The Fairmont West Virginian. (Fairmont, W. Va.) 1904-1914, 1906-05-01
Corporation Laws
For Philippine
NEW ACT suPPLANTs THE OLD
SPANISH coDE-PRovIsroNs
oFTHE NEW LAW.

WASHINGTON, May The Philip
pine Commission has just enacted a
corporation law patterned after the
corporation acts generally in force in
the United States. Up to the present
time the only law which capt.
tai could incorporate in the Philip
pine Islands was the old Spanish code
of commerce
The provisions OF this code. in 50
far as they relate to the organization
OF business corporations. according to
the Philippine officials, are archaic
and i'll adapted to the needs Of med
ern commerce as conducted by Eng
disappearing people. They are re
rea1ed by the new law and persons
wishing to invest capital in the Phil
ippines can now do so under legal pro-
visions framed in accordance with
common law principles. The act was
prepared by Commissioner James f.
Smith, who will succeed Governor Ide
as governor general of the Philippine
Islands on September II of this year.
The salient features Of the law are
tie following: Five or more persons,
uot exceeding Is. a majority being
residents Of the islands, may incorpa-
rate by fling articles of incorporation
with the proper officer Of the insular
government, the principal Office OF
the company to be 10 the Islands. The
life of the corporation may be for any
reriod up to so years. The directors
may number from 5 to Is.
Before incorporation only 20 per
cent of the capital stock need be sub
scribed and 25 per cent of the sub
sc-iption paid in. The incorporation
fee is only $3.50 in gold. Stock or
bonds may be issued for cash or for
property received at fair valuation
The capital stock may be increased or
decreased by a two-thirds vote OF the
capital stock, and bonded Indebtedness
may be incurred by majority of the
Subscribed capital stock The articles
Of incorporation may be amended by
majority vote of the directors and a
two-thirds vote of the capital stoc&-
Meetings of the stockholders are
required TO be held where the corpo-
ration is established. but directors
meetings may be held anywhere Only
Two of the directors need to be resi-
dents OF the Philippines. Voting in
the election of directors may be cum
ulative and by proxy
All public utility or public service
corporations, whether domestic or for
cisn. are required to file annual re-
ports with the insular auditor. show
ing capital stock. Indebtedness. divl-
lends declared. etc, which reports
arg confidential. The books of all
corporations doing business in the
Islands are subject to government in
Ispection-
The provisions OF the act are sub
ject to amendment, but rights and
remedies acquired hereunder are safe
guarded There is no maximum or
minimum limit fixed to the amount OF
the capital stock allowed; and corpo-
ratlons may hold stock in other corpo-
rations, subject to certain restrictions
regarding railroad companies, bank
ing and trust corporations, insurance
and religious corporations. building
and loan corporations and colleges
and >other institutions OF learning.
American and other foreign institu-
tons may qualify to do business in the
Philippine Islands by obtaining a IL
cease from the proper officer Of the
iusular government To secure IL
cense a corporation, it is announced.
need only show that it is financially
sound and file statement setting
forth the nature OF It's business, the
amount Of its capital. its assets and
| liabilities. etc, ard the name OF its
responsible local agent. The license
fee IS s25 gold Without the license
foreign corporssions have no standing
whatever in the Islands.
I Foreign corporations are bound by
the laws, rules and regulations appli-
, cable to domestic corporations, except
tsuch provisions as relate to corporate
organization and dissolution, or which
| fix the responsibilities and liabilities
"interese' OF the stockholders and OH
GERS Of the corporation
-~ VIZ cUTcEEP