AE2107 – BUSINESS LAWS AND REGULATIONS

R. A. NO. 11232 – REVISED CORPORATION CODE OF THE PHILIPINES

(Amending B. P. No. 68 – Corporation Code of the Philippines)

COMPARISON:
BP NO. 68 R. A. NO. 11232

SHARES SHARES

Cannot issue n-par value shares Cannot issue no-par value shares

1. Banks 1. Banks
2. Trust companies; 2. Trust companies;
3. Insurance companies; 3. Insurance companies;
4. Public utilities; 4. Public utilities;
5. Building and loan associations 5. Building and loan associations
6. Pre-need companies
7. Other corporations authorized to obtain or access funds
from the public, whether publicly listed or not

Founders’ Share Founders’ Share

Exclusive right to vote and be voted for in the Exclusive right to vote and be voted for in the election of
election of directors. directors.

5 years from SEC approval 5 years from date of incorporation.

 Should not violate Anti-Dummy law or Foreign

Investment Act

Redeemable Shares Redeemable Shares

Terms and conditions must be stated in the Articles Terms and conditions must be stated in the Articles of
of incorporation (AOI) and certificate of stocks incorporation (AOI) and certificate of stocks

 Subject to rules issued by the SEC.

Incorporators Incorporators
o - are those stockholders or members mentioned in the
article of incorporation as originally forming and
composing the corporation and who are signatories
thereof.

Corporators
Stockholders/Shareholders
Members

Minimum of 5 natural persons o Any person, partnership, association, or corporation,

Majority must be residents of the Philippines
singly or jointly with others, not exceeding 15.
o Non-individuals can now be incorporators.
o No minimum number is required, and majority of
them need not be resident of the Philippines
o Any single natural person, is now allowed to form a
corporation by himself (ONE PERSON CORPORATION)
 BP NO. 68 R. A. NO. 11232

Incorporators SEC MC 16-19 : Guidelines on the number and

qualifications of incorporator under Revised
Corporation Code (RCC)

Number of incorporators

Two (2) or more persons, but not more than 15, may
organize themselves and form a corporation

Only One Person Corporation (OPC) may have a single

Minimum of 5 natural persons stockholder, as well as a sole director. Accordingly, its
registration must comply with the corresponding
Majority must be residents of the Philippines separate guidelines on the establishment of an OPC

Qualifications of Incorporators

Each incorporator of a stock corporation must own, or

be a subscriber to, at least one (1) share of the capital
stock;

Each incorporator of a nonstock corporation must be a

member of the corporation.

The incorporators may be composed of any

combination of:
a. Natural person/s;
b. SEC registered Partnership/s;
c. SEC registered domestic corporation/s, as well as
d. Foreign corporation/s

Incorporators who are natural persons must be of legal

age, must sign the articles of incorporation/ By-laws.

Partnerships as Incorporators

The application for registration for registrations must

be accompanied by a Partners’ Affidavit, duly executed
by all the partners, to the effect that they have
authorized the partnership to invest in the corporation
about to be formed and that they have designated one
of the partners to become a signatory to the
incorporation documents.

Partnerships under “ dissolved” or “expired” status

with the SEC shall not be authorized to become an
incorporator

Domestic Corporations or Associations as Incorporators

Its investment in the new corporation must be

approved by a majority of the board of directors or
trustees and ratified by the stockholders representing
at least two-thirds (2/3) of the outstanding capital
stock, or by at least two-thirds (2/3) of the members in
the case of nonstock corporations, at a meeting duly
called for the purpose.
BP NO. 68 R. A. NO. 11232
SEC MC 16-19 : Guidelines on the number and
qualifications of incorporator under Revised
Corporation Code (RCC)

Domestic Corporations or A

A Directors’/Trustees Certificate or a Secretary’s

Certificate, indicating the necessary approvals, as well
as the authorized signatory to the incorporation
documents, shall be executed under oath and
submitted by the applicant.

Domestic corporations under “delinquent,

“suspended”, “revoked” or “expired” status with the
SEC shall not be authorized to become an
incorporator.

