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    Matters Requiring Shareholder Approval Under The Corporation Code

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    supremo10
    The document outlines 19 corporate actions requiring shareholder approval under the Philippine Corporation Code and specifies the required vote for each action. For most actions, both a majority vote of the board of directors and a vote of shareholders representing 2/3 of the outstanding capital stock are needed. Some actions only require a majority vote of shareholders. The corporate actions include amending the articles of incorporation, removing directors, approving director compensation, ratifying contracts with officers/directors, and approving mergers or dissolution.

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    Matters Requiring Shareholder Approval Under The Corporation Code

    Uploaded by

    supremo10
    74 views2 pages
    The document outlines 19 corporate actions requiring shareholder approval under the Philippine Corporation Code and specifies the required vote for each action. For most actions, both a majority vote of the board of directors and a vote of shareholders representing 2/3 of the outstanding capital stock are needed. Some actions only require a majority vote of shareholders. The corporate actions include amending the articles of incorporation, removing directors, approving director compensation, ratifying contracts with officers/directors, and approving mergers or dissolution.

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    Matters Requiring Shareholder Approval under the Corporation Code

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    The document outlines 19 corporate actions requiring shareholder approval under the Philippine Corporation Code and specifies the required vote for each action. For most actions, both a majority vote of the board of directors and a vote of shareholders representing 2/3 of the outstanding capital stock are needed. Some actions only require a majority vote of shareholders. The corporate actions include amending the articles of incorporation, removing directors, approving director compensation, ratifying contracts with officers/directors, and approving mergers or dissolution.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Flag for inappropriate content
    Download as docx, pdf, or txt
    74 views2 pages

    Matters Requiring Shareholder Approval Under The Corporation Code

    Uploaded by

    supremo10
    The document outlines 19 corporate actions requiring shareholder approval under the Philippine Corporation Code and specifies the required vote for each action. For most actions, both a majority vote of the board of directors and a vote of shareholders representing 2/3 of the outstanding capital stock are needed. Some actions only require a majority vote of shareholders. The corporate actions include amending the articles of incorporation, removing directors, approving director compensation, ratifying contracts with officers/directors, and approving mergers or dissolution.

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    © All Rights Reserved
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    Matters Requiring Shareholder Approval under the Corporation Code

    Reference in the
    Corporate Action Vote Requirement
    Corporation Code
    1 Amendment of the Articles of  Majority vote of the Board of Directors (the “Board”); and
    Incorporation  Vote of shareholders representing 2/3 of the outstanding capital stock (includes Section 16
    voting and non-voting shares)
    2 Removal of corporate directors  Vote of shareholders representing 2/3 of the outstanding capital stock Section 28
    3 Grant of compensation to corporate
     Vote of shareholders representing majority of outstanding capital stock Section 30
    directors other than per diems
    4 Ratification of a corporation’s contract
     Vote of shareholders representing 2/3 of the outstanding capital stock Section 32
    with a director or officer
    5 Ratification of an act of disloyalty by a
     Vote of shareholders representing 2/3 of the outstanding capital stock Section 34
    director
    6 Extending or shortening of corporate
     Majority vote of the Board; and
    term (i.e., an amendment of the articles Section 37
     Vote of shareholders representing 2/3 of the outstanding capital stock
    of incorporation)
    7 Increase/decrease of outstanding capital  Majority vote of the Board; and
    stock; incurring, creating, or increasing  Vote of shareholders representing 2/3 of the outstanding capital stock (includes Section 38
    bonded indebtedness voting and non-voting shares)
    8 Approval of the issuance of shares as
     Vote of shareholders representing 2/3 of the outstanding capital stock Section 39
    payment corporate debt
    9 Sale or disposition of all or substantially  Majority vote of the Board; and
    all of the corporate assets  Vote of shareholders representing 2/3 of the outstanding capital stock (includes Section 40
    voting and non-voting shares)
    10 Investing corporate funds in another  Majority vote of the Board; and
    corporation or business, or for another  Vote of shareholders representing 2/3 of the outstanding capital stock (includes Section 42
    purpose other than its primary purpose voting and non-voting shares)
    11 Approval in the issuance of stock
     Vote of shareholders representing 2/3 of the outstanding capital stock Section 43
    dividends
    12 Entering into management contracts  Majority vote of the Board; and
     Vote of shareholders representing majority of the outstanding capital stock (in case
    there are common stockholders who own at least 1/3 of the outstanding capital Section 44
    stock of the managing corporation or a majority of the board of directors in both
    corporations are the same, 2/3 vote of the outstanding capital stock is needed)
    13 Adoption of By-Laws  Vote of shareholders representing majority of the outstanding capital stock (includes
    Section 46
    voting and non-voting shares)
    14 Amendment of By-laws  Majority vote of the Board; and
     Vote of shareholders representing majority of the outstanding capital stock (includes Section 48
    voting and non-voting shares)
    15 Grant of authority to the Board to fix the
    issue price of no-par value shares if no
     Vote of shareholders representing majority of the outstanding capital stock Section 62
    authorization is given in either the
    Articles of Incorporation or the By-Laws
    16 Approval or amendment of a merger  Majority vote of the Board; and
    plan  Vote of shareholders representing 2/3 of the outstanding capital stock (includes Section 77
    voting and non-voting shares)
    17 Voluntary dissolution where no creditors  Majority vote of the Board; and
    are affected  Vote of shareholders representing 2/3 of the outstanding capital stock (includes Section 118
    voting and non-voting shares)
    18 Voluntary dissolution where creditors are  Majority vote of the Board; and
    affected  Vote of shareholders representing 2/3 of the outstanding capital stock (includes Section 119
    voting and non-voting shares)
    19 Dissolution by shortening the corporate  Majority vote of the Board; and
    term  Vote of shareholders representing 2/3 of the outstanding capital stock (includes Section 120
    voting and non-voting shares)

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