1. 2. 3. 4.

Consolidated Corporation - It is the union of 2 or more existing corporation to form a new corporation. Proxy - A written authorization given by 1 person to another so that the second person can act for the first. Ultra vires act An act committed outside the object for which a corporation is created as defined by the law of its organization and beyond the powers conferred to it by law. Merger It is a union where by one or more existing corporations are absorbed by another corporation which survives and continues the combined business.

16. Subscriber - A person who agreed to take and pay for the original and unissued shares of stock of a corporation. 17. Corporators those who compose the corporation whether as stockholders or members. 18. Incorporators they are those mentioned in the Articles of Incorporation as originally forming and composing the Corporation. 19. Common shares - the basic class of stock ordinarily and usually issued without extra-ordinary rights and privileges, and the owners thereof are entitled to a pro rata share in the profits of the corporation and its assets upon dissolution and likewise, in the management of its affairs without preference or advantage whatsoever. 20. Preferred shares those shares issued with a stated par value which entitles the holder thereof to certain preferences over the holders of common stock. 21. Redeemable shares - shares of stocks issued by the corporation which said corporation can purchase or take up from their holders as expressly provided for in the Articles of Incorporation and Certificate of Stock representing said shares. 22. Founders shares shares issued to organizers and promoters of a corporation in consideration of some supposed right or property. 23. Voting shares shares with a right to vote. 24. Non-voting shares shares without right to vote. 25. Over-issued stock stock issued in excess of the authorized capital stock. It is also known as spurious stock. 26. Doctrine of equality of shares - where the articles of incorporation do not provide for any distinction of the shares of stock, all shares issued by the corporation are presumed to be equal and enjoy the same rights and privileges and are also subject to the same liabilities.

5 7. Three-fold duties of Directors 5. Duty of Obedience 6. Duty of Diligence 7. Duty of Loyalty 8. Own at least 1 share of the capital stock of the corporation qualification of directors for Stock Corporation. 9. None Foreign equity requirement to mass media corporation. 10.-11 Requirements as to content of the treasurers affidavit which is filed in the SEC 10. At least 25% of the total capital stock authorized is subscribed. 11. At least 25% of such have been fully paid in cash or property. 12. One-man Corporation A corporation wherein all or substantially all of the stocks is held directly or indirectly by 1 person. 13. -15 Tests to determine the nationality of the Corporation 13. Incorporation Test 14. Control Test 15. Domicile Test

27. -29 Capital stock requirement for private development banks 27. P 4M for class A 28. P2M for class B 29. P1M for class C 30. Article of Incorporation - Document prepared by the persons establishing a corporation and filed with the SEC containing the matters required by the Code. 31. Watered Stock stock issued not in exchange for its equivalent either in cash, property, share, stock dividends, or services. 32. Water it represents the difference between the fair market value at the time of the issuance of the stock and the par or issued value of said stock. 33. Voting Trust agreement whereby one or more stockholders transfer their shares of stock to a trustee, who thereby acquires the voting rights of the said stock. 34. Pre-emptive right of stockholders preferential right of a stockholder to subscribe to all issues or disposition of shares of any class in proportion to their present shareholdings. 35. Promoter a person acting alone or with others taking initiative in founding and organizing the business or enterprise and receives consideration therefore. 36. Street Certificate stock certificate endorsed by the registered holder in blank and the transferee can command its transfer to his name from the issuing corporation. 37. Capital value of the actual property or estate of the corporation whether in money or in property. 38. Paid- up capital The amount paid by the stockholders on subscription from unissued shares of the corporation. 39. Promotion number of business operation peculiar to commercial world by which a company is generally brought to existence.

40. Doctrine of Immunity protects a person acting for and in behalf of the corporation from being personally liable on authorized actions. 41. Doctrine of Limited Liability shields the corporation from corporate liability beyond their agreed contribution. 42. Doctrine of Corporate Opportunity this is consistent with the duty of loyalty of a director which mandates he should not give preference to his own amelioration by taking the opportunity of a corporation. 43. Corporate Governance a system whereby shareholders, creditors and other stakeholders of a corporation ensure that management enhances the value of the corporation as it competes in an increasingly global market place. 44. Trust fund Doctrine the subscribed capital stock of the corporation is a trust fund for the payment of debts of the corporation which the creditors have the right to look up to satisfy their credits, and which the corporation may not dissipate. 45-47. Methods of Voting 45. Straight Voting 46. Cumulative Voting for one candidate 47. Cumulative voting by distribution 48. Convertible shares share that is changeable by the stockholder from one class to another at a certain price and within a certain period. 49. Par value shares shares with a value fixed in the certificates of stock and the articles of incorporation. 50. Share in Escrow share subject to an agreement by virtue of which the share is deposited by the grantor or his agent with a third person to be delivered to a stockholder or his assign after complying with certain conditions, usually payment of full subscription price.