Q&A

Senate Bill No. 1280

House Bill No. 8374

AN ACT
PROVIDING FOR
THE REVISED CORPORATION CODE OF THE PHILIPPINES
(Approved by the Bicameral Conference Committee on November 26, 2018)

What are the objectives of the law?

The law seeks to incorporate international best standards and practices into Philippine
commerce and business and address present-day realities. Likewise, it aims to encourage the
creation of new businesses, contribute to the ease of doing business, strengthen corporate
governance, better protect the rights of stockholders, minimize or deter corporate abuses and
fraud, strengthen anti-corruption measures, and fortify the regulatory authority of the Securities &
Exchange Commission (SEC).

What is the new lifetime of a corporation?

Unlike the old law which caps the lifetime of a corporation at fifty (50) years, the measure
now allows the perpetual existence of a corporation.

Can a single person incorporate?

From the previous minimum of five (5) incorporators, the law now allows the formation of
one person corporations as it removes the minimum number of incorporators.

How much is the new required subscribed and paid up capital stock?

None. The new law removes the requirement of subscribed and paid up capital stock for
purposes of incorporation.

Does the new law recognize advances in technology in submitting articles of incorporation
or subsequent amendments thereto?

Yes. The new law now permits the electronic submission of articles of incorporation or
amendments thereto.

Can SEC issue certificates of incorporation through similar electronic means?

Yes. The law now allows the SEC to issue certificates of incorporation in the form of an
electronic document.

Can stockholders, directors or trustees attend meetings even if not physically present?

Yes. The new law now permits attendance at meetings by remote communication.

How about voting during meetings?

Yes. The law now allows voting in absentia during meetings.

How does the new law help the SEC in doing its regulatory work?

The new law strengthens the SEC through additional powers of investigation, and
prosecution by increasing the penalties for violations.

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