Corpo

• Corporations formed or organized under this Code may be stock or nonstock corporations
• Stock corporations


  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
• Nonstock corporations

  All other 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


  Those who compose a corporation, whether as stockholders or shareholders in a stock corporation or as members in a nonstock corporation
• Incorporators


  Those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof
• Classification of shares


  • Corresponding rights
  • Privileges
  • Restrictions
  • Stated par value
• No share may be deprived of voting rights except those classified and issued as "preferred" or "redeemable" shares, unless otherwise provided in this Code
• There shall always be a class or series of shares with complete voting rights
• Matters holders of nonvoting shares are entitled to vote on

  • 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
  • Dissolution of the corporation
• Except as provided in the immediately preceding paragraph, the vote required under this Code to approve a particular corporate act shall be deemed to refer only to stocks with voting rights
• 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
• Preferred shares of stock


  May be given preference in the distribution of dividends and in the distribution of corporate assets in case of liquidation, or such other preferences
• Preferred shares of stock may be issued only with a stated par value
• The board of directors, where authorized in the articles of incorporation, may fix the terms and conditions of preferred shares of stock or any series thereof
• Shares of capital stock issued without par value shall be deemed fully paid and nonassessable and the holder of such shares shall not be liable to the corporation or to its creditors in respect thereto
• No-par value shares must be issued for a consideration of at least Five pesos (P5.00) per share
• The entire consideration received by the corporation for its no-par value shares shall be treated as capital and shall not be available for distribution as dividends
• Founders' shares


  May be given certain rights and privileges not enjoyed by the owners of other stocks
• The exclusive right to vote and be voted for in the election of directors granted to founders' shares must be for a limited period not to exceed five (5) years from the date of incorporation
• Such exclusive right shall not be allowed if its exercise will violate Commonwealth Act No. 108, otherwise known as the "Anti-Dummy Law"; Republic Act No. 7042, otherwise known as the "Foreign Investments Act of 1991"; and other pertinent laws
• Redeemable shares


  Shares which may be purchased by the corporation from the holders of such shares upon the expiration of a fixed period, regardless of the existence of unrestricted retained earnings in the books of the corporation, and upon such other terms and conditions stated in the articles of incorporation and the certificate of stock representing the shares, subject to rules and regulations issued by the Commission
• Treasury shares


  Shares of stock which have been issued and fully paid for, but subsequently reacquired by the issuing corporation through purchase, redemption, donation, or some other lawful means
• Treasury shares may again be disposed of for a reasonable price fixed by the board of directors
• 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 purposes
• Natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation unless otherwise provided under special laws
• Incorporators who are natural persons must be of legal age
• Each incorporator of a stock corporation must own or be a subscriber to at least one (1) share of the capital stock
• A corporation with a single stockholder is considered a One Person Corporation as described in Title XIII, Chapter III of this Code
• Corporations with certificates of incorporation issued prior to the effectivity of this Code, and which continue to exist, shall have perpetual existence, unless the corporation, upon a vote of its stockholders representing a majority of its outstanding capital stock, notifies the Commission that it elects to retain its specific corporate term pursuant to its articles of incorporation
• Any change in the corporate term under this section is without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code
• A corporate term for a specific period may be extended or shortened by amending the articles of incorporation
• No extension may be made earlier than three (3) years prior to the original or subsequent expiry date(s) unless there are justifiable reasons for an earlier extension as may be determined by the Commission
• Such extension of the corporate term shall take effect only on the day following the original or subsequent expiry date(s)
• A corporation whose term has expired may apply for a revival of its corporate existence, together with all the rights and privileges under its certificate of incorporation and subject to all of its duties, debts and liabilities existing prior to its revival
• 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
• Stock corporations shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law
• Contents of the articles of incorporation

  • 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, which must be within the Philippines
  • The term for which the corporation is to exist, if the corporation has not elected perpetual existence
  • The names, nationalities, and residence addresses of the incorporators
  • The number of directors, which shall not be more than fifteen (15) or the number of trustees which may be more than fifteen (15)
  • The names, nationalities, and residence addresses of persons who shall act as directors or trustees until the first regular directors or trustees are duly elected and qualified in accordance with this Code
  • If it be a stock corporation, the amount of its authorized capital stock, number of shares into which it is divided, the par value of each, names, nationalities, and residence addresses of the original subscribers, amount subscribed and paid by each on the subscription, and a statement that some or all of the shares are without par value, if applicable
  • If it be a nonstock corporation, the amount of its capital, the names, nationalities, and residence addresses of the contributors, and amount contributed by each
  • Such other matters consistent with law and which the incorporators may deem necessary and convenient
• An arbitration agreement may be provided in the articles of incorporation pursuant to Section 181 of this Code
• 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