legal Free Legal Advice

[pinpoint015]

if it is a corporation, look into the corporate structure first (who are the stockholders and the members of the Board etc).

 

before you can claim the business, you have to own stock in the corporation. which will require stockholder/s transferring shares to you. Hence, the need to know who are the stockholders.

 

The stockholders would be the siblings of my mom and/or their widows. Can we do the transferring without notifying the other stockholders? And can we do it if the corporation's necessary permits and/or licenses were already expired.

 

And if it's not a corporation anymore, what would be the process?

[MP5K]

Hey guys. Need help, again. So here's the story.

 

My family has a business, a funeral parlor that is around for 62 years na. It changed hands from my lolo, then to one of my uncles, then to another uncle. Business was doing great before. Then when the second uncle handled the business, it slowly declined. It is now to the point that it's barely operating. The business had an expired business license and haven't been renewed for a couple of years now. Here's what I know about the business.

 

1. Started by my lolo from my mother's side 62 years ago

2. My mom has 5 brothers and a sister, 3 of whom are dead, including my mom.

3. Sometime between 2000-2010, they converted it into a corporation.

4. Last registered owner is my uncle, 5th child.

 

So our plan is for me to register the funeral home as mine, sole proprietor. I have the support of the youngest sister of my mom, and the widow of my 3rd uncle. Will we able to register this as our business or are there any legal loop holes we can exploit, or can be exploited by my other uncle?

 

Thanks!

 

 

if it is a corporation, look into the corporate structure first (who are the stockholders and the members of the Board etc).

 

before you can claim the business, you have to own stock in the corporation. which will require stockholder/s transferring shares to you. Hence, the need to know who are the stockholders.

 

 

 

The stockholders would be the siblings of my mom and/or their widows. Can we do the transferring without notifying the other stockholders? And can we do it if the corporation's necessary permits and/or licenses were already expired.

 

And if it's not a corporation anymore, what would be the process?

 

No you cant tranfer without notifying the others. Follow rocco69's advice and check who are the stockholders of the corp. You said the funeral parlor biz was made into a corporation. The corp will have to sell you the business. and obviously you have to pay for it right?

There are a lot of details that are needed, and processes you need to go thru.

 

Go to the SEC to check who are the stockholders and board of directors of the corp.

[pinpoint015]

 

 

 

 

 

No you cant tranfer without notifying the others. Follow rocco69's advice and check who are the stockholders of the corp. You said the funeral parlor biz was made into a corporation. The corp will have to sell you the business. and obviously you have to pay for it right?

There are a lot of details that are needed, and processes you need to go thru.

 

Go to the SEC to check who are the stockholders and board of directors of the corp.

 

Hi Sir! Thank you for your advice. I tried searching for the corporation's name through the SEC i-Register and found it. Will drop by at SEC to check the records. I don't have the pass yet to view the info eh. Will just post here again once I have more details. Thank you once again Messrs.

[rocco69]

 

The stockholders would be the siblings of my mom and/or their widows. Can we do the transferring without notifying the other stockholders? And can we do it if the corporation's necessary permits and/or licenses were already expired.

 

And if it's not a corporation anymore, what would be the process?

transfer of the shares would either be by sale or donation. However, if the shareholder is already dead, the widow (and children) have to settle the estate of the deceased first.

 

Can we do the transferring without notifying the other stockholders?

 

yes, but the transfers have to be registered in the books of the company.

 

 

And if it's not a corporation anymore, what would be the process?

 

find out first what happened. without knowing what happened to the corporation, we do not know who now owns the assets of the corporation, as well as who has the authority to dispose of these assets.

[99PercentCaffeine]

Good day.

 

I am looking for legal advice regarding Buyers Remorse (on Services NOT Goods)

 

 

Party A contracted Party B to run a Social Media and Online Visibility Campaign for 60 days. Total contract price was 36,000. Party B was paid an initial payment of Php19,000. The agreement was that 36,000 will be paid in full, but Party B decided to allow a staggered payment plan to help out Party A. Two weeks after, Party B reneged on the agreement, wanting to cancel the entire campaign and asking for a refund. The reason behind the decision was that they decided they no longer needed/wanted it. Party A is asking for a refund. What does the law say about Buyers Remorse on Services.

 

Thank you.

[blue+george]

unsolicited advice (i'm not a lawyer)

 

@pinpoint - advice, buy the shares from the shareholders, if the shareholders are dead, get an attorney to facilitate the sale or transfer of shares from your relatives to you or to whoever is applicable. its quite tedious. if i were you, sweet talk everyone, board resolution and restructure the corporation and amend it with the sec.

 

@percent caffeine - advice, get a lawyer. I think it can be heard on the small claims court.

 

 

 

- I have a question -

 

we have a lot around 3000 sq.m in bulacan, after a survey, we found out that an adjacent house has encroached into our lot. problem is its a 2 storey concrete house, now, the owner decided to get a 3rd party surveyor to check it again. and same result. it has been a long time since, now the owner of the house passed away already. and now we would like to utilize the lot (for rental) and construction will be ongoing soon. what legal action can we take and any other alternative thru this problem? thanks in advance.

[rocco69]

Good day.

 

I am looking for legal advice regarding Buyers Remorse (on Services NOT Goods)

 

 

Party A contracted Party B to run a Social Media and Online Visibility Campaign for 60 days. Total contract price was 36,000. Party B was paid an initial payment of Php19,000. The agreement was that 36,000 will be paid in full, but Party B decided to allow a staggered payment plan to help out Party A. Two weeks after, Party B reneged on the agreement, wanting to cancel the entire campaign and asking for a refund. The reason behind the decision was that they decided they no longer needed/wanted it. Party A is asking for a refund. What does the law say about Buyers Remorse on Services.

 

Thank you.

Two weeks after, Party B reneged on the agreement?

 

I am assuming from the tenor of the question that it was actually Party A who reneged on the agreement, given that it is Party B who would render the services, and it appears that it was Party A who needed/wanted the campaign at first.

 

Once a contract is perfected, a party to the contract cannot unilaterally withdraw, without a valid reason, from the same (unless there is a clause in the contract allowing him to do so).

 

Accordingly, so long as Party B is ready and willing to perform the services and there is no clause allowing for unilateral withdrawal, Party A may not withdraw from the same on the reason that they no longer need/want it.

 

However, the law does not also like unjust enrichment, which would happen if Party B gets to keep the P19k without performing any services for it.

Accordingly, the equitable solution would be to allow Party A to withdraw from the contract, but he has to pay Party B the expenses which the latter has already incurred by reason of the contract PLUS DAMAGES suffered by Party B due to the unilateral withdrawal. The expenses already incurred plus damages MAY OR MAY NOT EQUAL 19k (I'd say it probably is less than 19k). So, I suggest that Party B inform party A that he will return the 19k less the expenses incurred and damages (pwede isoli niya 10k na lang, depende sa kanya).

 

Note that, legally speaking, Party B can insist on the contract (it appearing that unilateral withdrawal is not allowed). The problem would be that Party A might not release the remaining 17k, so walang incentive to perform without full payment first. Note also that they cannot insist on a refund so long as Party B insists on the performance of the contract. Basically, magkakasamaan lang ng loob si Party A at B, until one of them files a case (which, given the small amount involved, is a remote possibility).

[99PercentCaffeine]

Two weeks after, Party B reneged on the agreement?

 

I am assuming from the tenor of the question that it was actually Party A who reneged on the agreement, given that it is Party B who would render the services, and it appears that it was Party A who needed/wanted the campaign at first.

 

Once a contract is perfected, a party to the contract cannot unilaterally withdraw, without a valid reason, from the same (unless there is a clause in the contract allowing him to do so).

 

Accordingly, so long as Party B is ready and willing to perform the services and there is no clause allowing for unilateral withdrawal, Party A may not withdraw from the same on the reason that they no longer need/want it.

 

However, the law does not also like unjust enrichment, which would happen if Party B gets to keep the P19k without performing any services for it.

Accordingly, the equitable solution would be to allow Party A to withdraw from the contract, but he has to pay Party B the expenses which the latter has already incurred by reason of the contract PLUS DAMAGES suffered by Party B due to the unilateral withdrawal. The expenses already incurred plus damages MAY OR MAY NOT EQUAL 19k (I'd say it probably is less than 19k). So, I suggest that Party B inform party A that he will return the 19k less the expenses incurred and damages (pwede isoli niya 10k na lang, depende sa kanya).

 

Note that, legally speaking, Party B can insist on the contract (it appearing that unilateral withdrawal is not allowed). The problem would be that Party A might not release the remaining 17k, so walang incentive to perform without full payment first. Note also that they cannot insist on a refund so long as Party B insists on the performance of the contract. Basically, magkakasamaan lang ng loob si Party A at B, until one of them files a case (which, given the small amount involved, is a remote possibility).

 

Sorry, my bad. It was Party A who reneged on the agreement. Party B is willing to render services and forgo the remaining balance still owed. The Service provider has already done most of the work and will accept not getting paid the rest of what was due, mostly in deference to their existing business relationship which was going well prior to this particular transaction. Thank you for your advice. Much appreciated.

[pinpoint015]

transfer of the shares would either be by sale or donation. However, if the shareholder is already dead, the widow (and children) have to settle the estate of the deceased first.

 

Can we do the transferring without notifying the other stockholders?

 

yes, but the transfers have to be registered in the books of the company.

 

 

And if it's not a corporation anymore, what would be the process?

 

find out first what happened. without knowing what happened to the corporation, we do not know who now owns the assets of the corporation, as well as who has the authority to dispose of these assets.

 

Hi bosses. Updated on this.

