Bits of Law

The articles of incorporation is one of the most important documents that you must create and submit to the SEC when creating a corporation. But what is it? How do you create one? And can you amend your Articles of Incorporation later on? Here’s what you need to know. slot gacor gampang menang What are articles of incorporation? The articles of incorporation is a set of documents that you must file with the SEC, or the Securities and Exchange Commission, to legally create a corporation. Once you have submitted it and all other requirements to the SEC, the SEC will issue the Certificate of Incorporation that serves as proof of the corporation’s existence as an artificial person created by law. sbobet slot gacor 4d data macau toto macau panel idn agen toto togel link gacor toto togel idn togel gacor4d login slot gacor hari ini slot gacor maxwin The articles of incorporation contain all of the basic yet necessary information regarding the corporation. This includes: How can you amend the articles of incorporation? Any part of the articles of incorporation may be amended if it is agreed upon by a majority vote of the board of directors or trustees. It will also require the vote or written assent of the stockholders representing at least two-thirds (⅔) of the outstanding capital stock. This is in accordance with Section 15 of the revised Corporation Code. In order to make the amendments official and recognized, you must first submit the following requirements to the SEC: When preparing the amended articles of incorporation, one should include both the original and amended versions and underscore the changes made, followed by the date of the meeting approving said changes. The amendments shall only take effect once the Securities and Exchange Commission has given the corporation its approval. Said amendments can also take effect if it has been at least six (6) months since the date of filing and the Commission has not yet acted for a cause not attributable to the corporation.  Can articles of incorporation or amendment be disapproved? The SEC may disapprove articles of incorporation or any amendments made if it does not comply with the requirements of the Corporation Code. However, the SEC must tell the incorporators, directors, trustees, or officers the reason for disapproval. They must also give them ample time to modify the objectionable portions of the articles or amendments.  The following are grounds for disapproval of articles or amendment:

Everyone understands the process they must undergo if they want to leave their current place of employment: create a written letter of resignation and abide by the 30-day notice period. A large majority of employees understand this process and abide by it because of the severe consequences that come with job abandonment. Someone who abandons their employment will take a big hit to his or her reputation. But if someone decides to risk it and abandons his or her job, the employers must deal with the mess. How does one handle employee abandonment? Here’s what you need to know. slot gacor slot gacor 4d slot gacor slot gacor 4d toto macau slot thailand toto slot slot thailand slot qris What is the difference between AWOL and Abandonment? First, we must clearly define the difference between AWOL and abandonment. “AWOL” is short for “Absent without Leave”. It refers to any scenario wherein an employee misses work without properly informing or requesting leave from their employer.  slot online toto slot toto slot toto slot 4d sbobet terpercaya toto slot idn slot situs toto macau toto slot slot gacor 4d pay4d link slot gacor idn toto idn slot slot gacor maxwin qdal88 toto slot slot gacor malam ini gacor4d An employee is only AWOL for as long as he or she either has a justifiable reason for the absence OR has no clear intent to sever the employer-employee relationship.  As the employer, it’s important to investigate the matter before writing off the employee as having abandoned their work. There are many justifiable reasons as to why an employee might go AWOL, such as a family emergency or health emergency. It is then up to your judgment whether or not to terminate the employee due to AWOL or allow them to keep working. However, if this is the case, employee abandonment would no longer be a valid reason for termination. Take note as well that in our jurisdiction, termination or dismissal based on just causes such as AWOL is considered as a “supreme penalty” for erring employees and may generally only be imposed upon the employee as a final measure.  On the other hand, an employee who abandons his or her job would act as if he or she is not part of the company at all.  What are the elements of abandonment? For an employee to be accused of job abandonment, two factors must be in play. Again, if the employee has a valid reason, there’s a chance that he or she has no intention to abandon his or her work. A personal emergency in which the employee is in no state to work is a good example of a valid reason. Instead, he or she must show an unjustified and deliberate refusal to work in his or her current workplace again. One can prove an employee’s intent to sever the employer-employee relationship through his or her overt acts. This act should clearly show the employee’s intent to never return to his or her job. An example of such an overt act is if the employee enters a new workplace without informing the company he or she had abandoned. Another example is if the employee ignores any attempts of communication through several different mediums from any member of the workplace. How do you process a termination for abandonment of work?  