The corporate secretary is a corporate workhorse being one of only five (5) principal officers enumerated in the Revised Corporation Code, the others being the chairman, the president, the treasurer and, for a corporation vested with public interest, the compliance officer. All the other corporate...
A corporation generally cannot purchase its own shares because to do so would be violative of the “trust funds” doctrine. The capital stocks are deemed “trust funds” to be held unimpaired for the benefit of creditors and such would also mean that a stockholder...
Corporations can sue only by and through the authority of its board of directors. The stockholders, who are the owners, by law and necessity, are deemed to have turned over the complete management of the enterprise to their representatives who are called directors. If these directors, by default,...
Ultra vires, as used in corporate law, is not synonymous with an act being null and void. It is a Latin phrase (“beyond the powers”) describing an act which requires legal authority but which is done without it (Wikipedia). The Revised Corporation Code (Sec. 44) describes it as an act performed...
The Bangko Sentral has a new book titled “No One Left Behind,” with Chelo Banal-Formoso and Linda Bolido as writers, which traces the Philippine financial inclusion journey through the leadership of BSP Governors Rafael B. Buenaventura, Amando M. Tetangco, Jr., Nestor A. Espenilla, Jr. and...
It could be without exception that every professional, businessman or employee has had at one time or another borrowed money and in these loan transactions, the charging of interest is definitely the principal consideration for the lender to part with his money. Loan transactions at present are...
The Bangko Sentral ng Pilipinas recently issued Circular No. 1112 requiring banks to observe due diligence in the recruitment of their personnel under the Know Your Employees (KYE) rule.This is a reinforcement of the existing Know Your Customer (KYC) rule which obligates banks to perform thorough...
I lost, just almost like through the passing of the night, two colleagues at the Manila Bulletin last month, both succumbing to the dreaded virus. Their demise was unforeseen and initially met withdisbelief, but eventually accepted and it served also as a reminder to all of us how interim our life...
The Money Service Business (MSB) essentially covers the business of those engaged in remittances, money transfers and foreign exchange dealership involving currency and monetary instruments, including virtual assets. There are several types of entities involved in these operations and it may really...
Monetary transfers, remittances and currency exchanges used to be the almost exclusive domain of banks. This is not true anymore. The increased sophistication of the financial system, aided by technological advancements, has enabled non-bank entities to enter these operations as, indeed, they have...
I will not discuss any boardroom topic for this article in deference to the Holy Week. Instead, I will do a recollection and write about joining a retreat, an activity that is appealing because of its solemnity but which, by my own inaction, has eluded me. Many years back, I always received yearly...
The Truth in Lending Act or Republic Act No. 3765 has a very laudable objective: to protect the citizens from a lack of awareness of the true cost of credit by assuring a full disclosure of such cost with a view of preventing the uninformed use of credit. It sought to end predatory lending...
