Understanding Certificates of Deposit and Corporate Structures

Certificates of Deposit and Pledge Bonds

A certificate of deposit evidences ownership of goods or commodities deposited in the issuing store.

Bono pledges: Formation of a credit lien on the goods or property as specified in the relevant certificate of deposit.

Only credit institutions and general warehouses may issue these bonds.

Article 231: Certificate and Bonus Pledge Requirements

The document must include:

• The designation of being a certificate of deposit and bonus.
• The signature of the issuing store.
• The place of deposit.

Corporate Structures and Legal Entities

A corporation exists under a specific name and is exclusively composed of partners whose liability is limited to the payment of their shares.

• Must have at least 2 partners, each subscribing to at least 1 share.
• Social capital must be no less than 50,000 pesos and fully subscribed.

Types of Business Entities

1. General partnership
2. Simple limited partnership
3. Limited liability company
4. Corporation
5. Partnership limited by shares
6. Co-operative Society

Articles of Incorporation

The Articles of Incorporation must contain:

• The name or company name and duration.
• The amount of social capital.
• The distribution of gains and losses.

Distribution Rules:

• Gains or losses for venture capitalists are made in proportion to their contributions.
• The industrial partner shall receive half of the profits; if there are several, that half is divided equally.

Endorsement Requirements and Legal Effects

Article 29 Requirements:

• Name and signature of the endorser.
• Name of the endorsee.
• Class of endorsement.
• Location and date.

Types of Endorsement:

• Property: Transfers ownership of the title and all inherent rights.
• Procurement: Does not transfer property but grants the endorsee power to present the document for acceptance, cash it out of court, or protest it.
• Collateral: Attributes to the endorsee all rights and obligations of a pledgee, including powers conferred by proxy.