Foreign Corporations as incorporators.

The application for registration must be accompanied

by a copy of a document (i. e., Board Resolution,
Directors’ Certificate, Secretary’s Certificate, or its
equivalent), duly authenticated by a Philippine
Consulate or with an apostille affixed thereto,
authorizing the foreign corporation to invest in the
corporation being formed and specifically naming the
designated signatory on behalf of the foreign
corporation.

Signatories of the Articles of incorporation –

Each individual designated to sign the Articles of

Incorporation/ By-laws on behalf of an incorporator,
which is not a natural person, must also indicate the
corporate or partnership name of the entity being
represented and for whom he/she is executing the
Articles of Incorporation/By-laws.

The Taxpayer Identification Number (TIN) of the

principal, as well as the designated signatory, should
be included in the Articles of Incorporation.

No application for incorporation shall be accepted

unless the registration documents reflect the TIN or
passport number of all its foreign investors other than
foreign corporations which have not yet been issued a
Taxpayer Identification Number.

After incorporation, all the foreign investors, natural

juridical, shall secure a Taxpayer Identification
Number.
All documents to be filed with the SEC after
incorporation (e.g., General Information Sheets) shall
not be accepted unless the TIN of all its foreign
investors, natural or juridical, resident or non-resident,
are indicated therein.
 BP NO. 68 R. A. NO. 11232
SEC MC 16-19 : Guidelines on the number and
qualifications of incorporator under Revised
Corporation Code (RCC)

Designation of Incorporators as Directors or Trustees-

An individual who signs the Articles of Incorporation

on behalf of an incorporator, which is not a natural
person, may not be named as a director or trustee in
the same Articles of Incorporation, unless when the
said individual is also the owner of at least one (1)
share of stock or is also a member, of the corporation
being formed.

Foreign Nationals in the Articles of Incorporation –

The inclusion of foreign nationals in the Articles of

Incorporation shall be subject to the applicable
constitutional, statutory, and regulatory restrictions, as
well as conditions, with respect to foreign participation
in certain investment areas or activities.

Additional Requirements for Certain Corporations –

No Articles of incorporation of banks, banking

institutions, preneed, insurance and trust companies,
NSSLAS, pawnshops, and other financial
intermediaries shall be approved unless accompanied
by a favorable recommendation of the appropriate
government agency to the effect that the Articles of
Incorporation are in accordance with law.

CORPORATE TERM
BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code
50 YEARS PERPETUAL CORPORATE EXISTENCE, unless otherwise
provided in the Articles of Incorporation (AOI).
May be extended for periods not exceeding 50 years in
any single instance. Existing corporations upon effectivity of RCC will
automatically have perpetual existence, unless they
No extension can be made earlier than 5 years prior to notify the SEC of their desire to retain the 50-year
the original or subsequent expiry date. term.

Retention (of 50-year term) must be approved by

majority of Outstanding Capital Stock.

A limited corporate term may be extended by

amendment of AOI not earlier than 3 years prior to
expiration of term.

SEC Opinion Nos. 19-28 (July 22, 2019) and 19-16

(April 15, 2019)

Corporate term of existing corporations (upon

effectivity of the RCC is deemed extended and
amended to perpetual existence pursuant to Sec. 11 of
the RCC.
 REVIVAL OF CORPORATE EXISTENCE

BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code

No counterpart provision A corporation with expired term may apply for the
revival of its corporate existence

If approved, the SEC will issue a certificate of revival

giving it perpetual existence, unless is request for a
limited term

No revivals is allowed for companies under the

supervision of other government agencies such as
banks and insurance & trust companies, unless the
revival is first approved by appropriate government
agency.

SEC MC 23-19- Guidelines on the Revival of Expired

Corporations

Which Corporations may apply for revival?

1. Generally, a corporation whose term has expired;

2. An Expired Corporation whose Certificate of

Registration has been revoked for non-filing of
reports (e.g. General Information Sheet, and Audited
Financial Statements), provided that it shall file the
proper Petition to Lift its Revoked Status;

3. An Expired Corporation whose Certificate of

Registration has been suspended, provided that it
shall file the proper Petition to Lift its Suspended
Status; or

4. An Expired Corporation whose Corporate Name

has already been validly re-used, and is currently
being used, by another existing corporation duly
registered with the Commission, provided that the
former shall change its corporate name within thirty
(30) days from the issuance of its Certificate of Revival
of Corporate Existence.

Which Corporations may NOT apply for revival?

1. An Expired Corporation which has completed the

liquidation of its assets;

2. A Corporation whose Certificate of Registration has

been revoked for reasons other than non-filing of
reports (General Information Sheets, and Audited
Financial Statements);

3. A Corporation dissolved by virtue of Section 6(c)

and 6(d) of Presidential Decree No. 902-A as amended
by Presidential Decree No. 1799;
 4. An Expired Corporation which already availed of re-
registration, in accordance with Memorandum Circular
No. 13, series of 2019 (Amended Guidelines and
Procedures on the Use of Corporate and Partnership
Names) or other memorandum circulars
Issued by the Commission pertaining to re-registration,
except when:
I. The re-registered corporation has given its
consent to the Petitioner to use its corporate
Name, and has undertaken to undergo
voluntary dissolution immediately after the
issuance of the Petitioner’s Certificate of
Revival; or
II. The re-registered corporation has given its
consent to the Petitioner to use its corporate,
and has undertaken to change its corporate
name immediately after the issuance of the
Petitioner’s Certificate of revival.

Required Vote to Initiate Revival –

At least a majority of the board of directors, and the

vote of at least majority of the outstanding capital
stock.
For nonstock corporation, at least a majority vote of
the board of trustees, and the vote of at least
majority of the members.

MINIMUM CAPITAL STOCK

BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code

No minimum Authorized Capital Stock (ACS), subject No minimum requirements are provided, subject to
to special laws. special law.

At least 25% of ACS must be subscribed, at least 25% BUT, in case of increase of capitalization, 25% of the
of the total subscription must be paid upon increase must be subscribed and 25% of the
subscription. subscription must be paid up. (Sec. 37, RCC)

In no case shall the paid-up capital be less than o RCC, Sec. 37 – Power to Increase or Decrease
P5,000.00 Capital Stock; Incur, Create or Increase
Bonded Indebtedness. –

“… Provided, That the Commission shall not accept for

filing any certificate of increase capital stock unless
accompanied by a sworn statement of the treasurer
of the corporation lawfully holding office at the time of
the filing of the certificate, showing that at least
twenty-five percent (25%) of the amount subscribed
has been paid in actual cash to the corporation or
that property, the valuation of which is equal to
twenty-five percent (25%) of the subscription, has
been transferred to the corporation…
 Articles of Incorporation
BP NO. 68- Old Corporation Code
Notarized AOI
Attach Treasurer’s Affidavit
No provision on electronic document
Corporate Name
BP NO. 68- Old Corporation Code
Not allowed if the corporate name is:
1. Identical or deceptively or confusingly similar
to that of any existing corporation or any other
name already protected by law or
2. Patently deceptive, confusing or contrary to
existing laws.
When a change in the corporate name is approved, the
Commission shall issue an amended certificate of
incorporation under the amended name.
R. A. NO. 11232- Revised Corporation Code
Notarized and authenticated
No need for treasurer’s affidavit
AOI or application for amendment may be filed in an
electronic document.
Name and signature of the treasurer.
Undertaking to change corporate name upon receipt
of notice from SEC that:
a. Another corporation, partnership or person
has acquired a prior right to the use of such
name.
b. That the name has been declared not
distinguishable from a name already
registered or reserved for the use of another
corporation,
c. That is contrary to law, public morals, good
customs or public policy.
Provision for arbitration may be provided in the AOI.
R. A. NO. 11232- Revised Corporation Code
Not allowed if proposed name is:
1. Not distinguishable from that already reserved
or
2. Registered for use of another corporation,
or
3. If such name is already protected by law,
or
4. When its use is contrary to existing law, rules
and regulations.
A name is not distinguishable even if it contains one
or more of the following:
a. The word “corporation”, “company”,
“incorporated”, “limited”, “limited liability”, or
an abbreviation of one of such words; and
b. Punctuations, articles, conjunctions,
contractions, prepositions, abbreviations,
different tenses, spacing or number of the
same words or phrase.
The SEC, upon determination that the corporate name
is:
1. not distinguishable;
2. already protected by law;
3. Contrary to law, may summarily order the

