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General Provisions Section 11: Corporate Term

Section 16: Amendment of Articles of Incorporation

Section 22: Effects of non-use of corporate name and continous inoperation of a corporation

Directors, Trustees and Officers Section 25 Corporate Officers, Quorum Section 28 Removal of directors or Trustees

Section 32 Dealings of directors, trustees or officers with the corporation Section 34 Disloyalty of a director

Corporate Powers Section 37 Power to extend or shorten corporate term

Section 38 Power to increase or decrease capital stock, incur, create or increase Section 39 Power to deny pre-emptive right Section 40 Sale and disposition of assets Section 42 Power to invest corporate funds in another business or corporation

Section 43 Power to declare dividends Section 44 Power to enter into management contract

By-Laws Section 46 Adoption of by-laws

Section 48 Amendments to by-laws

Meetings Section 50 Regular and Special meetigns of stockholders or members

Section 52 Quorum in meetings

Section 53 Regular and special meetings of directors or trustees

Section 58 Proxies

Section 59

Shares and Shareholders Section 61 Pre-incorporation Subscription

Section 63 Certificate of stock and transfer of shares

Section 67 Payment of balance of subscription

Section 68 Delinquency Sale

Section 69 When sale may be questioned

Section 71 Effect of delinquency

Section 73 Lost or destroyed certificates

Section 74 Books to be kept stock transfer agent

Section 75 Right to financial statements

Merger and Consolidation Section 76 Plan or merger of consolidation

Section 77 Stockholder's or member's approval

Setionc 79 Effectivity of merger or consolidation

Appraisal Right Section 82 How right is exercised

Section 86 Notation on certificates

Non-stock Corporations Section 92 Election and term of trustees

Section 95 Plan of distribution of assets

Close Corporations
Section 103 Amendment of articles

of incorporation

Special Corporations Section 108 Board of trustees of non-stock educational corporation

Section 116 Religious Societies Dissolution of a Corporation Section 118 Voluntary dissolution where NO creditors are affected

Section 119 Voluntary Dissolution where creditors are affected

Section 122 Corporate Liquidation

Foreign Corporations

Section 125 Application for a license to transact business in the Philippines Section 126 Issuance of a license

Section 130 Amendments to articles of incorporation

Section 132 Merger or consolidation of foreign corporations licensed in the Philippines

Section 136 Withdrawal of foreign corporation

Miscellaneous Provisions Section 141 Annual Report of corporations Section 144 Violations of the Code

Section 148 Applicability to existing

corporations

Section 149 Effectivity

CORPORATE ACTION

existence

amendment of Articles of Incorporation

1.)if corporation does not formally organize and commence transaction of busines or contstruction of its works effect: deemed dissolved 2.)if commenced business but subsequently becomes continously inoperative effect: ground for suspension or revocation

Termination of Corporate Officers

Removal of a director or trustee

Ratification of contracts

Ratification of obtaining profits to the prejudice of the corporation

Extension or shortening of corporate term

Modification or alteration of capital stock etc.

Denial of right

Sale of assets

Investment of funds in another business

Investment in business for primary purpose Issuance of Stock Dividends

Management contract with another corporation

Adoption of by-laws 1.)may be effected by2.)may be adopted prior to incorporation by-

Amendments to by-laws

Regular and Special Meetings 1.) regular meetings of SH 2.) special meetings of SH

Quorum in meetings

Meetings of Directors 1.) regular meeting 2.) special meeting

Proxy voting 1.) shall be in writing 2.) signed by the SH 3.) filed before the meeting with the corporate secretary 4.) valid only for the meeting it was intended unless otherwise provided in the proxy Voting Trusts 1.) must be in writing and notarized 2.) certified copy shall be filednwith the corp. and the SEC certificate of stock covered by the VTA shall be canceled and new ones shall be issued in the name of the trustee it shall be noted in the books of the corp. it shall automatically expire at the end of the agreed period

Pre-incorporation subscription Unless: 1.) consent of all subscribers to the revocation 2.) incorporation of said corporation fails to materialize

Certificate of stock & transfer of shares Must be signed by the president or VP, countersigned by the secretary or asst. secretary, and sealed with the seal of corporation

Payment of balance of subscription

Delinquency sale BOD through resolution specifying therein the amount due and accrued interest, date, time and place of sale

When sale may be questioned After paying the sum for which it was sold + interest

Effect of delinquency not entitled to vote or be voted for except the right to dividends Lost or destroyed certificates 1.) SH files affidavit with the corporation detailing the circumstances of the loss or destruction of the stock certificates 2.) publication of the notice in a newspaper of general circulation once a week for 3 consecutive weeks 3.) after 1 year after the last day of publication, the corporation may issue new certificates of stock 4.) the issuance shall be held in abeyance if there is a contest in the application for replacement until the matter is resolved 5.) after the 1 year period or after any contests have been resolved, new certificates of stock are issued No stock transfer agent shall be allowed to operate in the Philippines unless he secures license from the SEC and pay fees renewable annually

1.) SH shall give written request to the corporation for the latter to furnish the most recent financial statement including the balance sheet showing the assets and liabilities of the corporation 2.) If the paid-up capital is < P50K, financial statement may be certified under oath by the treasurer or any officer of the corp.

