Wednesday, December 19th, 2012 at 1:59 pm
Payment is one of the ways to extinguish a debt. According to Article 1233 of the Civil Code of the
Philippines, “[a] debt shall not be understood to have been paid unless the thing or service in which the
obligation consists has been completely delivered or rendered, as the case may be.” Thus, stated simply,
a borrower, in case of monetary obligation, can only say that his debt has been paid if he has already
paid in full the amount that he has borrowed from the lender, and this includes the interest therein.
To better understand “payment”, take note of the following:
Who – it should be clear who pays who. The borrower and the lender are the original parties in
a loan contract, so it should be the BORROWER who will pay the LENDER. However, there may
be instances when a third person comes into the picture to either help the BORROWER in paying
the debt, or receive payment on behalf of the LENDER. In either case, these third parties should
be agreed upon by the parties – it should be included in the terms of the parties’ agreement.
What and How – it should be understood what the BORROWER will pay the LENDER with. For
instance, the parties agree that the loan of the borrower in the amount of P100,000.00 will be
paid by him with groceries amounting to One Hundred Thousand. If this is the case, it is only
when the borrower is able to give the lender one hundred thousand worth of groceries that his
debt is extinguished, unless the parties later on agree to modify the terms of payment.
Where – Payment shall be made in the place agreed upon by the parties. If there is no
agreement, then the payment shall be made in the domicile of the borrower.
For better protection of their rights, both the borrower and lender should understand the concept of
payment. If there are still some confusion regarding “payment”, lawyers should be ready to assist the
Wednesday, November 21st, 2012 at 7:11 am
Stock corporations in the Philippines are those characterized by the following: a) with a capital stock divided into shares among the stockholders; and b) there is a distribution of dividends based on the shares owned. Therefore, as long as the corporation meets the abovementioned requisites, it is classified as a stock corporation, regardless of size, popularity, amount of capital and other similar circumstances.
For registration of stock corporations in the Philippines, the process is two-tiered: The first tier involves preparation of documentary requirements which are as follows:
- Articles of Incorporation
- Name Reservation Slip
- Bank Certificate of Deposit
- Treasurer’s Affidavit
- Undertaking to Change the Name of the Corporation
The second tier on the other hand, includes the registration proper at the Securities and Exchange Commission (SEC). The following is the step-by-step procedure:
Step 1. Reserve the company name. The name agreed upon by all incorporators must be reserved at the SEC or through its SEC i-Register system online.
Step 2. Preparation of documents. The articles of incorporation, bank certificate of deposit, treasurer’s affidavit and other documentary requirements must be printed out and signed by the authorized signatories.
Step 3. Submission of the documents at SEC. All documents must be submitted to the SEC for assessment and review. At this juncture, the SEC officer checks whether all formal requirements were complied with. He may also require submission of additional documents to support the application.
Step 4. Payment of the required fees. Filing fees usually depend on the outstanding capital stated in the Articles of Incorporation. Other fees to be paid include payment for the stock and transfer book.
Step 5. Issuance and release of the Certificate of Registration. This certificate is oftentimes issued weeks after the submission of all documentary requirements. The date stated in the certificate indicates the birth of the corporation.