Effects of Non-use of Corporate Charter
BP NO. 68- Old Corporation Code
A new corporation must formally organize and
commence business within s years from incorporation,
otherwise, it shall be deemed dissolved.
Continuously Inoperative for 5 years
The SEC may revoke the Certificate of Incorporation if
the corporation becomes inoperative continuously for
5 years.
Board of Directors and Trustees
BP NO. 68- Old Corporation Code
Directors hold office for a term of one (1) year.
Trustees hold office in a way that 1/3 of the first board
will hold office for 1 year, 1/3 for 2 years and 1/3 for 3
years. The subsequent ones will hold 3 years.
Majority of whom should be 3 residents of the
Philippines.
Not required.
corporation to immediately cease and desist from
using such name and require the corporation to
register a new one.
The SEC shall also cause the removal of all visible
signages, marks, advertisements, labels, prints and
other effects bearing such corporate name.
If the corporation fails to comply with the SEC’s order,
the SEC may hold the corporation and its responsible
directors or officers in contempt and/or hold them
administratively, civilly and/or criminally liable and/or
revoke the registration of the corporation.
R. A. NO. 11232- Revised Corporation Code
A new corporation has FIVE (5) years from date of
incorporation to commence business operations.
If it fails to do so within the said period, its certificate
of incorporation will be deemed revoked at the end of
the 5-year.
Continuously Inoperative for 5 years
The corporation may be placed by the SEC under
Delinquent Status, after notice and hearing, for a
period of 2 years, to allow it to resume operations.
R. A. NO. 11232- Revised Corporation Code
Directors hold office for a period of 1 year.
Trustees may be elected for a term not exceeding 3
years.
Majority of the Board is no longer required to be
residents of the Philippines.
Corporations vested with public interest should have a
board with Independent directors, constituting at least
20% of the board, to be elected by the their
shareholders.
Only required for specific corporations: Corporations vested with public interest are
corporations:
a. Falling under the Securities Regulation Code; a. engaged in registered securities
b. Banks; and b. public listed companies
c. Institution under the supervision of the BSP c. public companies which are those with assets
of at least P50,000,000 and with 200 or more
holders of shares, each with at least 100
shares
d. banks and quasi-banks
e. non-stock savings and loan associations
f. pawnshops
g. money service companies
h. pre-need
i. trust and
j. other financial intermediaries and othr
corporations

Independents Directors are persons who:

o apart from shares and fees from the

corporation,
o are independent of management and
o free from any business or other relationship
o which could materially interfere with
independent judgment in carrying out their
responsibilities as director.

Provides for manner of electing directors or trustees, Directors/Trustees are first nominated by the
stockholders/members,
But without any mention of nominations.
And the nominees receiving the highest number of
votes will be elected.

Remote communication or voting in absentia may be

done. If allowed in the By-laws or authorized by
majority of the Board.

In corporation created with public interest, voting in

absentia or by remote communication can be done
even without provision in the By-laws.

Even if no elections are held, the meeting will be

adjourned and the same will be reported to the SEC
within 30 days from the date elections.

No counterpart provision. The report should include a new specific date when
the elections will be held which should not be more
than 60 days from the first date.