If you are going to terminate an employment for abandonment of work, you must be able to provide sufficient evidence. Before you even begin the termination process, do everything you can to contact your employee through all available means. Use whichever methods of communication that you have on file, such as their phone number, email address, employee communication channels, or written letter sent to their last recorded home address. You can also reach out to their emergency contact if all else fails. Make sure that you keep a log of all the times you attempted communication with the employee, including date, time, and medium of communication. If the employee ignores all of your attempts, you can use your logs as evidence of the employee’s unwillingness to continue working. These will support the just cause for the employer to terminate the employee due to abandonment. Section (b), Art. 297 of the Philippine Labor Code provides that an employee may be terminated due to gross and habitual neglect of his duties. Since you have already proven that such ground for termination exists, you must then follow due process requirements for terminating an employee for just causes, in accordance with the Philippine Labor Code. These steps are as follows:

Are you thinking of buying a second hand car? Buying second hand is cheaper, better for the environment, and grants cheaper insurance costs. But if you’ve already started looking, you may have come across offers that repeatedly say the phrase “open deed of sale.” What is an open deed of sale, and why are so many people warning you against it? Here’s what you need to know. slot gacor 4d gacor4d gampang menang toto slot slot gacor 4d slot gacor maxwin agen toto slot gacor maxwin idn slot What is an open deed of sale? Before we can learn what an open deed of sale is, we must first know what a deed of sale is in the first place. You can think of a deed of sale as a receipt – it is a legal document proving that the purchase of a property between buyer and seller is complete. slot qris slot thailand toto slot toto macau slot gacor 2025 totoagung slot resmi togel slot bandar toto situs toto totoagung agen bola sbobet toto togel toto macau result toto macau 4d idn toto slotgacor4d situs toto gacor pay4d slot gacor 777 pay4d toto slot idn togel slot 4d sbobet togel online slot gampang menang slot terpercaya toto macau terbesar toto macau terbesar toto slot data macau slotgacor4d slot gacor maxwin slot qris slot gacor slot gacor 4d A deed of sale contains the information of both the seller and buyer, such as their full name, marital status, and address. If the property in question is a motor vehicle, then it should also contain details such as its make, model, color, body type, plate number, engine number, and selling price. Finally, both the buyer and seller must sign the document and have it notarized by a lawyer. This document becomes an open deed of sale if it lacks the buyer’s information and signature. This type of deed of sale is common among those in the motor vehicle buy and sell industry. Many of these resellers don’t want to deal with the hassle of registering the vehicle to their name if they’re going to sell it soon regardless, so they leave the deed of sale open to save time and effort. Why shouldn’t I buy or sell a vehicle with an open deed of sale? There is heavy risk that comes with buying or selling a vehicle with an open deed of sale. For one, these deeds are not legal. An open deed of sale does not comply with the requirements of the Land Transportation Office for transferring car ownership. It also cannot be notarized, and any lawyer who attempts to notarize an open deed of sale may face civil and criminal liability. There are also personal risks that both buyers and sellers will be subject to with the transaction. Buyers would have no way of knowing the vehicle’s history, such as whether it has had multiple changes of ownership before. In the worst case scenario, the buyer would not know if the vehicle has an unsavory history; it may actually be a stolen vehicle that is currently being searched for, or a vehicle that was involved in a major accident. The PNP has no way of knowing whether the current driver is part of the vehicle’s history or not. However, the fact that he or she is currently using that vehicle may be enough grounds to arrest him or her without explanation. Sellers are also putting themselves in a risky position. After all, their name is still on the deed of sale, which means they will be held liable for any major incidents that the vehicle may get into. They would also have to pay for any fines and penalties levied against them for any rule violations committed by the new owner of the vehicle. The seller could even face criminal charges if the vehicle becomes involved in an incident that gets someone injured or killed. When should I agree to an Open Deed of Sale? Despite all the risks, many people still buy or sell vehicles with an open deed of sale. Sellers may still prioritize the convenience of keeping deeds open, while buyers may find vehicles with open deeds of sale at low prices. It’s tempting to wave off the risks and take the plunge regardless. If you’re in need of a vehicle, finding one in the market with a completed and notarized deed of sale is still the best course of action. However, if you’re willing to take the risk, it’s best to only agree to a transaction with an open deed of sale if: You know the seller personally. One of the only times it’s safe to agree to a transaction with an open deed of sale is when you’re dealing with someone you already trust. If you know the seller personally, then you most likely know that he or she isn’t in any shady deals. You can also make sure that the vehicle is in good condition before buying it.

