CORP CODE

• The Revised Corporation Code of the Philippines is known as “Title of the Code”.
• 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.
• Corporations formed or organized under this Code may be stock or nonstock corporations.
• Stock corporations are those which have capital stock divided into shares and are authorized to distribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of the shares held.
• All other corporations are nonstock corporations.
• Corporations created by special laws or charters shall be governed primarily by the provisions of the special law or charter creating them or applicable to them, supplemented by the provisions of this Code, insofar as they are applicable.
• Corporators are those who compose a corporation, whether as stockholders or shareholders in a stock corporation or as members in a nonstock corporation.
• Incorporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof.
• The classification of shares, their corresponding rights, privileges, or restrictions, and their stated par value, if any, must be indicated in the articles of incorporation.
• Each share shall be equal in all respects to every other share, except as otherwise provided in the articles of incorporation and in the certificate of stock.
• The shares in stock corporations may be divided into classes or series of shares, or both.
• No share may be deprived of voting rights except those classified and issued as “preferred” or “redeemable” shares, unless otherwise provided in this Code: Provided, That there shall always be a class or series of shares with complete voting rights.
• All corporations shall file with the Commission articles of incorporation in any of the official languages, duly signed and acknowledged or authenticated, in such form and manner as may be allowed by the Commission, containing substantially the following matters, except as otherwise prescribed by this Code or by special law: the name of the corporation, the specific purpose or purposes for which the corporation is being formed, the place where the principal office of the corporation is to be located, the term for which the corporation is to exist, the names, nationalities, and residence addre
• Upon approval by the Commission, the corporation shall be deemed revived and a certificate of revival of corporate existence shall be issued, giving it perpetual existence, unless its application for revival provides otherwise.
• Stock corporations shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law.
• An arbitration agreement may be provided in the articles of incorporation pursuant to Section 181 of this Code.
• No application for revival of certificate of incorporation of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, non-stock savings and loan associations (NSSLAs), pawnshops, corporations engaged in money service business, and other financial intermediaries shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency.
• The articles of incorporation and applications for amendments thereto may be filed with the Commission in the form of an electronic document, in accordance with the Commission’s rules and regulations on electronic filing.
• If the bylaws so provide, the board may create an executive committee composed of at least three (3) directors.
• Every corporation incorporated under this Code has the power and capacity to sue and be sued in its corporate name, have perpetual existence unless the certificate of incorporation provides otherwise, adopt and use a corporate seal, amend its articles of incorporation in accordance with the provisions of this Code, adopt bylaws, not contrary to law, morals or public policy, and amend or repeal the same in accordance with this Code, issue or sell stocks to subscribers and to sell treasury stocks in accordance with the provisions of this Code, and admit members to the corporation if it be a non
• A corporation has the power to increase or decrease its capital stock and incur, create or increase bonded indebtedness, unless otherwise provided in its articles of incorporation or by any agreement with its stockholders.
• The executive committee may act, by majority vote of all its members, on specific matters within the competence of the board, as may be delegated to it in the bylaws or by majority vote of the board, except with respect to the approval of any action for which shareholders’ approval is also required, the filling of vacancies in the board, the amendment or repeal of bylaws or the adoption of new bylaws, the amendment or repeal of any resolution of the board which by its express terms is not amendable or repealable, and the distribution of cash dividends to the shareholders.
• A dissenting stockholder may exercise the right of appraisal under the conditions provided in this Code when a private corporation extends its term.
• The board of directors may create special committees of temporary or permanent nature and determine the members’ term, composition, compensation, powers, and responsibilities.
• A director, by virtue of such office, acquires a business opportunity which should belong to the corporation, thereby obtaining profits to the prejudice of such corporation, must account for and refund to the latter all such profits, unless the act has been ratified by a vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock.
• A private corporation may extend or shorten its term as stated in the articles of incorporation when approved by a majority vote of the board of directors or trustees, and ratified at a meeting by the stockholders or members representing at least two-thirds (2/3) of the outstanding capital stock or of its members.
• Holders of nonvoting shares shall nevertheless be entitled to vote on the following matters: Amendment of the articles of incorporation, adoption and amendment of bylaws, sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the corporate property, incurring, creating, or increasing bonded indebtedness, increase or decrease of authorized capital stock, merger or consolidation of the corporation with another corporation or other corporations, investment of corporate funds in another corporation or business in accordance with this Code, and dissolution of
• The shares or series of shares may or may not have a par value: Provided, That banks, trust, insurance, and preneed companies, public utilities, building and loan associations, and other corporations authorized to obtain or access funds from the public, whether publicly listed or not, shall not be permitted to issue no-par value shares of stock.
• Written notice of the proposed action and of the time and place for the meeting shall be addressed to stockholders or members at their places of residence as shown in the books of the corporation and deposited to the addressee in the post office with postage prepaid, served personally, or when allowed by the bylaws or done with the consent of the stockholder, sent electronically: Provided, That any dissenting stockholder may exercise the right of appraisal under the conditions provided in this Code.
• Nothing in this section is intended to restrict the power of any corporation, without the authorization by the stockholders or members, to sell, lease, exchange, mortgage, pledge, or otherwise dispose of any of its property and assets if the same is necessary in the usual and regular course of business of the corporation or if the proceeds of the sale or other disposition of such property and assets shall be appropriated for the conduct of its remaining business.
• The determination of whether or not the sale involves all or substantially all of the corporation’s properties and assets must be computed based on its net asset value, as shown in its latest financial statements.
• A sale of all or substantially all of the corporation’s properties and assets, including its goodwill, must be authorized by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, or at least two-thirds (2/3) of the members, in a stockholders’ or members’ meeting duly called for the purpose.
• Subject to the provisions of Republic Act No 10667, otherwise known as “Philippine Competition Act”, and other related laws, a corporation may, by a majority vote of its board of directors or trustees, sell, lease, exchange, mortgage, pledge, or otherwise dispose of its property and assets, upon such terms and conditions and for such consideration, which may be money, stocks, bonds, or other instruments for the payment of money or other property or consideration, as its board of directors or trustees may deem expedient.
• A sale or other disposition shall be deemed to cover substantially all the corporate property and assets if thereby the corporation would be rendered incapable of continuing the business or accomplishing the purpose for which it was incorporated.
• In nonstock corporations where there are no members with voting rights, the vote of at least a majority of the trustees in office will be sufficient authorization for the corporation to enter into any transaction authorized by this section.
• After such authorization or approval by the stockholders or members, the board of directors or trustees may, nevertheless, in its discretion, abandon such sale, lease, exchange, mortgage, pledge, or other disposition of property and assets, subject to the rights of third parties under any contract relating thereto, without further action or approval by the stockholders or members.
• A director who ceases to own at least one share of stock or a trustee who ceases to be a member of the corporation shall cease to be such.
• A stockholder or member who participates through remote communication or in absentia, shall be deemed present for purposes of quorum.
• The board of corporations vested with public interest shall have independent directors constituting at least twenty percent of such board.
• At all elections of directors or trustees, there must be present, either in person or through a representative authorized to act by written proxy, the owners of majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote.