Corporation, an artificial being

A corporation's existence is granted only by fiction of law. In fact, the law limits it to act only through  its Board of Directors (BOD), not through the persons of its directors, officers and employees.  Being only a juridical entity, it cannot engage in physical acts like natural persons can. Therefore, the negotiation of contracts, the signing of documents and other acts can be performed only by natural persons duly authorized for the purpose by corporate by-laws or by a special act of the BOD.

THE SUPREME COURT: A corporation, such as petitioner, has no power except those expressly conferred on it by the Corporation Code and those that are implied or incidental to its existence. In turn, a corporation exercises said powers through its board of directors and / or its duly authorized officers and agents. Thus, it has been observed that the power of a corporation to sue and be sued in any court is lodged with the board of directors that exercises its corporate powers (Premium Marble Resources, Inc. v. CA, 264 SCRA 11 [1996]). In turn, physical acts of the corporation, like the signing of documents, can be performed only by natural persons duly authorized for the purpose by corporate by-laws or by a specific act of the board of directors. (G.R. No. 143377. February 20, 2001)

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