In a previous article, we discussed intellectual property, how it protects creators, and the types that are available. Patents protect inventions and processes; copyrights protect literary, scientific, and artistic creations; and trademarks help identify your brand and help differentiate it from competitors. But how exactly is intellectual property law protecting these creations? What are the crimes against intellectual property and what are the appropriate punishments? Here’s what you need to know about intellectual property offenses so that you know exactly what to look for. gacor4d slotgacor4d sakuratoto3 totoagung amintoto qdal88 totokita3 qdal88 cantiktoto Infringement Intellectual property infringement occurs when someone violates an intellectual property right. The offense differs depending on which type of intellectual property was violated: slot gacor 4d toto slot toto slot toto slot togel slot situs toto macau agen slot gacor bandar slot togel slot toto togel daftar totoagung game slot toto slot login toto togel angka akurat toto slot toto slot 4d pay4d slot gacor 4d toto slot idn slot online pay4d panel toto online slot gacor slot anti kalah amintoto togel online terpercaya slot gacor 4d link gacor slot qris slot gacor 4d login slot gacor slot thailand slot gacor 4d bandar togel terpercaya slot qris terbaru sugar rush x1000 toto slot situs toto idn toto togel slot agen judi bola bandar togel sgp slot online slot gacor toto macau toto macau idn slot toto macau 4d slot qris slot gacor 4d slot gacor 4d slot gampang menang slot thailand Copyright infringement occurs when an offender: Trademark infringement occurs when an offender: Patent infringement occurs when an offender: Unfair Competition Simply put, unfair competition occurs when the product of one party is passed off or attempted to be passed off as the product of another. Acts that are considered unfair competition include, but are not limited to:  A few factors must be present for an offense to be considered unfair competition. First, the offender must purposely give their product the general appearance of the other party’s product. Second, the general appearance must be shown in the product itself, the packaging, the device or words therein, or any other feature of the product’s appearance. Third, the offender must have either sold or attempted to sell their products, or have given other parties the opportunity to sell the products while fully knowing of the product’s deceitful nature. While infringement can be willful or accidental, there must be an intent to deceive for an offense to count as unfair competition. False Designation of Origin, False Description, Or False Representation False Designation of Origin, False Description, or False Representation is an offense committed against trademarks. It occurs when someone misrepresents a certain product using any word, term, name, symbol, device, or a combination of all four. This then causes the public to misinterpret the product’s affiliations, origins, sponsorships, nature, characteristics, qualities, geographic origins. Other ways this misrepresentation can occur is if someone states a false designation of origin, false or misleading description or fact, or false or misleading representation of fact.  Essentially, any grave misrepresentation of someone’s trademark can fall under this offense. If someone has falsely misrepresented your trade mark, you can file a criminal, civil, or administrative action. Anyone found guilty of infringement, unfair competition, false designation of origin, false description, or false representation will be subject to a range of penalties, depending on the severity and repeat offenses. The current range of penalties are as follows:

Do you know the differences between patents, copyrights, and trademarks? These terms all refer to different types of intellectual property, which can help prevent your work from being stolen by anyone else. Their best way to differentiate them is to know what each one protects.  If you’re starting your own business, it’s important to protect your branding and your product for your endeavor to succeed. But which of these do you really need, and how do they differ from the other? Here’s what you need to know about patents, copyrights, and trademarks. What is a patent? A patent is a property right granted to creators of new inventions or processes. These can include simple devices like mouse traps, complex machinery for factories, or pharmaceutical drugs. An invention or solution can only be patented if it is new, innovative, and industrially useful.  totoagung2 daftar cantiktoto link alternatif amintoto toto slot game slot high flyer pragmatic play toto slot login togel slot idn toto slot thailand slot gacor 4d toto macau 4d togel slot situs toto macau togel online terpercaya slot qris terbaru toto slot bandar slot daftar totoagung toto slot toto togel toto slot login slot gacor idn slot slot gacor 4d idn slot online pay4d login While you can sell or use your invention without a patent, there is a risk that it will be copied by another party. Having your invention patented can prevent others from profiting off of it, either through making, using, or selling said invention. You can also grant other parties the rights to your invention, so long as both parties agree on mutual terms. Alternatively, you can sell your rights over the patented invention to another party. This relinquishes your rights on the creation and passes it onto the other party instead. Note that there are certain inventions and solutions that cannot be patented. These include aesthetic creations, abstract ideas, discoveries and other scientific theories, methods of treatment, animal breeds or plant varieties, computer programs, and any work against public morality. If you want your invention to be granted a patent, you’ll have to file an application to the Bureau of Patents of the Intellectual Property Office of the Philippines (IPOPHIL). Note that patent protection only lasts up to twenty (20) years from the date it was filed, and this cannot be renewed.  