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Question 2

2023 Bar · Mercantile Law · 1 sub-question

2. Datu Commercial Corporation (DCC), a publicly-listed company with the Philippine Stock Exchange, incorporated Kidlat Close Corporation (KCC), investing into 91% of its outstanding capital. The chairman, president, and executive vice-president of DCC are incorporators of KCC, each holding 3% of the outstanding capital stock. The articles of incorporation of KCC provided: 1) a limit on the number of shareholders, which shall never exceed five; 2) a right of first refusal; and 3) a prohibition on the shares from being listed or being publicly offered. Pending the issuance by the Securities and Exchange Commission (SEC) of the Certificate of Registration, the vice-president of KCC entered into a long-term contract of lease on behalf of KCC, which was declared therein as undergoing incorporation with the SEC. Is DCC qualified to be an incorporator of KCC although it is a juridical entity? Explain your answer.

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