REVISED CORPORATION CODE

REFERENCES

 Batas Pambansa  Republic Act No.

Blg 68 11232
 CORPORATION CODE
Title II, Section 10 (Number
and Qualifications of
Incorporators)
– Any number of natural
persons not less than five (5)
but not more than fifteen (15),
all of legal age and a majority
of whom are residents of the
Philippines.
REVISED CORPORATION CODE
Title II, Section 10 (Number
and Qualifications of
Incorporators)
- Any person, partnership,
association or corporation,
singly or jointly with others
but not more than fifteen (15)
in number, may organize a
corporation for any lawful
purpose or purpose.
Note: Introduction of One
Person Corporation (OPC)
 CORPORATION CODE
Title II, Section 11 (Corporate
Term)
– A corporation shall exist for a
period not exceeding fifty (50)
years from the date of
incorporation unless sooner
dissolved or unless said period
is extended.
REVISED CORPORATION CODE
Title II, Section 11 (Corporate
Term)
- A corporation shall have
perpetual existence unless its
articles of incorporation
provides otherwise.
Note: Corporations that are
incorporated prior to the
effectivity of this Code, and
which continue to exist, shall
have perpetual existence,
unless it elects to retain its
specific corporate term.
 CORPORATION CODE REVISED CORPORATION CODE

Title II, Section 13 (Subscribed Note: The revised corporation

capital and paid up) – At least code did not provide any
twenty-five percent (25%) of provision to Title 2 Section 13
the authorized capital stock of the old corporation code.
must be subscribed, and at
least twentyfive (25%) per cent
of the total subscription must
be paid upon subscription, in no
case shall the paid-up capital be
less than five Thousand
(P5,000.00) pesos.
 CORPORATION CODE
Title II, Section 22 (Effects on
non-use of corporate charter
and continuous inoperation of
a corporation)
–*within two (2) years from
the date of its incorporation,
its corporate powers cease
and the corporation shall be
deemed dissolved
REVISED CORPORATION CODE
Title II Section 21 (Effects of
Non-Use of Corporate Charter
and Continuous Inoperation)
–*within five (5) years from
the date of its incorporation,
its certificate of incorporation
shall be deemed revoked as of
the day following the end of
the five-year period.
*If a corporation does not
formally organize and
commence its business
 CORPORATION CODE
Title II, Section 22
-if a corporation has
commenced the transaction of
its business but subsequently
becomes continuously
inoperative for a period of at
least five (5) years, the same
shall be a ground for the
suspension or revocation of its
corporate franchise or
certificate of incorporation
REVISED CORPORATION CODE
Title II Section 21
-………..place the corporation
under delinquent status.
A delinquent corporation shall
have a period of two (2) years to
resume operations and comply
with all requirements that the
Commission shall prescribe. Upon
compliance by the corporation,
the Commission shall issue an
order lifting the delinquent
status. Failure to comply with the
requirements shall cause the
revocation of the corporation’s
certificate of incorporation.
 CORPORATION CODE
Title III, Section 23
Note: The corporation code
had no provision regarding
Title 3 Section 22 of the revised
corporation code.
REVISED CORPORATION CODE
Title III Section 22
Corporations vested with
public interest must elect a
Compliance Officer.
Additional annual reports must
be filed with the SEC, such as
director compensation and
performance reports.
Stockholders have an absolute
right to vote in board elections,
either remotely or in absentia.
At least 20% of the board must
be independent.
 CORPORATION CODE
Title III, Section 24 (Election of
directors or trustees)
– At all elections of directors or
trustees, there must be
present, either in person or by
representative authorized to
act by written proxy, a majority
of the members entitled to
vote.
REVISED CORPORATION CODE
Title III Section 23 (Election of
directors or trustees)
– At all elections....when so
authorized in the bylaws or by
a majority of the board of
directors, the stockholders or
members may also vote
through remote
communication or in absentia.
A stockholder or member who
participates through remote
communication or in absentia,
shall be deemed present for
purposes of quorum.
 CORPORATION CODE
Title VI, Section 50 (Meetings)
– Provided, that written notice
of regular meetings shall be
sent to all stockholders or
members of record at least
two (2) weeks prior to the
meeting
REVISED CORPORATION CODE
Title VI, Section 49 (Meetings)
– Provided, that written notice
of regular meetings shall be
sent to all stockholders or
members of record at least
twenty-one (21) days prior to
the meeting
Provided further, that written
notice of regular meetings may
be sent to all stockholders or
members of record through
electronic mail or such other
manner as the Commission
shall allow under its guidelines.
 CORPORATION CODE
Title VIII, Section 75
– At the regular meetings, the
board of directors or trustees
shall present a financial report
of the operations of the
corporation for the preceding
year, which shall include
financial statements, duly
signed and certified by an
independent certified public
accountant.
REVISED CORPORATION CODE
Title VIII, Section 74
– At the regular meeting……
However, if the total assets or
total liabilities of the
corporation is less than Six
hundred thousand pesos
(Php600,000.00), or such other
amount as may be determined
appropriate by the
Department of Finance, the
financial statements may be
certified under oath by the
treasurer and the president.
REVISED CORPORATION CODE

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REVISED CORPORATION CODE

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