Revised Corporation Code

Revised Corporation
Code
September 25, 2019
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the client organization without prior written approval from Reyes Tacandong & Co.
R.A. No. 11232 (Revised Corporation Code)
• Republic Act (R.A.) No. 11232, entitled “An Act Providing for the Revised
Corporation Code of the Philippines” was signed into law by President Rodrigo
Duterte on 20 February 2019.
• R.A. No. 11232 is a consolidation of Senate Bill No. 1280 and House Bill No.
8374, which was passed by the Senate and the House of Representatives on 27
November 2018.
• R.A. No. 11232 expressly repeals Batas Pambansa Blg. 68, otherwise known as
the Corporation Code of the Philippines.
• The Revised Corporation Code of the Philippines took effect upon completion of
its publication in the Official Gazette on 21 February 2019.
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Incorporation and Organization of Private Corporations
CCP Provision CCP RCC

Section 10 Any number of natural persons Any person, partnership,
not less than 5 but not more association or corporation,
Number and
than 15, all of legal age and a singly or jointly with others
Qualifications of but not more than 15 in
Incorporators majority of whom are residents
number, may organize a
of the Philippines, may form a corporation for any lawful
private corporation for any purpose or purposes.
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.
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Section 10 A corporation with a single
Number and stockholder is considered a
Qualifications of One Person Corporation as
Incorporators described in Title XIII, Chapter
III of this Code.
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Section 11 A corporation shall exist for a A corporation shall have
Corporate Term period not exceeding 50 years perpetual existence unless its
from the date of incorporation articles of incorporation
unless sooner dissolved or provides otherwise.
unless said period is extended.
That no extension can be made

earlier than 5 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 SEC.
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CCP Provision RCC

Section 11 • Corporations with certificates of incorporation issued prior to the
Corporate Term effectivity of RA No. 11232, and which continue to exist, shall
have perpetual existence, unless it votes otherwise.
• Corporations which term is for a specific period may extend or

shorten its corporate term by amending the Articles of
Incorporation.
• No extension may be made earlier than 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
SEC.
• 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.
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Section 13 Provides for the minimum • Section 13 of the Corporation
Amount of capital stock capital stock that must be Code was removed.
to be subscribed and subscribed and paid up at the
paid for the purpose of time of incorporation:
incorporation
• 25% of the authorized capital
stock must be subscribed
and at least 25% of the
subscribed capital stock
must be paid; and,
• In no case shall the paid up

capital be less than P5,000.
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Section 14 All corporations organized All corporations shall file with
Contents of the articles under this Code shall file with the SEC, the articles of
of incorporation the SEC, the articles of incorporation in any of the
incorporation in any of the official languages, duly signed
official languages, duly signed and acknowledged or
and acknowledged by all of the authenticated, in such form and
incorporators, containing the manner as may be allowed by
matters required by the Code, the SEC, containing
except as otherwise prescribed substantially the matters
by this Code or by special law. required by the Code, except
as otherwise prescribed by this
Code or by special law.
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Section 14 The SEC shall not accept the
Contents of the articles articles of incorporation of any • The last paragraph requiring
of incorporation stock corporation unless a Treasurer’s Affidavit was
accompanied by a sworn removed.
statement of the Treasurer
showing that at least 25%
percent of the authorized
capital stock has been
subscribed, and at least 25% of
the total subscription has been
fully paid in actual cash and/or
in property, provided that such
paid-up capital is not less than
P5,000 pesos.
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Section 14 4. The term for which the d) The term for which the
Contents of the articles corporation is to exist; corporation is to exist, if the
of incorporation corporation has not elected,
perpetual existence;
6. The number of directors or f) The number of directors,

trustees, which shall not be which shall not be more than
less than 5 nor more than 15; 15 or the number of trustees
which may be more than 15;
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Section 14 An arbitration agreement may
Contents of the articles be provided in the articles of
of incorporation incorporation pursuant to
Section 181 of this Code.
The articles of incorporation

and applications for
amendments thereto may be
filed with the SEC in the form of
an electronic document, in
accordance with the SEC’s
rules and regulations on
electronic filing.
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Section 18 No corporate name may be A name is not distinguishable
Corporate name allowed by the SEC if the even if it contains one or more
proposed name is identical or of the following:
deceptively or confusingly
similar to that of any existing (a) The word “corporation”,
corporation or to any other “company”, “incorporated”,
name already protected by law “limited”, “limited liability”, or
or is patently deceptive, an abbreviation; and,
confusing or contrary to
existing laws. When a change
(b) Punctuations, conjunctions,
in the corporate name is
articles, different tenses,
approved, the SEC shall issue
contractions, prepositions,
an amended certificate of
abbreviations, spacing, or
incorporation.
number of the same word or
phrase.
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Section 18 The SEC may summarily order
Corporate name the corporation to immediately
cease and desist from using
such name and require the
corporation to register a new
one upon determination that
the name is:
(1) not distinguishable from a

name already reserved or
registered for the use of
another corporation;
(2) already protected by law; or
(3) contrary to law, rules and

regulations.
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Section 18 If the corporation fails to
Corporate name comply with the order, the SEC
may:
1) hold the corporation and its

responsible directors or
officers in contempt; and/or,
2) hold them administratively,

civilly and/or criminally
liable under this Code and
other applicable laws;
and/or,
3) revoke the registration of

the corporation.
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Section 19 A private corporation formed or A private corporation formed or
Commencement of organized under this Code, organized under this Code,
corporate existence commences to have corporate commences to have corporate
existence and juridical existence and juridical
personality, and is deemed personality, and is deemed
incorporated from the date the incorporated from the date the
SEC issues a certificate of SEC issues a certificate of
incorporation under its official incorporation under its official
seal. seal.
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Section 22 If a corporation does not If a corporation does not
Effects of non-use of formally organize and formally organize and
corporate charter and commence its business within commence its business within
continuous inoperation 2 years from incorporation, its 5 years from incorporation, its
of a corporation corporate powers cease and certificate of incorporation shall
the corporation shall be be deemed revoked as of the
deemed dissolved. day following the end of the 5-
year period.
However, if a corporation has
commenced business but However, if a corporation has
becomes inoperative for a commenced business but
continuous period of at least 5 becomes inoperative for a
years, the same shall be a continuous period of at least 5
ground for the suspension or years, the SEC may, after due
revocation of its corporate notice and hearing, place the
franchise or certificate of corporation under delinquent
incorporation. status.
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Section 22 A delinquent corporation shall
Effects of non-use of have a period of 2 years to
corporate charter and resume operations and comply
continuous inoperation with all requirements that the
of a corporation SEC shall prescribe. Upon
compliance by the corporation,
the SEC shall issue an order
lifting the delinquent status.
Failure to comply with the