Plan or merger of consolidation How effected?

Stockholder's or member's approval Notice requirement

Voting requirement

Amendments

Effectivity of merger or consolidation Notice requirement

How right is exercised Period to invoke right Period to appraise shares

Period to pay shares Notation on certificates; rights of transferee Period

Trustees and Officers

Distributing assets based on plan Adoption of distribution plan

Amendments to articles of incorporation of a close corporation Voting requirements

Board of trustees of non-stock educational corporation shall not be less that five(5) but not more than fifteen (15) provided that the number of trustees shall be in multiples of five Resolution for the transaction of the business

Vote for incorporation for management of its affairs

Voluntary Dissolution where NO creditors are affected may be effected byand by a resolution duly adopted by-

publication of notice of mtng

meeting

copy of the resolutionauthorizing

the resolution SEC Voluntary Dissolution where creditors affected file petition with SEC

dissolution was resolved upon by

objection by any person publicationof the order

if no such newspaper postingof the order

hearing of petition

Corporate liquidation

Application for a license to transact business in the Philippines Issuance of a license deposit with SEC satisfactory securities *bonds *evidence of indebtedness of:

**Phil Govt, GOCC, Pol Subd, and instru SEC shall require the licensee to deposit add'l securities equivalent in actual market value of 2% of the amount by which the licensee's gross income for that fiscal year exceeds P5mln SEC shall require deposit of additional securities if the actual market value of the securities on deposit has decreased by at least 10% of their actual market value at the time they were deposited SEC may at its discretion, release part of the addl securities deposited with it if the gross income of the license has decreased or if the actual market value of the total securities on deposit has increased by 10% of the actual market value at the time they were deposited Amendments to articles of incorporation file with: 1) SEC or 2) approp govt agency a duly authenticated copy of: 1) articles of incorporation or 2) by-laws Merger or consolidation of foreign corporation duly licensed file with: 1) SEC or 2) approp govt agency copy copy of: 1) the articles of merger or 2) consolidation Withdrawal of foreign corporation publish petition for withdrawal of license

Domestic and foreign corporations' annual report to SEC

Penalties

Applicability to corporations preceding the Code

Effectivity of the Corporation Code of the Philippines

REQUIRED NO. OF VOTES

majority: board of directors/trustees 2/3: stockholdes/members

with 2/3 vote of the outstanding capital stock

vote of stockholders representing at least 2/3 of the outstanding capital stock or 2/3 of the members Ratified by the vote of the stockholders representing atleast 2/3 of the outstanding capital stock; In case of Non-stock, atleast 2/3 vote of the members in a meeting. By vote of stockholders representing at least 2/3 of the outstanding capital stock

majority vote of the directors or trustees ratified by stockholders of at least 2/3 of outstanding capital stock or 2/3 of members majority vote of the directors or trustees ratified by stockholders of at least 2/3 of outstanding capital stock or 2/3 of members stockholder's approval representing at least 2/3 of capital stock

authorized by vote of 2/3 of capital stock or 2/3 of members

majority vote of the board of directors and at least 2/3 vote of capital stock no vote required Approval of the stockholders representing not less than 2/3 of the outstanding capital stock; Approved by the Board of Directors; Stockholders owning atleast a majority of the members in non-stock of both the managing and managed corporation at a meeting; 2/3 vote by the stockholders of the managed corporation is required if the Board constitute a majority of both the managed and managing corporations respective Boards' or if the shareholders own or control atleast 1/3 of the capital stock.

majority vote of OCS and filed with the SEC attached to the AOI approval of all incorporators and filed with the SEC attached to the AOI