In case no date was selected, the SEC may schedule it

for the corporation, and issue other orders in relation
thereto.
 Board of Directors and Trustees (Cont’n)

BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code

The Directors were only Required to Elect Same Officers are Required, BUT:

a. A president, who must be a director,
b. A treasurer who need not be a director, and
c. A corporate secretary who must be a resident
citizen of the Philippines.
The treasurer is now required to be a resident of the
Philippines.
A compliance officer must also be elected for
corporations vested with public interest.

No other officers are required to be elected; unless

there are others listed in the by-laws.

Board of Directors and Trustees (Cont’n)

BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code

Death and Resignation of Director, Trustee & Officer Death and Resignation of Director, Trustee & Officer

Required that any death, resignation or any other The vacancy should be reported to the SEC within 7
circumstance causing a director, trustee, or officer to days from the time the secretary learns of such death,
cease holding office must be reported to the SEC, but resignation, or other causes of vacancy.
no period was provided.
Disqualifications of Directors, Trustees, & Officers
Disqualifications of Directors, Trustees, & Officers
A person shall be disqualified from being a director,
No person shall qualify as a director, trustee or officer trustee or officer of any corporation if, within 5 years
of any corporation, if he/she was convicted by final prior to the election or appointment as such, the
judgment of: person was:

o An offense punishable by imprisonment for a o Convicted by final judgment:

period exceeding 6 years, or a. Of an offense punishable by
A violation of this Code committed within 5 years prior imprisonment for a period exceeding 6
to the date of his election or appointment. years;

b. For violating this Code; and

c. For violating R. A. No. 8799 –

Securities Regulation Code.

d. Found administratively liable for any

offense involving fraudulent acts; and

e. By a foreign court or equivalent

foreign regulatory authority for acts,
violations or misconduct similar to
those enumerated in (a) and (b)
above.
Without Prejudice To Qualifications Or
Disqualifications Imposed By The:

1. Commission,
2. The primary regulatory agency,
3. The Philippine Competition Commission.
 Board of Directors and Trustees (Cont’n)
BP NO. 68- Old Corporation Code
REMOVAL OF DIRECTORS AND TRUSTEES
Only the stockholders or members may remove any
members of the board.
VACANCIES IN THE BOARD
Vacancies caused by removal or expiration of term
were required to be filled by the vote of majority of
the stockholders or members, but no procedure for
such election was included.
Likewise, for vacancies caused by other reasons, no
specific time is provided within which vacancies have
to be filled.
VACANCIES WHEN EMERGENCY ACTION IS REQUIRED
No counterpart provision
R. A. NO. 11232- Revised Corporation Code
REMOVAL OF DIRECTORS AND TRUSTEES
The SEC is also empowered motu proprio or upon
verified complaint, after due notice and hearing to
order the removal of a disqualified director/trustee.
The said removal is without prejudice to any other
sanction the SEC may impose on the board member
who, despite knowledge of disqualification failed to
remove the director/trustee involved.
VACANCIES IN THE BOARD
If vacancy is due to term expiration the election shall
be held no later than the day of such expiration at a
meeting called for that purpose.
If vacancy arises as a result of REMOVAL by the
stockholders or members, the election MAY be held
on the same day of the meeting authorizing the
removal.
In all other cases, the election must be held no later
than 45 days from the time the vacancy arose.
A director or trustee elected to fill the vacancy shall be
referred to a replacement director/trustee and shall
serve only for the unexpired term of the predecessor
in office.
VACANCIES WHEN EMERGENCY ACTION IS REQUIRED
Any vacancy may be temporarily filled from among the
officers of the corporation by unanimous vote of the
remaining directors/trustees IF IT
o Prevents the board from constituting to do
business, and
o There is to act in order to prevent grave,
substantial, and irreparable loss or damage to
the corporation.
The one designated will only be allowed to act
emergency action necessary at such time since his/her
term shall cease within a reasonable time from the
termination of the emergency or upon election of a
replacement.
Within 3 days from the creation of the emergency
board, the corporation is required to notify the SEC of
such matter.
 Board of Directors and Trustees (Cont’n)
BP NO. 68- Old Corporation Code
COMPENSATION OF DIRECTORS AND TRUSTEES
In the absence of provision in by-laws, the directors or
trustees as such shall not, receive compensation
except for reasonable per diems, unless stockholders
representing majority of Outstanding Capital Stocks
(OCS) or members approve the giving of
compensation.
If granted, compensation ”as such directors” should If granted, yearly compensation should not exceed
not exceed 10% of the net income before income tax 10% of the net income before income tax during the
during the preceding year. preceding year.
No counterpart provision
DEALINGS OF DIRECTORS, TRUSTEES AND OFFICERS
with the CORPORATION
Only contracts of directors, trustees, and officers with
the corporation are voidable, unless certain conditions
are present.
SPECIAL COMMITTEES
The board may create an Executive Committee, if they
are allowed by the by-laws, to be composed of at least
3 directors, to act on specific matters delegated by the
board.
R. A. NO. 11232- Revised Corporation Code
COMPENSATION OF DIRECTORS AND TRUSTEES
In the absence of provision in by-laws, the directors or
trustees as such shall not, receive compensation
except for reasonable per diems, unless stockholders
representing majority of Outstanding Capital Stocks
(OCS) or members approve the giving of
compensation.
NOTE: As such directors was deleted in new Code
Corporations vested with public interest shall submit
to the shareholders/members and the SEC, an annual
report of the total compensation of each of their
directors/trustees.
DEALINGS OF DIRECTORS, TRUSTEES AND OFFICERS
with the CORPORATION
Asides from the directors, trustees, and officers,
contracts with their spouses and relatives within the
4th civil degree of consanguinity or affinity are also
voidable.
In addition to the conditions laid down in the old
Corporation Code (quorum, vote, fair and
reasonableness) to make such contracts valid, an
additional condition is required:
o In case of corporations vested with public
interest, material contracts are approved by
at least 2/3 of the entire membership of the
board, with at least a majority of the
independent directors voting to approve
material contract.
SPECIAL COMMITTEES
Aside from Executive Committee, the RCC allows
creation of Special Committees which are temporary
or permanent in nature, and
The board may determine the committee members’
term, compensation, powers, and responsibilities.
 BY-LAWS

BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code

ADOPTION OF BY-LAWS ADOPTION OF BY-LAWS

Within 1 month from receipt of the Certificate of 1 month period to adopt the by-laws after
Incorporation from the SEC, the corporation is incorporation has been deleted.
mandated to adopt its by-laws for its government.
The Corporation now has more time to adopt its by-
But, by-laws may be adopted prior to incorporation, laws, so long as it files its by-laws with the SEC once
which must then be signed by all incorporators, to be adopted.
filed with and approved by the SEC along with the
Articles of Incorporation. It may still choose to adopt the by-laws prior to
incorporation, following the same rules as provided in
the old Corporation Code.

CONTENTS OF BY-LAWS CONTENTS OF BY-LAWS

Additional contents of by-laws

State the modes by which a stockholder, member,

trustee or director may attend meetings and cast their
votes; and

It should also state the maximum number of other

board representation that an independent director or
trustee may have, which should not be more than
prescribed by the SEC.

The By-laws may now also provide for an Arbitration

Agreement.

MEETINGS OF STOCKHOLDERS/MEMBERS

BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code

WRITTEN NOTICE OF REGULAR stockholders/members Notice of annual meeting should be sent to the
meetings should be sent to them at least 2 weeks prior stockholders/members at least 21 days prior to the
to the meeting, unless the by-laws state a different meeting, unless a different period is provided in the
period. by-laws, law or regulation.