requirements and resume
operations within the period
given by the SEC shall cause
the revocation of the
corporation’s certificate of
incorporation.
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Board of Directors/Trustees and Officers
Section 23 A director must own at least 1 Directors shall be elected for a
The board of directors share of the corporation of term of 1 year from among the
or trustees which he is a director, which holders of stocks registered in
share shall stand in his name. the corporation’s books, while
trustees shall be elected for a
A director who ceases to be the term not exceeding 3 years
owner of at least 1 share of the from among the members.
corporation shall thereby cease
to be a director. Each director and trustee shall
hold office until the successor
Trustees of non-stock is elected and qualified.
corporations must be
members. A director who ceases to own
at least 1 share of stock or a
A majority of the directors or trustee who ceases to be a
trustees must be residents of member of the corporation
the Philippines. shall cease to be such.
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The board of the following
corporations vested with public
interest shall have
independent directors
constituting at least twenty
percent (20%) of such board:
a) Corporations covered by
Section 17.2 of Republic
Act No. 8799, otherwise
known as “The Securities
Regulation Code”
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b) Banks and quasi-banks,
nonstock savings and loan
associations, pawnshops,
corporations engaged in
money service business,
preneed, trust and
insurance companies, and
other financial
intermediaries; and,
c) Other corporations engaged

in businesses vested with
public interest similar to the
above, as may be
determined by the SEC.
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An independent director is a
person who, apart from
shareholdings and fees
received from the corporation,
is independent of management
and free from any business or
other relationship which could,
or could reasonably be
perceived to materially interfere
with the exercise of
independent judgment in
carrying out the responsibilities
as a director.
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Section 24 At all elections of directors or The following provisions are
Election of directors or trustees, there must be added:
trustees present, either in person or by
representative authorized to act Except when the exclusive right
by written proxy, the owners of is reserved for founders’
a majority of the outstanding shares, each stockholder or
capital stock, or if there be no member shall have the right to
capital stock, a majority of the nominate any director or
members entitled to vote. trustee who possesses all the
qualifications and none of the
disqualifications.
When authorized in the by laws

or by majority of the directors,
the stockholders or members
may also vote through remote
communication or in absentia:
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Provided, That the right to vote
through such modes may be
exercised in corporations
vested with public interest,
notwithstanding the absence of
a provision in the by laws of
such corporations.
A stockholder or member who

participates through remote
communication or in absentia,
shall be deemed present for
purposes of quorum.
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If no election is held, or the
owners of majority of the
outstanding capital stock or
majority of the members entitled
to vote are not present in person,
by proxy, or through remote
communication or not voting in
absentia at the meeting, such
meeting may be adjourned and
the corporation shall proceed in
accordance with Section 25 of
this Code.
The directors or trustees elected

shall perform their duties as
prescribed by law, rules of good
corporate governance, and by
laws of the corporation.
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Section 25 Immediately after their election, Immediately after their election,
Corporate officers; the directors must formally the directors must formally
quorum organize by the election of: organize and elect:
1. A President, who shall be a 1. A President, who shall be a

director; director;
2. A Treasurer, who may or 2. A Treasurer, who must be a
resident;
may not be a director;
3. A Secretary, who shall be a
3. A Secretary, who shall be a
resident and a citizen of the
resident and a citizen of the
Philippines; and,
Philippines; and,
4. Such other officers as may
4. Such other officers as may be provided for in the
be provided for in the bylaws.
bylaws. If the corporation is vested with
public interest, the board shall
also elect a compliance officer.
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Any 2 or more positions may The same person may hold 2
be held concurrently by the or more positions concurrently,
same person, except that no except that no one shall act as
one shall act as president and president and secretary or as
secretary or as president and president and treasurer at the
treasurer at the same time. same time, unless otherwise
allowed in this Code.
The new Section 24 omitted

the definition of quorum and
the majority vote requirement
under the CCP.
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Section 27 The following are disqualified to The following are disqualified to
Disqualification of be a director, trustee or officer be a director, trustee or officer
directors, trustees or of any corporation: of any corporation if, within 5
officers years prior to the election or
1) A person convicted by final appointment as such, the
judgment of an offense person was:
punishable by imprisonment
for a period exceeding 6 a) Convicted by final judgment:
years, or,
(1) Of an offense punishable by
imprisonment for a period
2) A person guilty of a violation
exceeding 6 years;
of this Code committed
(2) For violating this Code; and,
within 5 years prior to the
(3) For violating the SRC;
date of his election or
appointment.
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b) Found administratively
liable for any offense
involving fraudulent acts;
and,
c) By foreign court or
equivalent foreign
regulatory authority for acts,
violations or misconduct
similar to those enumerated
in (a) and (b) above.
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Section 28 Directors or trustees may be The following additional rules
Removal of directors or removed by a vote of the were included:
trustees stockholders or members
holding or representing at least The SEC may now order the
2/3 of the outstanding capital
removal of the following:
stock or 2/3 of the members
entitled to vote.
1. Elected despite being
Such removal shall take place in disqualified; or,
a regular meeting or a special 2. Whose disqualification
meeting called for that purpose arose or is discovered
after previous notice to the subsequent to an election.
stockholders/members.
Sanctions may be imposed on
The special meeting shall be the board who had knowledge
called by the secretary on order
of the disqualification and failed
of the president or on the written
to remove such person.
demand of the stockholders.
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Section 29 Vacancies other than by Additional rules on when election
Vacancies in the office removal by the stockholders/ should be held in case of
of director or trustee members or by expiration of vacancy:
term may be filled by vote of at 1) Vacancy is due to expiration
least a majority of the of term - election shall be
remaining directors/trustees, if held no later than the day of
still constituting a quorum. such expiration.
2) Vacancy resulted from
removal by stockholders -
Otherwise, vacancies must be
election may be held on the
filled by stockholders in a same day of the meeting if so
regular/special meeting. stated in the notice of said
meeting.
In case of increase of number 3) All other cases - election held
of directors/trustees, it must be no later than 45 days from
filled by stockholders in a the time vacancy arose.
regular/special meeting. Replacement director shall serve
the unexpired term only.
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When vacancy prevents the
board from constituting a
quorum and emergency action
is required to prevent grave,
substantial, and irreparable
loss or damage to the
corporation, vacancy may be
temporarily filled from among
the officers by a unanimous
vote of the remaining directors
or trustees.
The action by such designated

director/trustee shall be limited
to emergency actions
necessary and his term shall
cease within a reasonable time
or upon election of the
replacement director/trustee.
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Section 30 In the absence of any provision In the absence of any provision
Compensation of in the by-laws fixing their in the bylaws fixing their
directors compensation, the directors compensation, the directors or
shall not receive any trustees shall not receive any
compensation, as such compensation in their capacity
directors, except for reasonable as such, except for reasonable
per diems: per diems.
Directors or trustees shall not

participate in the determination
of their own per diems or
compensation.
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Corporations vested with public
interest shall submit to their
shareholders and the SEC, an
annual report of the total
compensation of each of their
directors or trustees.
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Section 32 A contract of the corporation A contract of the corporation
Dealings of directors, with one or more of its directors with 1 or more of its directors,
trustees or officers with or trustees or officers is trustees, officers or their
the corporation voidable, at the option of such spouses and relatives within
corporation, unless all the the fourth civil degree of
conditions enumerated under consanguinity or affinity is
the Code are present. voidable, at the option of such
corporation, unless all the
conditions enumerated under
the Code are present.
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Section 35 The by-laws of a corporation If the by-laws so provide, the
Executive Committee may create an executive board may create an executive
committee, composed of not committee composed of at
less than three members of the least three (3) directors.
board, to be appointed by the
board. The board of directors may
create special committees of
temporary or permanent nature
and determine the term,
composition, compensation
powers, and responsibilities.
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Powers of Corporations
Section 40 Subject to the provisions of Subject to the provisions of
Sale or other existing laws on illegal Republic Act No. 10667,
combinations and monopolies, (Philippine Competition Act)
disposition of assets
a corporation may, by a and other related laws, a
majority vote of its board of corporation may, by a majority
directors or trustees, sell, vote of its board of directors or
lease, exchange, mortgage, trustees, sell, lease, exchange,
pledge or otherwise dispose of mortgage, pledge, or otherwise
all or substantially all of its dispose of its property and
property and assets, including assets, upon such terms and
its goodwill, upon such terms conditions and for such
and conditions and for such consideration, which may be
consideration, which may be money, stocks, bonds, or other
money, stocks, bonds or other instruments for the payment of
instruments for the payment of money or other property or
money or other property or consideration, as its board of
consideration, as its board of directors or trustees may deem
directors or trustees may deem expedient.
expedient.
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By-Laws
Section 46 Every corporation formed The RCC deleted the first
Adoption of by-laws under this Code must, within paragraph, removing the One-
one (1) month after receipt of month period to adopt by-laws.
official notice of the issuance of
its certificate of incorporation
by the SEC, adopt a code of
by-laws for its government not
inconsistent with this Code.
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By-Laws
Section 47 Subject to the provisions of the Provides for the additional items
Contents of by-laws Constitution, this Code, other that may be included:
special laws, and the articles of
d) The modes by which a
incorporation, a private
stockholder, member, director,
corporation may provide in its or trustee may attend meetings
bylaws for: xxx and cast their votes;
f) The directors’ or trustees’

qualifications, duties and
responsibilities, the guidelines
for setting the compensation of,
and the maximum number of
other board representations
that an independent director or
trustee may have which shall,
in no case, be more than the
number prescribed by the SEC;
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By-Laws
10. Such other matters as may k) Such other matters as may
be necessary for the proper be necessary for the proper
or convenient transaction of or convenient transaction of
its corporate business and its corporate affairs for the
affairs. promotion of good
governance and anti-graft
and corruption measures.
An arbitration agreement may

be provided in the by-laws
pursuant to Section 181 of this
Code.
.
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Meetings
Section 50. Regular meetings of Regular meetings of
stockholders or members shall stockholders or members shall
Regular and Special
be held annually on a date be held annually on a date
Meetings of fixed in the by-laws, or if not so
Stockholders or fixed in the bylaws, or if not so
fixed, on any date in April of
Members every year as determined by fixed, on any date after April 15
the board of directors or of every year as determined by
trustees. the board of directors or
trustees.
Provided, That written notice of
regular meetings shall be sent Provided, That written notice of
to all stockholders or members regular meetings shall be sent
of record at least 2 weeks prior to all stockholders or members
to the meeting, unless a of record at least 21 days prior
different period is required by
the by-laws. to the meeting, unless a
different period is required in
the by-laws, law, or regulation:
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Meetings
CCP Provision RCC
Written notice of regular meetings may be sent to all stockholders
or members of record through electronic mail or such other
manner as the SEC shall allow under its guidelines.
At each regular meeting of stockholders or members, the board of

directors or trustees shall endeavor to present to stockholders or
members the following:
a) The minutes of the most recent regular meeting which shall

include, among others:
1) A description of the voting and vote tabulation procedures

used in the previous meeting;
2) A description of the opportunity given to stockholders or

members to ask questions and a record of the questions
asked and answers given;
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Meetings
CCP Provision RCC
3) The matters discussed and resolutions reached;
4) A record of the voting results for each agenda item;
5) A list of the directors or trustees, officers and stockholders or

members who attended the meeting; and,
6) Such other items that the SEC may require in the interest of good
corporate governance and the protection of minority stockholders;
b) A members’ list for non-stock corporations and, for stock

corporations, material information on the current stockholders, and
their voting rights;
c) A detailed, descriptive, balanced and comprehensible assessment of

the corporation’s performance, which shall include information on
any material change in the corporation’s business, strategy, and
other affairs;
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Meetings
CCP Provision RCC
d) A financial report for the preceding year, which shall include
financial statements duly signed and certified in accordance with
this Code and the rules the SEC may prescribe, a statement on
the adequacy of the corporation’s internal controls or risk
management systems, and a statement of all external audit and
non-audit fees;
e) An explanation of the dividend policy and the fact of payment of

dividends or the reasons for nonpayment thereof;
f) Director or trustee profiles which shall include, among others, their

qualifications and relevant experience, length of service in the
corporation, trainings and continuing education attended, and their
board representations in other corporations;
g) A director or trustee attendance report, indicating the attendance

of each director or trustee at each of the meetings of the board
and its committees and in regular or special stockholder meetings;
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Meetings
CCP Provision RCC
h) Appraisals and performance reports for the board and the
criteria and procedure for assessment;
i) A director or trustee compensation report prepared in

accordance with this Code and the rules the SEC may
prescribe;
j) Director disclosures on self-dealings and related party

transactions; and/or,
k) The profiles of directors nominated or seeking election or

reelection.
A director, trustee, stockholder, or member may propose any other

matter for inclusion in the agenda at any regular meeting of
stockholders or members.
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Meetings
Section 51. Metro Manila shall, for Any city or municipality in
Place and time of purposes of this section, be Metro Manila, Metro Cebu,
meetings of considered a city or Metro Davao, and other
stockholders of municipality. Metropolitan areas shall, for
members purposes of this section, be
considered a city or
Notice of meetings shall be in
municipality.
writing, and the time and place
thereof stated therein.
Notice of meetings shall be
sent through the means of
communication provided in the
bylaws, which notice shall state
the time, place and purpose of
the meetings.
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Meetings
CCP Provision RCC
Each notice of meeting shall further be accompanied by the
following:
a) The agenda for the meeting;
b) A proxy form which shall be submitted to the corporate

secretary within a reasonable time prior to the meeting;
c) When attendance, participation, and voting are allowed by

remote communication or in absentia , the requirements and
procedures to be followed when a stockholder or member
elects either option; and,
d) When the meeting is for the election of directors or trustees,

the requirements and procedure for nomination and election.
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Meetings
Section 51. All proceedings had and any All proceedings and any
business transacted at any business transacted at a
Place and time of
meeting of the stockholders or meeting of the stockholders or
meetings of members, if within the powers
stockholders of members, if within the powers
or authority of the corporation,
members or authority of the corporation, shall be valid even if the
shall be valid even if the meeting is improperly held or
meeting be improperly held or called: Provided, That all the
called, provided all the stockholders or members of the
stockholders or members of the corporation are present or duly
corporation are present or duly represented at the meeting and
represented at the meeting. not one of them expressly
states at the beginning of the
meeting that the purpose of
their attendance is to object to
the transaction of any business
because the meeting is not
lawfully called or convened.
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Meetings
Section 53. Unless the articles of
Regular and special incorporation or the bylaws
meetings of directors provides for a greater majority,
or trustees a majority of the directors or
trustees as stated in the
articles of incorporation shall
constitute a quorum to transact
corporate business, and every
decision reached by at least a
majority of the directors or
trustees constituting a quorum,
except for the election of
officers which shall require the
vote of a majority of all the
members of the board, shall be
valid as a corporate act.
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Meetings
Notice of regular or special Notice of regular or special
meetings stating the date, time meetings stating the date, time
and place of the meeting must and place of the meeting must
be sent to every director or be sent to every director or
trustee at least 1 day prior to trustee at least 2 days prior to
the scheduled meeting, unless the scheduled meeting, unless
otherwise provided by the by- a longer time is provided in the
laws. by-laws.
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Meetings
Directors or trustees who cannot
physically attend or vote at board
meetings can participate and vote
through remote communication
such as videoconferencing,
teleconferencing, or other
alternative modes of
communication that allow them
reasonable opportunities to
participate. Directors or trustees
cannot attend or vote by proxy at
board meetings.
A director or trustee who has a

potential interest in any related
party transaction must refuse from
voting on the approval of the
related party transaction.
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Meetings
Section 58. Stockholders and members • New provisions allowing
Proxies may vote in person or by proxy voting through remote
in all meetings of stockholders communication are added.
or members.
When so authorized in the by-
laws or by a majority of the
board of directors, the
stockholders or members of
corporations may also vote
or in absentia: Provided, That
the votes are received before
the corporation finishes the
tally of votes.
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Meetings
A stockholder or member who
participates through remote
communication or in absentia
shall be deemed present for
purposes of quorum.
The corporation shall establish

the appropriate requirements
and procedures for voting
and in absentia, taking into
account the company’s scale,
number of shareholders or
members, structure and other
factors consistent with the
basic right of corporate
suffrage.
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Meetings
Section 59. No voting trust agreement shall No voting trust agreement shall
Voting Trusts be entered into for the purpose be entered into for purposes of
of circumventing the law circumventing the laws against
against monopolies and illegal anticompetitive agreements,
combinations in restraint of abuse of dominant position,
trade or used for purposes of anti-competitive mergers and
fraud. acquisitions, violation of
nationality and capital
requirements, or for the
perpetuation of fraud.
The voting trustee or trustees The voting trustee or trustees

may vote by proxy unless the may vote by proxy or in any
agreement provides otherwise. manner authorized under the
by-laws unless the agreement
provides otherwise.
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Stocks and Stockholders
Section 63. The capital stock of stock Provides for the grant of the
Certificate of stock and corporations shall be divided following power to the SEC:
transfer of shares into shares for which
certificates signed by the
The SEC may require
president or vice president,
corporations whose securities
countersigned by the secretary
are traded in trading markets
or assistant secretary, and
and which can reasonably
sealed with the seal of the
demonstrate their capability to
corporation shall be issued in
do so to issue their securities
accordance with the by-laws.
or shares of stocks in
certificated or scripless form in
accordance with the rules of
the SEC.
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Section 66. Subscribers for stock shall pay Subscribers to stocks shall be
Interest on unpaid to the corporation interest on all liable to the corporation for
subscriptions unpaid subscriptions from the interest on all unpaid
date of subscription, if so subscriptions from the date of
required by, and at the rate of subscriptions, if so required by
interest fixed in the by-laws. If and at the rate of interest fixed
no rate of interest is fixed in the in the subscription contract. If
by-laws, such rate shall be no rate of interest is fixed in the
deemed to be the legal rate. subscription contract, the
prevailing legal rate shall apply.
SL - 55
Section 67. Failure to pay on such date Failure to pay on such date
Payment of balance of shall render the entire balance shall render the entire balance
subscription due and payable and shall due and payable and shall
make the stockholder liable for make the stockholder liable for
interest at the legal rate on interest at the legal rate on
such balance, unless a such balance, unless a
different rate of interest is different interest rate is
provided in the by-laws, provided in the subscription
computed from such date until contract.
full payment. .
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Corporate Books and Records
Section 74. Provides for the records that Every corporation shall keep
Books to be kept; stock must be kept and preserved by and carefully preserve at its
transfer agent the corporation. principal office all information
relating to the corporation
including, but not limited to:
a) The articles of incorporation

and bylaws of the
corporation and all their
amendments;
b) The current ownership

structure and voting rights
of the corporation,
SL - 57
c) The names and addresses
of all the members of the
board of directors or
trustees and the executive
officers;
e) A record of the resolutions

of the board of directors or
trustees and of the
stockholders or members;
f) Copies of the latest

reportorial requirements
submitted to the SEC;
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The inspecting or reproducing
party shall remain bound by
confidentiality rules under
prevailing laws, such as the
rules on trade secrets or
processes under Republic Act
No. 8293, otherwise known as
the “Intellectual Property Code
of the Philippines”, as
amended, Republic Act No.
10173, otherwise known as the
“Data Privacy Act of 2012”,
Republic Act No. 8799,
otherwise known as “The
Securities Regulation Code”,
and the Rules of Court.
SL - 59
A requesting party who is not a
stockholder or member of
record, or is a competitor,
director, officer, controlling
stockholder or otherwise
represents the interests of a
competitor shall have no right
to inspect or demand
reproduction of corporate
records.
Any stockholder who shall

