Under Philippine laws, a corporation is defined as an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. In this light, as an artificial being, a Philippine corporation has a personality separate and distinct from its stockholders. Hence, the general rule is that a corporation may not be made to answer for acts or liabilities of its stockholders and vice versa.

However, this rule is not absolute. The veil of corporate fiction may be pierced when the fiction of corporate entity is being used as a cloak or cover for fraud or illegality or to defeat public convenience, justify wrong, protect fraud or defend crime.

The separate juridical personality of a Philippine corporation enables it to act as though it were a person. As an artificial being, it may own properties, transact and commit acts expressly authorized by law or incidental to its existence. Unless otherwise provided by law, the corporation can only act through its board of directors (for stock corporations) or board of trustees (for non-stock corporations). These acts are usually embodied in board resolutions and confirmed in the certificates issued by the corporate secretary. However, it bears great emphasis that the board of directors may expressly delegate specific powers to any of its officers. Nonetheless, the power of the board is not without limitation. There are certain corporate acts which require the approval of the stockholders such as extending or shortening the corporate term, increasing or decreasing the capital stock and investing in a business for a purpose other than the primary purpose for which the corporation was organized, among others. 

We understand that in searching for a corporate lawyer or law firm, the client wants someone who can give the best legal solution at the least cost and inconvenience possible. An efficient corporate lawyer or law firm is aware of these considerations and can emphatize with the client’s plight. After all, an attorney-client relationship is a special relationship of utmost confidentiality and priority. The Philippine corporate lawyers and staff of Nicolas & De Vega Law Offices recognize the importance of the client’s concern and accords it with the paramount attention.

To speak with any of our Philippine corporate lawyers, call us at +632 84706130 or +632 84706126 or visit our website www.ndvlaw.com.

Nicolas & De Vega Law Offices is full-service Philippine law firm with corporate lawyers assisting clients in their respective business. It is located at 16th Floor, Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines.