
on Santos at his residence. Contending that
he had been denied due process, Santos filed
a motion for reconsideration of the NLRC's
resolution along with a prayer for the
quashal of the writ of execution and order of
garnishment. He averred that he had never
received any notice, summons or even a copy
of the complaint; hence, he said, the Labor
Arbiter at no time had acquired jurisdiction
over him. On 16 August 1991, the NLRC
dismissed the motion for reconsideration.
Santos filed the petition for certiorari.
Issue: Whether Santos should be made
solidarily liable with MMDC.
Held: A corporation is a judicial entity with
legal personality separated and distinct from
those acting for and in its behalf and, in
general, from the people comprising it. The
rule is that obligations incurred by the
corporation, acting through its directors,
officers and employees, are its sole liabilities.
Nevertheless, being a mere fiction of law,
peculiar situations or valid grounds can
exist to warrant, albeit done sparingly, the
disregard of its independent being and the
lifting of the corporate veil. As a rule, this
situation might arise a corporation is used to
evade a just and due obligation or to justify
a wrong, to shield or perpetrate fraud, to
carry out similar other unjustifiable aims or
intentions, or as a subterfuge to commit
injustice and so circumvent the law. Without
necessarily piercing the veil of corporate
fiction, personal civil liability can also be
said to lawfully attach to a corporate
director, trustee or officer; to wit: When (1)
He assents (a) to a patently unlawful act of
the corporation, or (b) for bad faith or gross
negligence in directing its affairs, or (b) for
conflict of interest, resulting in damages to
the corporation, its stockholders or other
persons; (2) He consents to the issuance of
watered stocks or who, having knowledge
thereof, does not forthwith file with the
corporate secretary his written objection
thereto; (3) He agrees to hold himself
personally and solidarily liable with the
corporation; or (4) He is made, by a specific
provision of law, to personally answer for his
corporate action. The case of Santos is way
of these exceptional instances. It is not even
shown that Santos has had a direct hand in
the dismissal of Millena enough to attribute
to Santos a patently unlawful act while
acting for the corporation. Neither can
Article 289 of the Labor Code be applied
since this specifically refers only to the
imposition of penalties under the Code. It is
undisputed that the termination of Millena's
employment has, instead, been due,
collectively, to the need for a further
mitigation of losses, the onset of the rainy
season, the insurgency problem, in Sorsogon
and the lack of funds to further support the
mining operation in Gatbo. It is basic that a
corporation is invested by law with a
personally separate and distinct from those
of the persons composing it as well as from
that of any, other legal entity to which it may
be related. Mere ownership by a single
stockholder or by another corporation of all
nearly all of the capital stock of a corporation 3. P940.45 documentary stamps need be
is not of itself sufficient ground for attached to the document;
disregarding the separate corporate
personally. Similar to the case of Sunio vs. 4. The judgment of the Court approving
National Labor Relations Commission, the dissolution and directing the
Santos should not have been made disposition of the assets of the
personally answerable for the payment of corporation need be presented
Millena's back salaries.
 Commissioner of Land Registration
overruled ground No. 7 and sustained
Corporate Law Case Digest: Stockholders requirements Nos. 3, 5 and 6.
Of F. Guanzon And Sons, Inc V. Register
Of Deeds Of Manila (1962)  Stockholders appealed
G.R. No. L-18216 October 30, 1962
Lessons Applicable: Strong Juridical  contend that the certificate of
Personality (Corporate Law) liquidation is not a conveyance or
transfer but merely a distribution of the
assets of the corporation which has
FACTS: ceased to exist for having been
 Sept 19, 1960: 5 stockholders of the F. dissolved
Guanzon and Sons, Inc. executed a
certificate of liquidation of the assets of ISSUE: W/N certificate merely involves a
the corporation, dissolution and distribution of the corporation's assets (or
distribution among themselves in should be considered a transfer or
proportion to their shareholdings, as conveyance)
liquidating dividends, corporate assets,
including real properties
HELD: NO. affirm the resolution appealed
 Register of Deeds of Manila denied the from
registration of the certificate of  Corporation - juridical person distinct
liquidation: from the members composing it.

1. The number of parcels not certified to  Properties registered in the name of the
in the acknowledgment; corporation are owned by it as an entity
separate and distinct from its
2. P430.50 Reg. fees need be paid; members.
 While shares of stock constitute
personal property they do not represent
property of the corporation.

 A share of stock only typifies an aliquot

part of the corporation's property, or the
right to share in its proceeds to that
extent when distributed according to
law and equity but its holder is NOT the
owner of any part of the capital of the
corporation nor entitled to possession

 The stockholder is not a co-owner or

tenant in common of the corporate
property