abuse the rights granted under
this section shall be penalized
under Section 158 of this Code.
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Section 75. Within 10 days from receipt of A corporation shall furnish a
Right to Financial a written request of any stockholder or member, within
Statements stockholder or member, the 10 days from receipt of their
corporation shall furnish to him written request, its most recent
its most recent financial financial statement, in the form
statement, which shall include and substance of the financial
a balance sheet as of the end reporting required by the SEC.
of the last taxable year and a
profit or loss statement for said
taxable year, showing in
reasonable detail its assets and
liabilities and the result of its
operations.
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However, if the paid-up capital However, if the total assets or
of the corporation is less than total liabilities of the corporation
P50,000.00, the financial are less than P600,000, or
statements may be certified such other amount as may be
under oath by the treasurer or determined appropriate by the
any responsible officer of the Department of Finance, the
corporation. financial statements may be
certified under oath by the
treasurer and the president.
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Merger and Consolidation
Section 77. Notice of such meetings shall Notice of such meetings shall
Stockholder’s or be given to all stockholders or be given to all stockholders or
Member’s Approval members of the respective members of the respective
corporations, at least 2 weeks corporations in the same
prior to the date of the meeting, manner as giving notice of
either personally or by regular or special meetings
registered mail. under Section 49 of this Code.
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Merger and Consolidation
Section 78. Enumerates the contents of the Provides for additional matters
articles of merger or that must be stated in the
Articles of Merger or articles of merger or
Consolidation consolidation. consolidation:
d) The carrying amounts and
fair values of the assets
and liabilities of the
respective companies as
of the agreed cut-off date;
e) The method to be used in
the merger or
consolidation of accounts
of the companies;
f) The provisional or pro-
forma values, as merged
or consolidated, using the
accounting method; and
g) Such other information as
may be prescribed by the
SEC.
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Appraisal Right
Section 81. Provides for thee (3) instances Provides for a fourth instance
Instances of Appraisal when a stockholder may when a stockholder may
Right dissent and demand payment dissent and demand payment
of the fair value of his shares. of the fair value of his shares:
d) In case of investment of
corporate funds for any
purpose other than primary
purpose of the corporation.
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Non-stock Corporation
Section 89. Unless otherwise provided in Unless otherwise provided in
Right to Vote the articles of incorporation or the articles of incorporation or
the by-laws, a member may the bylaws, a member may
vote by proxy in accordance vote by proxy, in accordance
with the provisions of this with the provisions of this
Code. Code. The by-laws may
likewise authorize voting
Voting by mail or other similar
and/or in absentia.
means by members of non-
stock corporations may be
authorized by the by-laws of • The paragraph on voting by
non-stock corporations with the mail or other similar means is
approval of, and under such deleted.
conditions which may be
prescribed by, the SEC.
SL - 66
Section 92. Unless otherwise provided in the The number of trustees shall
articles of incorporation or the by- be fixed in the articles of
Election and Term of laws, the board of trustees of non-
Trustees stock corporations, shall, as soon as
incorporation or bylaws which
organized, so classify themselves may or may not be more than
that the term of office of 1/3 of their 15. They shall hold office for
number shall expire every year; and not more than 3 years until
subsequent elections of trustees their successors are elected
comprising 1/3 of the board of
trustees shall be held annually and
and qualified. Trustees elected
trustees so elected shall have a term to fill vacancies occurring
of 3 years. Trustees thereafter before the expiration of a
elected to fill vacancies occurring particular term shall hold office
before the expiration of a particular only for the unexpired period.
term shall hold office only for the
unexpired period.
The amendment removed the
staggered terms of office of
trustees.
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No person shall be elected as Except with respect to
trustee unless he is a member independent trustees of
of the corporation. nonstock corporations vested
with public interest, only a
member of the corporation
shall be elected as trustee.
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One Person Corporation
New Provision RCC
Section 115. The provisions of this Title shall primarily apply to One Person
Applicability of Corporations. Other provisions of this Code apply suppletorily,
Provisions to One except as otherwise provided in this Title.
Person Corporations
Section 116. A One Person Corporation is a corporation with a single

One Person Corporation stockholder: Provided, That only a natural person, trust, or an
estate may form a One Person Corporation.
Banks and quasi-banks, preneed, trust, insurance, public and

publicly-listed companies, and non-chartered government- owned
and -controlled corporations may not incorporate as One Person
Corporations: Provided, further, That a natural person who is
licensed to exercise a profession may not organize as a One
Person Corporation for the purpose of exercising such profession
except as otherwise provided under special laws.
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New Provision RCC
Section 117. A One Person Corporation shall not be required to have a
Minimum Capital Stock minimum authorized capital stock except as otherwise provided by
Not Required for One special law.
Person Corporation
Section 118. A One Person Corporation shall file articles of incorporation in

Articles of Incoporation accordance with the requirements under Section 14 of this Code.
It shall likewise substantially contain the following:
a) If the single stockholder is a trust or an estate, the name,

nationality, and residence of the trustee, administrator,
executor, guardian, conservator, custodian, or other person
exercising fiduciary duties together with the proof of such
authority to act on behalf of the trust or estate; and,
b) Name, nationality, residence of the nominee and alternate
nominee, and the extent, coverage and limitation of the
authority.
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New Provision RCC
Section 119. The One Person Corporation is not required to submit and file
Bylaws corporate by-laws.
Section 120. A One Person Corporation shall indicate the letters “OPC” either
Display of Corporate below or at the end of its corporate name.
Name
Section 121. The single stockholder shall be the sole director and president
Single Stockholder as of the One Person Corporation.
Director, President
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New Provision RCC
Section 122. Within 15 days from the issuance of its certificate of incorporation,
Treasurer, Corporate the One Person Corporation shall appoint a treasurer, corporate
Secretary, and Other secretary, and other officers as it may deem necessary, and notify
Officers the SEC thereof within 5 days from appointment.
The single stockholder may not be appointed as the corporate

secretary.
A single stockholder who is likewise the self-appointed treasurer of

the corporation shall give a bond to the SEC in such a sum as may
be required: Provided, That, the said stockholder/treasurer shall
undertake in writing to faithfully administer the One Person
Corporation’s funds to be received as treasurer, and to disburse and
invest the same according to the articles of incorporation as
approved by the SEC. The bond shall be renewed every 2 years or
as often as may be required.
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New Provision RCC
Section 123. In addition to the functions designated by the One Person
Special Functions of Corporation, the corporate secretary shall:
the Corporate
Secretary a) Be responsible for maintaining the minutes book and/or
records of the corporation;
b) Notify the nominee or alternate nominee of the death or
incapacity of the single stockholder, which notice shall be
given no later than 5 days from such occurrence;
c) Notify the SEC of the death of the single stockholder within 5
days from such occurrence and stating in such notice the
names, residence addresses, and contact details of all known
legal heirs; and,
d) Call the nominee or alternate nominee and the known legal
heirs to a meeting and advise the legal heirs with regard to,
among others, the election of a new director, amendment of
the articles of incorporation, and other ancillary and/or
consequential matters.
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New Provision RCC
Section 124. The single stockholder shall designate a nominee and an
Nominee and Alternate alternate nominee who shall, in the event of the single
Nominee stockholder’s death or incapacity, take the place of the single
stockholder as director and shall manage the corporation’s affairs.
The articles of incorporation shall state the names, residence