1.) majority vote of directors 2.) owners of at least a majority of OCS in a non-stock corp.- owners of 2/3 of OCS may delegate the power to amend or repel any by-laws to the Board of Trustees 3.) effective only upon issuance by the SEC of certificate that the same are

not inconsistent with this Code

Stockholders owning a majority of outstanding capital stock

by majority vote of the board of directors or trustees

of the constituent corporations approving the plan of merger or consolidation

at least 2/3 of the outstanding capital stock for stock corporations or at least 2/3 of the members for non-stock corporations for each of the constituent corporations majority vote of the respective boards ratified by 2/3 of total outstandin capital stock or members

majority vote of board of trustees with approval of at least 2/3 of the members having voting rights present or proxied

affirmative vote of at least 2/3 of outstanding capital stock

affirmative vote of at least 2/3 of outstanding capital stock

a vote of majority of the trustees atleast two-thirds (2/3) of its members have given their written consent or voted at a duly convened meeting of the body

majority vote of BOD or Trustees

affirmative voteof stockholders owning AT LEAST 2/3 of Outstanding Capital Stockor AT LEAST 2/3 of the members at a meeting

certified by majority of the BOD or Trustees

countersigned by the Secretary of the Corporation issue certificate of dissolution

signed by majority of BOD or Trustees or other officers having management of its affairs verified by the Pres or Sec or 1 Director or Trustee affirmative vote of stockholders representing AT LEAST 2/3 Outstanding Capital Stock or AT LEASE 2/3 of the members or stockholders

PERIOD

50 years (unless sooner dissolved or unless extended) extension: not more than 50 years in any single instance provided: no extension can be made earlier than 5 years prior to original or subsequent expiry date unless: on justifiable grounds as determined by SEC

within 2 years from the date of incorporation

5 years

within 1 month after receipt of certificate of incorporation

annually on a date fixed in by-laws of April of every year written notice to be sent 2 weeks prior to meeting written notice to be sent 1 week prior to meeting

monthly held in both meetings- notice shall be sent 1 day prior to meeting valid only for 5 years at any one time

valid for 5 years only

Irrevocable after the submission of AOI to the SEC Irrevocable for a period of 6 months from the date of subscription

Failure to pay any unpaid subscription within 30 days from the date specified in the contract of subscription shall make all stocks covered by said subscription delinquent 1.) must not be <30days but not > 60days from the date date the stocks become delinquent 2.) notice of sale shall be published once a week for 2 consecutive weeks

Commencement of filing an action is within 6 months from the date of sale

The corp. shall furnish financial statement within 10 days from receipt of written request

at least 2 weeks prior to the date of the meeting either personally or by registered mail

at least 2 weeks prior to the date and hearing, written notice of the date, time and place of hearing shall be given to each constituent corporation in case the SEC has reason to believe that the proposed merger is contrary to law.

within 30 days after the vote against the proposed corporate action within 60 days from the date the corporate action was approved in case of disagreement on the fair value of shares, there shall be appointed 3 independent appraisers, 1 from the shareholder, 1 from the corporation and 1 assigned by both within 30 days after agreement on the fair value or findings of the appraisers

within 10 days after demanding payment, the demanding shareholder shall submit the stock certificate to the corporation for notation

the board of trustees of non-stock corporations, which may be more than 15 in number as may be fixed in their articles of incorporation or by-laws, shall, as soon as organized, so classify themselves; 1/3 shall expire every year subsequent 1/3 comprising trustees shall be elected annually and shall have a term

of 3 years. Trustees elected to fill vacancies shall only serve for the unexpired term.

3 consecutive weeks in a newpaper published where the Corp's principal ofc located if no such newspaper, in a newspaper of general circulation 30 days prior notice to each stockholder by registered mail or personal delivery

not less than 30 days nor more than 60 days after entry of the order AT LEAST once a week for 3 consecutive weeks newspaper of general circulation in the *municipality *city *Corp's principal office newspaper of general circulation 3 consecutive weeks in 3 public places 3 public places in such: municipality or city upon five days notice after the date on which the right to file objection has expired 3 years after the time when it would have been so dissolved at anytime during said 3 year period, the corp is authorized and empowered to convey all of its property to trustees for the benefit of stockholders, members, creditors and other persons in interest

as of the date not exceeding 1 year immediately prior to the filing of the application

..within 60 days after issuance of license to transact business in the Philippines

within 6 months after each fiscal year of the licensee

within 60 days after effectivity of the amendment

within 60days after merger or consolidation

once a week for 3 consecutive weeks *newspaper of general circulation in the Phil

to be submitted within such period as the SEC may prescribe

fine not less than P1,000 but not more than P10,000 or imprisonment for not less than 30 days but not more than 5 years or both any corporation affected by the new requirements of this Code

shall be given a period of not more than 2 years from the effectivity of this Code within which to comply with the same the Code shall take effect immediately upon approval Approved, May 1, 1980