 

So I checked SEC i-View for the records of the corporation. I found it although it was already had a status "Revoked." It was registered in1990. Then I was informed by one of my aunt that the name of the funeral parlor was changed around 2007-2009, but reverted back to it's former name around 2011-2013. So I also checked old receipts and found that the when it changed to a different name around 2007-2009, my uncle was the "proprietor."

 

What should I do then? Thanks

[rocco69]

 

Hi bosses. Updated on this.

 

So I checked SEC i-View for the records of the corporation. I found it although it was already had a status "Revoked." It was registered in1990. Then I was informed by one of my aunt that the name of the funeral parlor was changed around 2007-2009, but reverted back to it's former name around 2011-2013. So I also checked old receipts and found that the when it changed to a different name around 2007-2009, my uncle was the "proprietor."

 

What should I do then? Thanks

SEC i-View would not really be the same as getting an official certification that the company's registration has been revoked.And the next question that arises is: Why was its registration revoked?

 

But...

 

On the assumption that the company's revocation was due to its failure to submit annual documentary requirements , and on the further assumption that your uncle became the owner afterwards, you'll have to buy the business from your uncle (if he is dead already, his heirs have to execute an extrajudicial settlement of estate w/ sale, wherein they sell the business [to include the fixtures and equipment used in and about the business; the stock of goods, wares, merchandise, provisions and materials of the business; and the goodwill and right to use the name of the business] to you.

 

Note that the seller has to make an inventory of the stock of goods, wares, merchandise, or material in bulk to be purchased; as well as notify all creditors of the business of the price, terms and conditions of the sale at least 10 days before delivery to the buyer (see Act 3952, Bulk Sales Law), otherwise the sale is void and you could even be held liable for violation of Act 3952.

Edited July 16, 2017 by rocco69

[pinpoint015]

SEC i-View would not really be the same as getting an official certification that the company's registration has been revoked.And the next question that arises is: Why was its registration revoked?

 

But...

 

On the assumption that the company's revocation was due to its failure to submit annual documentary requirements , and on the further assumption that your uncle became the owner afterwards, you'll have to buy the business from your uncle (if he is dead already, his heirs have to execute an extrajudicial settlement of estate w/ sale, wherein they sell the business [to include the fixtures and equipment used in and about the business; the stock of goods, wares, merchandise, provisions and materials of the business; and the goodwill and right to use the name of the business] to you.

 

Note that the seller has to make an inventory of the stock of goods, wares, merchandise, or material in bulk to be purchased; as well as notify all creditors of the business of the price, terms and conditions of the sale at least 10 days before delivery to the buyer (see Act 3952, Bulk Sales Law), otherwise the sale is void and you could even be held liable for violation of Act 3952.

 

Our assumption is that the company failed to submit the annual documentary requirements. My uncle is still alive. He didn't renew the permits of the business since the year 2011, thus, operating the business with virtually no permit whatsoever. He's using his 'influence' with the city hall as a retired police Colonel to skip the payment of the permits.

 

Is there any way we can get the business without involving in a sale? Since the business is not registered since 2011?

[rocco69]

 

Our assumption is that the company failed to submit the annual documentary requirements. My uncle is still alive. He didn't renew the permits of the business since the year 2011, thus, operating the business with virtually no permit whatsoever. He's using his 'influence' with the city hall as a retired police Colonel to skip the payment of the permits.

 

Is there any way we can get the business without involving in a sale? Since the business is not registered since 2011?

1. Is there any way we can get the business without involving in a sale? Since the business is not registered since 2011?

 

Since your uncle is the one "running" the funeral business, there is no way that you can get the assets and operate the business without him knowing.

 

And given that he has been operating the business as a single proprietorship for about a decade now, without any objection from his siblings, it appears that he really is the owner of the business, as any right to object thereto has probably already prescribed.

 

Accordingly, to get the business without a sale would require that your uncle donate the business to you.

 

Note that registration only affects the right of the business to operate in the city where it is located. It does not resolve the question of who owns the business.

[pinpoint015]

1. Is there any way we can get the business without involving in a sale? Since the business is not registered since 2011?

 

Since your uncle is the one "running" the funeral business, there is no way that you can get the assets and operate the business without him knowing.

 

And given that he has been operating the business as a single proprietorship for about a decade now, without any objection from his siblings, it appears that he really is the owner of the business, as any right to object thereto has probably already prescribed.

 

Accordingly, to get the business without a sale would require that your uncle donate the business to you.

 

Note that registration only affects the right of the business to operate in the city where it is located. It does not resolve the question of who owns the business.

 

Oh ok. Thank you Sir!

[nwebe]

 

Is there any way we can get the business without involving in a sale? Since the business is not registered since 2011?

 

Bakit di ka na lang magtayo ng sarili mong funeral parlor? Less hassle pa.

[pinpoint015]

 

Bakit di ka na lang magtayo ng sarili mong funeral parlor? Less hassle pa.

Insufficient capital. And my goal is to preserve the family business. It's been there na kasi for 60+ years, established by my grandfather. So, pursuing it because of it's sentimental value rather than the material value. Hehe