The document outlines 7 key limitations on a corporation's power of self-amendment under Philippine law. Amendments must (1) be for a legitimate purpose, (2) be approved by 2/3 of members or written assent, (3) be made in good faith and not to defraud the minority, (4) recognize appraisal rights if shareholder rights are changed, (5) not extend the corporate term by more than 50 years, (6) have certified and filed amended articles with the SEC plus additional approvals if governed by special laws, and (7) have original and amended articles contain all required contents. Shareholder approval is also needed if adding an entirely different purpose or investing in another
The document outlines 7 key limitations on a corporation's power of self-amendment under Philippine law. Amendments must (1) be for a legitimate purpose, (2) be approved by 2/3 of members or written assent, (3) be made in good faith and not to defraud the minority, (4) recognize appraisal rights if shareholder rights are changed, (5) not extend the corporate term by more than 50 years, (6) have certified and filed amended articles with the SEC plus additional approvals if governed by special laws, and (7) have original and amended articles contain all required contents. Shareholder approval is also needed if adding an entirely different purpose or investing in another
The document outlines 7 key limitations on a corporation's power of self-amendment under Philippine law. Amendments must (1) be for a legitimate purpose, (2) be approved by 2/3 of members or written assent, (3) be made in good faith and not to defraud the minority, (4) recognize appraisal rights if shareholder rights are changed, (5) not extend the corporate term by more than 50 years, (6) have certified and filed amended articles with the SEC plus additional approvals if governed by special laws, and (7) have original and amended articles contain all required contents. Shareholder approval is also needed if adding an entirely different purpose or investing in another
(2)[Sec. 16] MUST be with 2/3s vote or written assent of members/OCS. No meeting required except increase/decrease ACS and extension or shortening of corporate life under Secs 37 & 38 (3)MUST be exercised in GOOD FAITH and not merely to defraud or prejudice the minority. (4)[Sec. 81] Appraisal right recognized when amended has the effect of changing or restricting the rights of any SH or class shares (5)[Sec. 11] extention of term CANNOT exceed 50 years at a time. (6)[Sec. 46] amended articles DULY certified, FILED with the SEC. Additional for corp/s governmed by special laws: certificate from appropriate government agencies that the amendment is in accordance with law. (7)Both original and amended articles, together, should contain all contents under Secs 14 & 15. (8)[Sec. 42] In adding a purpose ENTIRELY DIFFERENT from original one, before investing in another company, SH approval is needed