Manuel R. Dulay enterprises vs. Ca - In a close corporation, a corporate action taken at a board meeting without proper call or notice is deemed ratified by the absent director unless the latter promptly files his written objection with the secretary of the corporation after having knowledge of the meeting. Nagulat vs. NLRC - Stockholders who actively engage in the management or operation of the business and affairs of a close corporation shall be personally liable for corporate torts unless the corporation has obtained reasonably adequate liability insurance. Essentially a tort consists in the violation of a right given or the omission of a duty imposed by law. Article 283 of the Labor Code mandates the employer to grant separation pay to employees in case of closure or cessation of operations of establishment or undertaking not due to serious business losses or financial reverses. CFTI failed to comply with this law-imposed duty or obligation. Consequently, its stockholder who was actively engaged in the management or operation of the business should be held personally liable.

Roman Catholic Apostolic Adm. Of davao, inc. vs. Nlrc - The constitutional requirement that 60% of the capital of a corporation must be owned by Filipino citizens before it may register land in its own name does not apply to a corporation sole. A corporation sole has no nationality and the framers of the constitution did not have in mind the corporation sole when it provided for such requirement.

Director of Lands vs. CA - Under the Public Land Act, alienable public land may be subject to registration by a possessor if he, personally or through his predecessor-in-interest, had openly, continuously, exclusively and notoriously possessed the same for 30 years. The law creates the legal fiction whereby the land, upon completion of the requisite period ipso jure and without the need of judicial or other sanction, ceases to be public land and becomes private property.

Republic vs. CA - Under the Public Land Act, alienable public land may be subject to registration by a possessor if he, personally or through his predecessor-in-interest, had openly, continuously, exclusively and notoriously possessed the same for 30 years. The law creates the legal fiction whereby the land, upon completion of the requisite period ipso jure and without the need of judicial or other sanction, ceases to be public land and becomes private property. (Director of Lands vs. CA) Whether or not a corporation sole, or any private corporation for that matter, can acquire alienable land of the public domain depends upon the character of the land at the time of the institution of the registration proceeding. If it still forms part of the public domain, no. If it is private, yes.

EXPIRATION OF CORPORATE TERMPNB vs CFI - A corporation registered under the corporation code, with the exception of the religious ones, it required to indicate its term of existence in the articles of incorporation. It ceases to exist and is deemed automatically dissolved upon the expiration of the term indicated thereat without the need of any formal proceedings. Alhambra cigar vs SEC - The original term of existence indicated in the articles of incorporation is subject to extension in accordance with the provisions of section 11 and 37 of the code. If such be the case, the corporation continues to be possessed with juridical personality and may carry out its business for the period of time granted it by virtue of such extension. The extension of the corporate term should nonetheless be made before the expiration of the original term otherwise the corporation is dissolved, ipso facto. Daguhoy enterprises vs Ponce - A mere resolution by the stockholders or the board of directors of a corporation to dissolve the same does not affect the dissolution but that some other steps, administrative or judicial is necessary INVOLUNTARY DISSOLUTIONGovernment vs. Philippine Sugar Estates Co - Courts proceed with extreme caution in the proceeding which have for their object the forfeiture of corporate franchises, and a forfeiture will not be allowed, except under express limitation, or for a plain abuse of power by which the corporation fails to fulfill the design and purpose of its organization. But when such abuses and violations constitute or threaten a substantial injury to the public or such as to amount to a violation of the fundamental conditions of the contract (charter) by which the franchise were granted and thus defeat the purpose of the grant, then dissolution will be granted. Government vs. El Hogar- The court has a discretion with respect to the infliction of capital punishment upon corporations and there are certain misdemeanors and misusers of franchises which should not be recognized as requiring their dissolution. Republic vs. Security Credit- That the corporation is guilty of willful and repeated violation of the law and that its continuance inflicts substantial injury to the public warrants its dissolution. Republic vs. Bisaya Land Transportation Co., Inc- Relief by dissolution will be awarded only where no other adequate remedy is available, and is not available where the rights of the stockholders can be, or are, protected in some other way. The several acts of misuse and misapplication of the funds and/or assets of the corporation were committed more particularly by the corporations president, for the commission of which they may be held personally liable. Hall vs. Piccio- The existence of a de jure corporation may be determined in a private suit for its dissolution between stockholders, without intervention of the State. EFFECTS OF DISSOLUTION

Buenaflor vs. Camarines Sur Industry Corp.- A dissolved corporation has no juridical personality; it ceases to exist as a corporation and cannot apply for a new certificate or a secondary franchise. Cebu Port Labor Union vs. State Marine Co.- The 3-year period allowed by the law is only for the purpose of liquidation or winding up of corporate affairs. No act can be done for the purpose of continuing the business for which it was established. Neither can it enforce a contract executed prior to its dissolution. Gonzales vs. Sugar Regulatory Administration- The termination of the life of a juridical entity does not, by itself, imply the diminution or extinction of rights demandable against such juridical entity. Debts due to or against the corporation will not be extinguished. Otherwise, it will amount to an impairment of contracts or a denial of due process.

LIQUIDATION AND WINDING UPGelano vs. CA the counsel who prosecuted and defended the interest of the corporation may be considered as a trustee atleast with respect to the matter in litigation only.