BRIEF HANDOUT FOR INTRODUCTION TO THE CORPORATION CODE

BSA2A/2B

I. HISTORICAL BACKGROUND

The Revised Corporation Code (Republic Act No. 11232) became effective on

February 23, 2019, thus repealing and changing the 38-year old Corporation

Code of the Philippines (Batas Pambansa Blg. 68).

II. PURPOSE

A. To improve and promote and ease of doing business as can be found in its

new provisions on the formation of a One-Person Corporation and the

removal of the absolute requirement of having a minimum of five (5)

individuals in the formation of a corporation, the option of the corporation

to have perpetual existence through the removal of the 50 year corporate

term limit, that juridical persons may now serve as incorporators of a

corporation, that the minimum paid-up capital/subscription requirement for

corporations are now eliminated, and a new classification of corporations

vested with public interest, among others.

B. It adopted best practices on good corporate governance by ensuring the

comprehensiveness of the corporate By-Laws.

C. To give greater protection to minority stockholders.

D. Strengthened the powers of the Securities and Exchange Commission so

that it may fully exercise its regulatory authority over corporations.

 E. Allowed digitalization of application forms and documents to be submitted

electronically, imposed the creation and implementation of an electronic

filing and monitoring system, and recognized stockholder or member votes

cast in absentia via remote communication methods in order to keep

abreast with technological advances and further promote ease of doing

business in the Philippine and international settings.

III. DEFINITION OF A CORPORATION

According to Section 2 of the RCC, “A corporation is an artificial being created

by operation of law, having the right of succession and the powers, attributes,

and properties expressly authorized by law or incidental to its existence.”

IV. ATTRIBUTES OF A CORPORATION

1. It is an artificial being

2. It is created by operation of law

3. It has the right of succession

4. It has the powers, attributes, and properties expressly authorized by law or

incidental to its existence