New-York tribune., 1906-04-30
NEW PHILIPPINE LAW.
Spanish Corporation Code Super
Seded bg a Modern One.

Washington April 2s.-The Philippine Commission
has just enacted corporation law patterned after
the corporation acts generally in force in the
under which capital could incorporate in the Phil
tppne Islands was tie old Spanish code. The pro-
visions Of Tits code. ia far they relate to the
organlzation Of business corporations. according
tie Philippine officials archaic and i'll adapted
F5neiisb sreaine reoT Ib.y RE re,,eaIed b1' tbs s
new Ian NC ,5-s,-rs ,-;srs =, a.. ~, a..
tie Philippines do under legal pro-
principles. Tie act was prepared by Commissioner
James J. Smith, who VIII succeed Governor Ide as
governor General - the Philippine Islands on
September l5 OF tins year.
The salient lectures Of the law are the following:
We ot more p'iSots, not exceeding Il cen, ma
5oritE being residents OF the islands. may incor-
proper co 6f lie nsuiar eoye3ment tSe Th prn 1e
c:pal office Of the company be in the islands
Up 10 ffy years. The directors may number from
five fifteen Before INCORPORATION only 20 per cent
of the capital stock need be subscribed and q per
fec is only So 20 gold stock or bonds maV he
issued for cash or for property received a fair
valuation. The capital stock may be increased or
oecreased by twO-thirds OF the capital stock
ana bonded indebtedness may be incurred by a
majority .1, vote Of the subscribed capital stock.
I-ie arllcles of incorporation may be amended by
a majority vote of The directors and two-thirds
Eoie ~ The capital stock Meetings of the stock
.o''Is ieie iequred 10 be held where the corpora
non is established bit directors meetings may be
residents Of The Philippines Voting in the eiection
o. qirSelors ,i,s may 5e cumulative and by proxy
reports with the ihsiar autor sb6ne 20 me
capital stock Indebtedness. dividends decsre5
Y9 e5G %lcl reports ere confidential. The books of
an corporations doing business IN the Islands are
subject 70 government inspection The provisions
OF The act are subject 10 amendment but rights
$40 ieiAeoles acquired hereunder are safeguarded
Ihefe is no maximum minimum limit fixed 10
the amount Of The capital stock allowed and cor
poratlous may hold stock in other corporatfons
subject 70 certain restrictions
The act contains special provisions regarding
railroad companies. banking and trust CORPORA
lions insurance and religious corporations build
ing and loan corporations, and colleges and oths,
institutions OF learning
American ana other foreign corporations may
qualiy 20 DO business in the Philippine Islands by
obtaining license from the proper officer OF the
insular government. To obtain a license a corpora
don II IS Announced, need only show that IL 4.
financially sound, and file statement setting fortf
the nature Of its business the of its capita
stock Its assets and liabilities etc, and the nam,
OF its responsible local agent The license fee Il
81 GOlc. Without this license foreign corporation
have no standing whatever in the islands. Foreign
corporations bound by the laws rules anc
regulations applicable 10 domestic corporations ek
cept such provisions as relate 20 corporate organi
ZatiOn and dissolution. pr which fix the responsi
5ilities ard liabilities inter Sc the stockhold
@ S2d o1scerS Of the corporation