BOD/T

Corporate Powers: Power and Capacity

(Sec. 36)
1. To sue and be sued in its corporate name

2. Of succession by its corporate name for the

period of time stated in the articles of
incorporation and certificate of incorporation
3. To adopt and use a corporate seal.

4. To amend its articles of incorporation in

accordance with the provisions of this Code.

Majority Vote of the

Board

5. To adopt by-laws not contrary to law,

Majority Vote of the
morals and public policy and to amend or
Board
repeal the same in accordance with this Code.

6. In case of stock corporation, to issue and

sell stocks to subscribers and sell treasury
stocks in accordance with the provisions of
this code, and to admit members in case of
non-stock corporation.
7. To purchase, receive, take, grant, hold,
Majority Vote of the
convey, sell, lease, pledge, mortgage and
Board
otherwise deal with such real and personal
property, including securities and bonds of
other corporation, as the transaction of the
lawful business of the corporation may
reasonably and necessarily require, subject to
the limitations prescribed by law and the
constitution.

8. To enter into merger and consolidation with Upon approval by

other corporatio as provided in this Code.
majority vote of each
of the board of
Dir/Trustees

9. To make reasonable donations, including

those for public welfare, or for hospital,
charitable, cultural, scientific, civic or similar
purposes; Provided that no corporation,
domestic or foreign shall give donation in aid
of any political party or candidate, or for the
purposes of partisan political activity.

10. To establish pension, retirement, and

other plans for the benefit of its directors,
trustees, officers and employees.
11. To exercise such other powers as may be
essential or necessaary to carry out its
purpose or purposes as stated in the articles
of incorporation.
Articles Of Incorporation:
1. Name of the Corporation.
2. Specific purpose or purposes of the
corporation (if more than 1, indicate primary
purpose)
3. Place of Principal office, which must be
located within the PH.
4. Term for which corporation is to exist

Approved by a
Majority Vote of the
board

5. Names, nationalities and residences of

incorporators.

6. Numbers of directors/trustees which must

not be less than 5 but not more than 15.
7. Names, nationationalities and residences of
the persons who shall act as directors and
trustees until the first regular dir/trustees
shall be elected and qualified in accordance
with this code.

8. If it be a stock corporation, the amount of Majority vote of the

authorized capital stock in lawful money of
Board
the Philippines, the # of shares into which it is
divided, and in case of par value shares, its
par value the names, nationalities, and
residences of the ORIGINAL subscribers and
the amount subscribed and paid by each on
his subscription; and if some or all are shares
without par values, such fact must be stated.

9. If it be a non-stock corporation, the amount

of capital, and the names, nationalities, and
residences of the contributors and the
amount contributed by each.
10. That at least 25% of the authorized
capital stock has been subscribed.
11. That the subscribers have paid at least
25% of the total subscription.
12. That ___ has been elected as Treasurer by
the subscribers, and authorized to receive for
and in the name and for the benefit of the
corporation, all subscriptions or contributions
or donations paid or given by the subscribers
or members.

13. That no transfer of stock or interest which

will reduce the ownership of Filipino citizens
to less than the required percentage of
capital stock as provided by law, shall be
allowed or permitted to be recorded in the
proper books of the corporation and this
restriction shall be indicated in all stock
certificates issued by the corporation.

OTHER POWERS
Sec. 37 Power to extend or shorten corporate
term
Sec. 38 Power to increase/decrease capital
stock ; incur create, or increase bonded
indebtedness
Sec. 39 Power to deny pre-emptive right
(Deny in AOI or amendment thereto)
Sec. 40 Sale or disposition (of all or
substantially all) assets

Sec. 42 Power to invest Corporate funds in

another corporation or business or for any
purpose other than the primary purpose.

Sec. 43 Power to declare STOCK dividends

Sec 44 Power to enter into management
contract
Sec. 62 Fixing price of no-par shares
Sec. 30 Fixing Compensation of Directors
Sec. 29 Vacancies in Office of Directors
Sec. 28 Removal of Directors or Trustees
Sec. 24 Election of Directors

Where investment is
reasonably necessary
to accomplish its
primary purpose as
stated in AOI, SH
approval shall not be
necessary (Majority of
board)

SH

Non-voting

Vote required

Vote or written assent of SH representing at

least 2/3 of the OCS or 2/3 of members (Sec.
16)
To adopt: Affirmative Vote of SH representing at
least a majority of the OCS or members. To
amend: Majority vote; To delegate to board:
Owners of 2/3 of OCS or members. To revoke:
SH representing majority of OCS shall so vote.
(Sec46, 48)

Vote of at least 2/3 of the OCS or members if

SLEXMPO of all or substantially all of its
property or assets (Sec. 40)

Affirmative Vote of SH representing at least 2/3

of the OCS/members

Meeting

Ratified at a meeting by SH representing at

least 2/3 of the OCS/members (Sec. 37)

Increase or decrease its capital stock: (sarado)

2/3 of the OCS shall vote in favor (Sec. 38)

Notice

Appraisal

Without predjudice to
appraisal right (Sec.
16)

SLEXMTPMO of all or
substantially all of
corporate property and
asssets (Sec. 40, 81)

Any dissenting may

exercise his appraisal
right

Dissenting SH may
exercise his right of
appraisal (Increase:
Sec. 37; Decrease: Sec.
81)