Legal Answers

Brief Answers to Specific Questions about Philippine Law

When may an arbitration agreement be included in a corporation’s articles of incorporation or bylaws, and what types of disputes are covered?

When may an arbitration agreement be included in a corporation’s articles of incorporation or bylaws, and what types of disputes are covered? An arbitration agreement may be provided in the articles of incorporation or bylaws, but only for an unlisted corporation (SEC. 181, Revised Corporation Code of the Philippines). When such an agreement exists, disputes […]

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What procedure must be followed regarding an intra-corporate court case if an arbitration agreement is discovered?

What procedure must be followed regarding an intra-corporate court case if an arbitration agreement is discovered? If an intra-corporate dispute is filed with a Regional Trial Court, the court is mandated to take action if it determines that an arbitration agreement is written in the corporation’s articles of incorporation, bylaws, or a separate agreement (SEC.

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What is the rule concerning the primary authority over special corporations like banks and insurance companies?

What is the rule concerning the primary authority over special corporations like banks and insurance companies? Nothing in this law shall be construed as amending existing provisions of special laws governing the registration, regulation, monitoring, and supervision of special corporations such as banks, nonbank financial institutions, and insurance companies (SEC. 183, Revised Corporation Code of

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What is the effect of the amendment or repeal of the Corporation Code on existing rights and liabilities?

What is the effect of the amendment or repeal of the Corporation Code on existing rights and liabilities? No right or remedy in favor of or against any corporation, its stockholders, members, directors, trustees, or officers, shall be removed or impaired either by the subsequent dissolution of said corporation or by any subsequent amendment or

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What details must be included in the notice accompanying a stockholders’ meeting when the meeting is for the election of directors?

What details must be included in the notice accompanying a stockholders’ meeting when the meeting is for the election of directors? Each notice of a stockholders’ meeting must be accompanied by several documents, including the agenda and a proxy form (SEC. 50, Revised Corporation Code of the Philippines). Specifically, when the meeting is scheduled for

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How is the penalty in the Revised Corporation Code imposed if the offender of a violation is a corporation?

How is the penalty in the Revised Corporation Code imposed if the offender of a violation is a corporation? If the offender of a violation is a corporation, the penalty may be imposed upon the corporation itself and/or upon its responsible personnel (SEC. 171, Revised Corporation Code of the Philippines). At the discretion of the

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How are aiders and abettors penalized for violating the Revised Corporation Code?

How are aiders and abettors penalized for violating the Revised Corporation Code? Anyone who shall aid, abet, counsel, command, induce, or cause any violation of this Code, or any rule, regulation, or order of the SEC, shall face a penalty (SEC. 172, Revised Corporation Code of the Philippines). The punishment imposed upon these secondary actors

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How is the term “outstanding capital stock” defined under the Revised Corporation Code?

How is the term “outstanding capital stock” defined under the Revised Corporation Code? The term “outstanding capital stock” is defined as the total shares of stock issued under binding subscription contracts to subscribers or stockholders (SEC. 173, Revised Corporation Code of the Philippines). This total includes shares whether they are fully paid or only partially

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What alternate name designations are permitted for the governing boards of nonstock or special corporations?

What alternate name designations are permitted for the governing boards of nonstock or special corporations? Notwithstanding specific provisions of the Code that reference “board of directors” or “board of trustees,” nonstock or special corporations are permitted to use alternate names for their governing boards (SEC. 174, Revised Corporation Code of the Philippines). These corporations may,

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What is the purpose of the fund created by the SEC’s collection of fees, fines, and other charges?

What is the purpose of the fund created by the SEC’s collection of fees, fines, and other charges? The SEC is authorized to collect, retain, and use fees, fines, and other charges pursuant to the Code for the purpose of a more effective implementation of this Code (SEC. 175, Revised Corporation Code of the Philippines).

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