What is a copyright? Copyright protects an owner’s literary, scientific, or artistic creations. Books, songs (with or without words), illustrations, photographs, cinematographic works, and computer programs are some of the many works that copyright protection covers. If you’d like to have your work protected under copyright law, you will need to register it with the Intellectual Property Office (IPOPHIL). In the Philippines, copyright protection lasts for the entirety of the author’s lifespan, plus an additional fifty (50) years after the author’s death. Once such copyright protection expires, it enters the public domain, granting the public free access and rights to use it in any way they want. Derivative works, which are based on works that already exist, are also protected by copyright. Creators who want to create something based on an existing piece will not be violating the original piece’s copyright protection. Examples of derivative works include adaptations, translations, or other alterations of literary or artistic works. Collections of works, such as a short story collection, are also considered derivative works. While copyright protection covers a fast number of literary, scientific and artistic creations, there are some works that are unprotected. These include: In addition, no copyright shall subsist in any work of the Government of the Philippines. This is all according to the Intellectual Property Code. What is a trademark? A trademark identifies your brand and helps differentiate it from your competitors. A trademark can be a word, phrase, symbol, or a combination of the three. However, unorthodox trademarks exist, such as sounds, colors, and even smells. A unique trademark is a great way to help consumers remember your brand. Some well-known examples of trademarks include Nike’s check mark symbol or Pepsi’s blue and red circle. A registered trademark prevents your competitors from using not only your trademark, but also anything similar to it. This can help you set your brand apart from the crowd. It also prevents anyone from imitating your brand to ruin its reputation or get its consumer base.  Similar to copyrights, you can file a trademark application with the Intellectual Property Office of the Philippines. Trademark protection in the Philippines only lasts ten (10) years from the date of registration, but you can also renew it every ten (10) years. A trademark can thus theoretically last forever as long as it keeps getting renewed. Now that you know the differences between the different types of intellectual property, you can identify which ones apply to your brand so you can protect your work accordingly.

Having ownership of a corporation can open up many new possibilities for your business, especially compared to having a sole proprietorship or a partnership. You might not want to have personal liability on your business anymore, or perhaps you’d like to seek out investors by offering them stock. A corporation can offer you growth that the other two business entities can’t achieve. In the final part of this series, we’ll be discussing the final type of business entity that you can create. If you’re thinking of incorporating your business, here’s what you need to know. What is a corporation? A corporation is a business structure that is its own legal entity. This means that it exists independently of its owners and/or incorporators and has the same rights and obligations of an individual. Its ownership is divided into stock shares; individuals and other businesses who possess the stock of a corporation are its owners or stockholders. slot thailand slot resmi slot 4d idn togel toto slot pay4d slot data macau toto slot totoagung totoagung bandar toto togel slot slot gacor hari ini slot gampang menang pay4d idn toto pay4d heylink A corporation differs from a partnership because partnerships aren’t considered a legal entity. Additionally, partnerships only require two or more individuals to form, while corporations need a minimum of five and a maximum of fifteen. What are the advantages and disadvantages of a corporation? There are several advantages to incorporating your company. Firstly, any risk and liability you may encounter will only affect the corporation itself, and owners are not personally liable. It can also easily be passed down to different owners and live indefinitely, ensuring that it will continue to persist even after its owners are no longer around.  On the other hand, it does have its own disadvantages that you should consider if you want to incorporate your company. It is the most challenging business structure to set up in terms of expenses and paperwork. It also generally has a higher capital requirement and operation cost. Finally, corporations are subject to more compliance requirements and laws compared to partnerships and sole proprietorships. How do you establish a corporation? There are many similarities between the steps for establishing a corporation and a partnership, so expect to see many of the same steps that we’ve discussed in our previous article regarding partnership businesses. Here’s what you need to do to establish a corporation:  All partnerships and corporations must secure a certificate of registration with the Securities and Exchange Commission, or SEC, in order to operate. You can start off by going to their website to check the availability of the name of your business and fill out the application form. However, you can also do this at your nearest SEC office. To register your business in the SEC, you’ll have to prepare and notarize a few documents. These are your organization’s by-laws and articles of incorporation, the joint affidavit of at least two incorporators, and an affidavit of your organization’s treasurer. You’ll also need your name reservation/verification slip, your cover sheet, and your registration data sheet. Since you’ll be setting up your organization in your barangay, it’s important to get your business a barangay clearance. This ensures your community that your business adheres to the standards of their local Barangay. To complete your application, you’ll need your Certificate of Business Registration from the SEC, two (2) valid IDs, and a proof of address. This can