addresses and contact details of the nominee and alternate
nominee, as well as the extent and limitations of their authority in
managing the affairs of the One Person Corporation.
The written consent of the nominee and alternate nominee shall

be attached to the application for incorporation. Such consent may
be withdrawn in writing any time before the death or incapacity of
the single stockholder.
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New Provision RCC
Section 125. When the incapacity of the single stockholder is temporary, the
Term of Nominee and nominee shall sit as director and manage the affairs of the One
Alternate Nominee Person Corporation until the stockholder, by self determination,
regains the capacity to assume such duties.
In case of death or permanent incapacity of the single

stockholder, the nominee shall sit as director and manage the
affairs of the One Person Corporation until the legal heirs of the
single stockholder have been lawfully determined, and the heirs
have designated one of them or have agreed that the estate shall
be the single stockholder of the One Person Corporation.
The alternate nominee shall sit as director and manage the One
Person Corporation in case of the nominee’s inability, incapacity,
death, or refusal to discharge the functions as director and
manager of the corporation, and only for the same term and under
the same conditions applicable to the nominee.
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New Provision RCC
Section 126. The single stockholder may, at any time, change its nominee and
Change of Nominee alternate nominee by submitting to the SEC the names of the new
and Alternate Nominee nominees and their corresponding written consent. For this
purpose, the articles of incorporation need not be amended.
Section 127. A One Person Corporation shall maintain a minutes book which
Minutes Book shall contain all actions, decisions, and resolutions taken by the
One Person Corporation.
Section 128. When action is needed on any matter, it shall be sufficient to

Records in Lieu of prepare a written resolution, signed and dated by the single
Meetings stockholder, and recorded in the minutes book of the One
Person Corporation. The date of recording in the minutes book
shall be deemed to be the date of the meeting for all purposes
under this Code.
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New Provision RCC
Section 129. The One Person Corporation shall submit the following within
Reportorial such period as the SEC may prescribe:
Requirements
a) Annual financial statements audited by an independent
certified public accountant: Provided, That if the total assets or
total liabilities of the corporation are less than P600,000, the
financial statements shall be certified under oath by the
corporation’s treasurer and president;
b) A report containing explanations or comments by the president

on every qualification, reservation, or adverse remark or
disclaimer made by the auditor in the latter’s report;
c) A disclosure of all self-dealings and related party transactions

entered into between the One Person Corporation and the
single stockholder; and,
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New Provision RCC
d) Other reports as the SEC may require.
For purposes of this provision, the fiscal year of a One Person

Corporation shall be that set forth in its articles of incorporation or,
in the absence thereof, the calendar year.
The SEC may place the corporation under delinquent status

should the corporation fail to submit the reportorial requirements
three (3) times, consecutively or intermittently, within a period of
five (5) years.
SL - 78
New Provision RCC
Section 130. A sole shareholder claiming limited liability has the burden of
Liability of Single affirmatively showing that the corporation was adequately
Stockholder financed.
Where the single stockholder cannot prove that the property of the
One Person Corporation is independent of the stockholder’s
personal property, the stockholder shall be jointly and severally
liable for the debts and other liabilities of the One Person
Corporation.
The principles of piercing the corporate veil applies with equal

force to One Person Corporations as with other corporations.
SL - 79
New Provision RCC
Section 131. When a single stockholder acquires all the stocks of an ordinary
Conversion from an stock corporation, the latter may apply for conversion into a One
Ordinary Corporation Person Corporation, subject to the submission of such documents
to a One Person as the SEC may require.
Corporation.
If the application for conversion is approved, the SEC shall issue a
certificate of filing of amended articles of incorporation reflecting
the conversion. The One Person Corporation converted from an
ordinary stock corporation shall succeed the latter and be legally
responsible for all the latter’s outstanding liabilities as of the date
of conversion.
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New Provision RCC
Section 132. A One Person Corporation may be converted into an ordinary
Conversion from a One stock corporation after due notice to the SEC of such fact and of
Person Corporation to the circumstances leading to the conversion, and after compliance
an Ordinary Stock with all other requirements for stock corporations under this Code
Corporation and applicable rules. Such notice shall be filed with the SEC
within 60 days from the occurrence of the circumstances leading
to the conversion into an ordinary stock corporation. If all
requirements have been complied with, the SEC shall issue a
certificate of filing of amended articles of incorporation reflecting
the conversion.
In case of death of the single stockholder, the nominee or

alternate nominee shall transfer the shares to the duly designated
legal heir or estate within seven (7) days from receipt of either an
affidavit of heirship or self-adjudication executed by a sole heir, or
any other legal document declaring the legal heirs of the single
SL - 81
New Provision RCC
stockholder and notify the SEC of the transfer. Within 60 days
from the transfer of the shares, the legal heirs shall notify the SEC
of their decision to either wind up and dissolve the One Person
Corporation or convert it into an ordinary stock corporation.
The ordinary stock corporation converted from a One Person

Corporation shall succeed the latter and be legally responsible for
all the latter’s outstanding liabilities as of the date of conversion.
SL - 82
Dissolution
Section 118. If the dissolution does not If dissolution of a corporation
prejudice the rights of any does not prejudice the rights of
Voluntary dissolution
creditor, this may be effected any creditor having a claim
where no creditors are by majority vote of the directors
affected against it, the dissolution may
or trustees, and by a resolution
duly adopted by the vote of the be effected by majority vote of
stockholders owning at least the board of directors or
2/3 of the outstanding capital trustees, and by a resolution
stock or of at least 2/3 of the adopted by the affirmative vote
members of a meeting to be of the stockholders owning at
held upon call of the directors least majority of the
or trustees after publication of outstanding capital stock or
the notice of time, place and majority of the members of a
object of the meeting for 3 meeting to be held upon the
consecutive weeks in a
newspaper published in the call of the directors or trustees.
place where the principal office
of said corporation is located.
SL - 83
Dissolution
.and if no newspaper is At least 20 days prior to the
published in such place, then meeting, notice shall be given
in a newspaper of general to each shareholder or member
circulation in the Philippines, of record in the manner
after sending such notice to provided in this Code and shall
each stockholder or member state that the purpose of the
either by registered mail or by meeting is to vote on the
personal delivery at least 30 dissolution of the corporation.
days prior to said meeting. Notice of the time, place, and
object of the meeting shall be
published once prior to the date
of the meeting in a newspaper
published in the place where
the principal office of said
corporation is located.
SL - 84
Dissolution
Section 119. Where the dissolution of a The amendment specifies the
Voluntary dissolution corporation may prejudice the matters required to be stated in
where creditors are rights of any creditor, the the petition for voluntary
affected petition for dissolution shall be dissolution where creditors are
filed with the SEC. affected.
.
The petition shall state:
a) the reason for the