If the by-laws do not provide for a specific date then
the annual meeting should be held on any date in
April of every year.
If the annual meeting is not specifically fixed in the by-
laws, it shall be held on any date after April 15.
Allows for the notice to be sent via electronic mail or
in any other manner as may be allowed by the SEC.
 MEETINGS OF STOCKHOLDERS/MEMBERS
(REGULAR MEETINGS)
BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code

No counterpart provision THE BOARD OF DIRECTOR OR TRUSTEES SHALL

ENDEAVOR TO PRESENT TO STOCKHOLDERS OR
MEMBERS

a. The minutes of the most recent regular meeting

which shall include, among others:

o A description of the voting and vote

tabulation procedures used in the previous
meeting;

o A description of the opportunity given to

stockholders or members to ask questions and
a record of the questions asked and answers
given;

o The matters discussed and resolutions

reached;
o A record of the voting results for each agenda
item;

o A list of the directors or trustees, officers and

stockholders or members who attended the
meeting; and

No counterpart provision
o Such other items that the Commission may
require in the interest of good corporate
governance and the protection of minority
stockholders;

The board of directors or trustees shall endeavor to

prevent to stockholders or members the following:

o Appraisals and performance reports for the

board and the criteria and procedure for
assessment;

o A director or trustee compensation report

prepared in accordance with this Code and the
rules the Commission may prescribe;

o Director disclosure on self-dealings and related

party transactions; and or

o The profilers of directors nominated or seeking

election or re-election.

A director, trustee, stockholder, or member may

propose only other matter for inclusion in the agenda
at any regular meeting of stockholders or members.
 SPECIAL MEETINGS OF STOCKHOLDERS/MEMBERS

BP NO. 68- Old Corporation Code R. A. NO. 11232- Revised Corporation Code

Special meetings of stockholders or members shall be Special meetings of stockholders or members shall be
held at any time deemed necessary or as provided in held at any time deemed necessary or as provided in
the by-laws; the by-laws;

Provided, however, That at least one (1) week written Provided, however, That at least one (1) week written
notice shall be sent to all stockholders or members, notice shall be sent to all stockholders or members,
unless otherwise provided in the by-laws. unless a different period is provided in the by-laws,
law or regulation.

Any stockholder/member may propose the holding of

a special meeting and indicate the items to be included
in the agenda.

The stock and transfer book should be closed at least

7 days prior to the date of the special meeting (20
days for regular meeting).

Even if notice of special meetings may still be waived,

general waivers in the articles of incorporation or the
by-laws are not allowed.

Attendance in the meeting will be considered as

waiver of notice, unless the person who attended was
present for the purpose of objecting to any business
transaction for the reason that the meeting was not
lawfully called or convened.

PLACE OF MEETINGS OF STOCKHOLDERS OR MEMBERS

Meetings should be held in the principal office of the Meetings should be held in the principal office of the
corporation, if not practicable, in the city or corporation, if not practicable, in the city or
municipality where the principal office is located. municipality where the principal office is located.

Any city or municipality in Metro Manila is considered Cities and municipalities in Metro Cebu, Davao, and
as a city or municipality. other Metropolitan areas are also considered as cities
and/or municipalities for purposes of
stockholders’/members’ meetings.

NOTICE OF MEETINGS OF STOCKHOLDERS/MEMBER

Notice of any meeting will be sent in accordance with

what is provided in the by-laws, which notice shall
state the time, place, and purpose of the meetings.

Accompanied by:
o The agenda

o A proxy form to be submitted to the secretary

within a reasonable time prior to the meeting.

o The requirement for the attendance,

participation and voting in absentia or by
remote communication, when such is allowed,

Any business transacted during the meeting, so long as
within the authority of the corporation, shall be valid
even the meeting was improperly called or held, so
long as the stockholders/members were all present
or duly represented.
MEETING OF THE DIRECTORS/TRUSTEES
BP NO. 68- Old Corporation Code
o The requirements and procedures for
nomination& selection if the meeting is for
such purpose
Any business transacted during the meeting, so long as
within the authority of the corporation, shall be valid
even the meeting was improperly called or held, so
long as the stockholders/members were all present or
duly represented.
As an ADDITIONAL CONDITIONS for the validity of the
meeting, none of the stockholders/members expressly
state at the beginning of the meeting that the purpose
of their attendance is to object to the transaction of
business because the meeting was not lawfully called
or convened
R. A. NO. 11232- Revised Corporation Code