be the contract of your lease if your location is rented, or your Certificate of Land Title if you own your own location. Similar to your Barangay Clearance, you’ll need a Business Permit or Mayor’s Permit so that you can run your business in your municipality. These permits are also proof that your business meets the standards of the Local Government Unit, or LGU. Note that these permits do have an expiration date, as they must be renewed once a year. Note that you’ll only be able to get these permits after you’ve secured the other requirements in the previous steps: a Certificate of Registration from SEC and a Barangay Clearance. You’ll also need two (2) valid IDs and a proof of address, similar to what you provided when applying for your Barangay Clearance. You’ll need to register with the Bureau of Internal Revenue or BIR to comply with tax obligations. Registering with the BIR will also grant you permission to issue official receipts, register books of accounts, and obtain a separate Tax Identification Number for your business.To complete your registration, you’ll need to accomplish BIR Form 1903 – Application for Registration (For Partnerships/Corporations). Besides your complete BIR Form, you’ll also need to submit your previously completed Certificate of Registration from the SEC, Barangay Clearance, and Business or Mayor’s Permit. You’ll also need proof of address and a valid ID. Then, register your account books and up-to-date invoices. After this, you’ll finally get your BIR Certificate of Registration. Finally, register with these government-mandated agencies as an employer. You will need to register your employees with the Philippine Health Insurance Corporation (Philhealth) and the Home Development Mutual Fund (HDMF) and remit their shares of contribution to the aforementioned agencies. Philhealth is responsible for providing your employees with health insurance, while the HDMF administers the Pag-IBIG Fund, which provides affordable financing for its members’ housing needs. You’ll also need to register both your business and your employees in the SSS so you can properly remit your employees’ monthly contributions.  This concludes our series about establishing your own business. Whether you plan on opening a sole proprietorship, partnership, or corporation, we hope that our guides have given you insight on the process you’ll have to go through.

What do you know about audits? An audit is an evaluation of a company’s process or quality system to ensure that it complies with rules and regulations. Audits can be done internally by the employees of the company, an independent auditor, or an outside firm.  Many people associate the word “audit” with financial audits, wherein an independent party evaluates a company’s financial statements. However, there are many different types of audits used to evaluate a company. Here are the three common types of audits. Financial Audit As aforementioned, financial audits are a thorough evaluation of an organization’s financial statements and accounts. This is to make sure that a company is representing their finances truthfully and accurately. It’s also done to ensure that the company is complying with the laws of the government. pay4d idn togel panel idn During a financial audit, your auditor will most likely review your account balances, transactions, financial statements, historical documents, internal documents, financial statements, and financial commitments such as loans. Besides government compliance, you can gain several benefits from getting an audit. An audit can point out any accidental errors and discrepancies, but it can also possibly detect cases of real financial fraud. Financial audits can also take an overall look at the organization’s financial performance to see which areas need improvement and which can be streamlined and optimized. Internal Audit Internal audits evaluate the organization’s internal controls, which are described as the accounting processes used by the company’s finance department. This includes its risk management, corporate governance, and accounting processes. Similarly to the other types of audits, one of its main goals is to ensure compliance with the set rules and regulations.  There are several types of internal audits. Risk management, for example, focuses on detecting and preventing cases of fraud or abuse. It can also check the organization’s work culture, ethics, and morale and evaluate what can be improved. Environmental audits evaluate the organization’s impact on the planet, so that it can strive to turn to more eco-friendly strategies in the future. While internal audits usually aren’t compulsory, it can help managers learn more about their organization’s potential, its strengths and weaknesses, and what direction it is currently going. By doing so, business owners can take steps towards improving their company further. Internal audits are done by the company’s in-house auditing team. Operational Audit Finally, operational audits examine the organization’s day to day and overall operations to check its efficiency and effectiveness. This type of audit goes beyond financial concerns and takes a look at the organization as a whole.  Your auditor would want to observe different aspects of your organization, depending on the type of operational audit. For example, department audits can specifically look at the procedures and processes of the marketing team or HR team. If changes are implemented around the company after an initial operational audit, a follow-up audit may be done later on. Similarly to internal audits, operational audits are all about finding new ways to make business operations smoother and easier. Auditors can offer managers a new perspective on their business operations, find blind spots that you may have swept past, and offer changes with its own opportunities and risks. Unlike internal audits, however, operational audits cannot be done in-house. Instead, companies would hire an expert to do the audit for them. If you’re looking for trustworthy auditors to perform audits for your business, consider booking a consultation with Sadsad Tamesis Law and Accountancy Firm.