dissolution;
b) the form, manner, and time
when the notices were
given; and,
c) the date, place, and time of
the meeting in which the
vote was made.
SL - 85
Dissolution
The corporation shall submit to
the SEC the following:
1) a copy of the resolution

authorizing the dissolution,
certified by a majority of the
board of directors or
trustees and countersigned
by the secretary of the
corporation; and,
2) a list of all its creditors.
The dissolution shall take effect

only upon the issuance by the
SEC of a certificate of
dissolution.
SL - 86
Dissolution
Section 120. A copy of the amended articles Upon the expiration of the
Dissolution by of incorporation shall be shortened term, as stated in the
submitted to the SEC in approved amended articles of
shortening corporate
accordance with this Code. incorporation, the corporation
term
Upon approval of the amended shall be deemed dissolved
articles of incorporation of the without any further proceedings,
expiration of the shortened subject to the provisions of this
Code on liquidation.
term, as the case may be, the
corporation shall be deemed
In the case of expiration of
dissolved without any further corporate term, dissolution shall
proceedings, subject to the automatically take effect on the
provisions of this Code on day following the last day of the
liquidation. corporate term stated in the
articles of incorporation, without
the need for the issuance by the
SEC of a certificate of
dissolution.
SL - 87
Dissolution
New Provision RCC
Section 137. A withdrawal of the request for dissolution shall be made in
Withdrawal of Request writing, duly verified by any incorporator, director, trustee,
and Petition for shareholder, or member and signed by the same number of
Dissolution incorporators, directors, trustees, shareholders, or members
necessary to request for dissolution as set forth in the foregoing
sections.
The withdrawal shall be submitted no later than 15 days from

receipt by the SEC of the request for dissolution. Upon receipt of a
withdrawal of request for dissolution, the SEC shall withhold
action on the request for dissolution and shall, after investigation:
(a) make a pronouncement that the request for dissolution is
deemed withdrawn; (b) direct a joint meeting of the board of
directors or trustees and the stockholders or members for the
purpose of ascertaining whether to proceed with dissolution; or (c)
issue such other orders as it may deem appropriate.
SL - 88
Dissolution
Section 121. A corporation may be dissolved A corporation may be dissolved
Involuntary Dissolution by the SEC upon filing of a by the SEC motu proprio or
verified complaint and after upon filing of a verified complaint
proper notice and hearing on by any interested party. The
the grounds provided by following may be grounds for
existing laws, rules and dissolution of the corporation:
regulations.
(a) Non-use of corporate charter
as provided under Section 21 of
this Code;
(b) Continuous inoperation of a

corporation as provided under
Section 21 of this Code;
(c) Upon receipt of a lawful court

order dissolving the corporation;
SL - 89
Dissolution
(d) Upon finding by final
judgment that the corporation
procured its incorporation
through fraud;
(e) Upon finding by final

judgment that the corporation:
1. Was created for the

purpose of committing,
concealing or aiding the
commission of securities
violations, smuggling, tax
evasion, money laundering,
or graft and corrupt
practices;
SL - 90
Dissolution
2. Committed or aided in the
commission of securities
violations, smuggling, tax
evasion, money laundering,
or graft and corrupt
practices, and its
stockholders knew of the
same; and,
3. Repeatedly and knowingly

tolerated the commission of
graft and corrupt practices
or other fraudulent or illegal
acts by its directors,
trustees, officers, or
employees.
SL - 91
Dissolution
Section 122. Provides for the continuance of Added the following exception:
Corporate Liquidation a corporation as a body
corporate for three years after
Except for banks, which shall
dissolution.
be covered by the applicable
provisions of Republic Act No.
7653, otherwise known as the
“New Central Bank Act”, as
amended, and Republic Act
No. 3591, otherwise known as
the “Philippine Deposit
Insurance Corporation”, as
amended,
SL - 92
Foreign Corporations
Section 126. The actual market value of the The actual market value of the
Issuance of license securities or any combination securities or any combination
thereof must be at least thereof must be at least
P100,000. P500,000.
Six months after every fiscal Six months after every fiscal
year of the licensee, additional year of the licensee, additional
securities may be required by securities may be required by
the SEC equivalent to 2% of the SEC equivalent to 2% of
the gross income in excess of the gross income in excess of
P5,000,000. P10,000,000.
SL - 93
Foreign Corporations
Section 127. A resident agent may either be The following provision was
Who may be Resident an individual residing in the included:
Agent Philippines or a domestic
corporation lawfully transacting
That in case of a domestic
business in the Philippines.
corporation who will act as a
resident agent, it must likewise
An individual resident agent be of sound financial standing
must be of good moral and must show proof that it is
character and of sound in good standing as certified by
financial standing. the SEC.
SL - 94
Investigations, Offenses, and Penalties
New Provision RCC
Section 154. The SEC may investigate an alleged violation of this Code, or of a
Investigation and rule, regulation, or order of the SEC.
Prosecution of
Offenses The SEC may publish its findings, orders, opinions, advisories, or
information concerning any such violation, as may be relevant to
the general public or to the parties concerned, subject to the
provisions of Republic Act No. 10173, otherwise known as the
“Data Privacy Act of 2012”, and other pertinent laws.
The SEC shall give reasonable notice to and coordinate with the
appropriate regulatory agency prior to any such publication
involving companies under their regulatory jurisdiction.
SL - 95
New Provision RCC
Section 155. The SEC, through its designated officer, may administer oaths
Administration of and affirmations, issue subpoena and subpoena duces tecum,
Oaths, Subpoena of take testimony in any inquiry or investigation, and may perform
Witnesses and other acts necessary to the proceedings or to the investigation.
Documents
SL - 96
New Provision RCC
Section 156. Whenever the SEC has reasonable basis to believe that a person
Cease and Desist has violated, or is about to violate this Code, a rule, regulation, or
Orders order of the SEC, it may direct such person to desist from
committing the act constituting the violation.
The SEC may issue a cease and desist order ex parte to enjoin
an act or practice which is fraudulent or can be reasonably
expected to cause significant, imminent, and irreparable danger or
injury to public safety or welfare. The ex parte order shall be valid
for a maximum period of 20 days, without prejudice to the order
being made permanent after due notice and hearing.
Thereafter, the SEC may proceed administratively against such

person in accordance with Section 158 of this Code, and/or
transmit evidence to the Department of Justice for preliminary
investigation or criminal prosecution and/or initiate criminal
prosecution for any violation of this Code, rule, or regulation.
SL - 97
New Provision RCC
Section 157. Any person who, without justifiable cause, fails or refuses to
Contempt comply with any lawful order, decision, or subpoena issued by the
SEC shall, after due notice and hearing, be held in contempt and
fined in an amount not exceeding P30,000.
When the refusal amounts to clear and open defiance of the

SEC’s order, decision, or subpoena, the SEC may impose a daily
fine of P1,000 until the order, decision, or subpoena is complied
with.
SL - 98
New Provision RCC
Section 158. If the SEC finds any violation, it may impose any or all of the
Administrative following sanctions, taking into consideration the extent of
Sanctions participation, nature, effects, frequency and seriousness of the
violation:
a) Imposition of a fine ranging from P5,000 to P2,000,000, and

not more than P1,000.00 for each day of continuing violation
but in no case to exceed P2,000,000.00;
b) Issuance of a permanent cease and desist order;
c) Suspension or revocation of the certificate of incorporation;

and,
d) Dissolution of the corporation and forfeiture of its assets under

the conditions in Title XIV of this Code.
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New Provision RCC
Section 171. If the offender is a corporation, the penalty may be imposed upon
Liability of Directors, such corporation and/or upon its directors, trustees, stockholders,
Trustees, Officers, or members, officers, or employees responsible for the violation or
Other Employees indispensable to its commission.
Section 172. Anyone who shall aid, abet, counsel, command, induce, or cause
Liability of Aiders and any violation of this Code, or any rule, regulation, or order of the
Abettors and Other SEC shall be punished after taking into account their participation
Secondary Liability in the offense.
SL - 100
Miscellaneous Provisions
Section 141. Every corporation, domestic or Except as otherwise provided
Annual report of foreign, lawfully doing business in this Code or in the rules
corporations. in the Philippines shall submit issued by the SEC, every
to the SEC an annual report of corporation, domestic or
its operations, together with a foreign, doing business in the
financial statement of its assets Philippines shall submit to the
and liabilities, certified by any SEC:
independent certified public
accountant in appropriate (a) Annual financial statements
cases, covering the preceding audited by an independent
fiscal year and such other certified public accountant:
requirements as the SEC may and,
require. Such report shall be
submitted within such period as (b) A general information sheet.
may be prescribed by the SEC.
SL - 101
Corporations vested with public
interest must also submit the
following:
1) A director or trustee
compensation report;
2) A director or trustee
appraisal or performance
report and the standards or
criteria used to assess each
director or trustee.
The reportorial requirements

shall be submitted annually and
within such period as may be
prescribed by the SEC.
SL - 102
The SEC may place the
corporation under delinquent
status in case of failure to
submit the reportorial
requirements 3 times,
consecutively or intermittently,
within a period of 5 years.
A person required to file a

report with the SEC may redact
confidential information from
the report: Provided, That the
confidential information shall be
filed in a supplemental report
labeled “confidential”, together
with a request for confidential
treatment of the report and the
specific grounds.
SL - 103
Section 142. The SEC shall exercise
Confidential Nature of visitorial powers over all
Examination Results corporations, which powers
shall include the examination of
records, regulation and
supervision of activities,
enforcement of compliance,
and imposition of sanctions.
Should the corporation, without

justifiable cause, refuse or
obstruct the SEC’s exercise of
its visitorial powers, the SEC
may revoke its certificate of
incorporation, without prejudice
to the imposition of other
penalties and sanctions.
SL - 104
New Provision RCC
Section 180. The SEC shall develop and implement an electronic filing and
Development and monitoring system.
Implementation of
Electronic Filing and The SEC shall promulgate rules to facilitate and expedite, among
Monitoring System others, corporate name reservation and registration, incorporation,
submission of reports, notices, and documents required under this
Code, and sharing of pertinent information with other government
agencies.
SL - 105
New Provision RCC
Section 181. An arbitration agreement may be provided in the articles of
Arbitration for incorporation or by-laws which shall govern disputes between the
Corporations corporation, its stockholders or members, which arise from the
implementation of the articles of incorporation or by-laws or from
intra-corporate relations.
A dispute which involves criminal offenses and interests of third

parties shall be non-arbitrable.
To be enforceable, the arbitration agreement should indicate the

number of arbitrators and the procedure for their appointment.
SL - 106
New Provision RCC
Section 181. The arbitral tribunal shall have the power to rule on its own
Arbitration for jurisdiction and on questions relating to the validity of the
Corporations arbitration agreement.
When an intra-corporate dispute is filed with the Regional Trial

Court, the court shall dismiss the case before the termination of
the pretrial conference, if it determines that there is an arbitration
agreement.
The arbitral tribunal shall have the power to grant interim

measures.
A final arbitral award under this section shall be executory after

the lapse of 15 days from receipt thereof by the parties and shall
be stayed only by the filing of a bond or the issuance by the
appellate court of an injunctive writ.
SL - 107
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Revised Corporation Code

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Revised Corporation Code

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Revised Corporation

September 25, 2019

CCP Provision CCP RCC

CCP Provision CCP RCC

CCP Provision CCP RCC

That no extension can be made

CCP Provision RCC

• Corporations which term is for a specific period may extend or

• No extension may be made earlier than 3 years prior to the

• A corporation whose term has expired may apply for a revival of

CCP Provision CCP RCC

• In no case shall the paid up

CCP Provision CCP RCC

CCP Provision CCP RCC

CCP Provision CCP RCC

6. The number of directors or f) The number of directors,

CCP Provision CCP RCC

The articles of incorporation

CCP Provision CCP RCC

CCP Provision CCP RCC

(1) not distinguishable from a

(2) already protected by law; or

(3) contrary to law, rules and

CCP Provision CCP RCC

1) hold the corporation and its

2) hold them administratively,

3) revoke the registration of

CCP Provision CCP RCC

CCP Provision CCP RCC

CCP Provision CCP RCC

Failure to comply with the

c) Other corporations engaged

When authorized in the by laws

A stockholder or member who

The directors or trustees elected

1. A President, who shall be a 1. A President, who shall be a

The new Section 24 omitted

The action by such designated

Directors or trustees shall not

f) The directors’ or trustees’

An arbitration agreement may

At each regular meeting of stockholders or members, the board of

a) The minutes of the most recent regular meeting which shall

1) A description of the voting and vote tabulation procedures

2) A description of the opportunity given to stockholders or

4) A record of the voting results for each agenda item;

5) A list of the directors or trustees, officers and stockholders or

b) A members’ list for non-stock corporations and, for stock

c) A detailed, descriptive, balanced and comprehensible assessment of

e) An explanation of the dividend policy and the fact of payment of

f) Director or trustee profiles which shall include, among others, their

g) A director or trustee attendance report, indicating the attendance

i) A director or trustee compensation report prepared in

j) Director disclosures on self-dealings and related party

k) The profiles of directors nominated or seeking election or

A director, trustee, stockholder, or member may propose any other

a) The agenda for the meeting;

b) A proxy form which shall be submitted to the corporate

c) When attendance, participation, and voting are allowed by

d) When the meeting is for the election of directors or trustees,

A director or trustee who has a

The corporation shall establish

The voting trustee or trustees The voting trustee or trustees

a) The articles of incorporation