Legal Answers

Brief Answers to Specific Questions about Philippine Law

What stockholder rights are suspended for the holder of delinquent stock?

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What stockholder rights are suspended for the holder of delinquent stock? No delinquent stock shall be voted for, be entitled to vote, or be represented at any stockholder’s meeting (SEC. 70, Revised Corporation Code of the Philippines). Consequently, the holder of delinquent stock is also denied any of the rights of a stockholder that are […]

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What is the procedure for a registered owner to obtain a new certificate of stock to replace one that is lost, stolen, or destroyed?

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What is the procedure for a registered owner to obtain a new certificate of stock to replace one that is lost, stolen, or destroyed? The registered owner or their legal representative must first file an affidavit in triplicate with the corporation, detailing, if possible, the circumstances of the loss, the number of shares, the serial

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What must a corporation carefully preserve at its principal office regarding records and resolutions?

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What must a corporation carefully preserve at its principal office regarding records and resolutions? Every corporation is mandated to keep and carefully preserve at its principal office a range of important information relating to its operations (SEC. 73, Revised Corporation Code of the Philippines). This includes a record of all business transactions, ensuring a complete

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What confidentiality rules bind a party inspecting or reproducing corporate records?

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What confidentiality rules bind a party inspecting or reproducing corporate records? The inspecting or reproducing party, whether a director, trustee, stockholder, or member, shall remain bound by confidentiality rules under prevailing laws (SEC. 73, Revised Corporation Code of the Philippines). These binding laws include specific statutes like Republic Act No. 8293, the Intellectual Property Code,

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What constitutes a valid defense for an officer or agent who refuses to allow the inspection of corporate records?

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What constitutes a valid defense for an officer or agent who refuses to allow the inspection of corporate records? It shall be a valid defense to any action concerning refusal to allow inspection that the person demanding to examine the records has improperly used any information secured through any prior examination of the records of

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What specific unlawful purposes are prohibited for entering into a voting trust agreement?

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What specific unlawful purposes are prohibited for entering into a voting trust agreement? No voting trust agreement shall be entered into for the purposes of circumventing the laws against anti-competitive agreements, abuse of dominant position, or anti-competitive mergers and acquisitions (SEC. 58, Revised Corporation Code of the Philippines). Furthermore, voting trusts are prohibited if their

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What is a mandatory provision the bylaws must include regarding independent directors?

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What is a mandatory provision the bylaws must include regarding independent directors? Among the matters a private corporation may provide in its bylaws, there is a mandatory guideline concerning independent directors (SEC. 46, Revised Corporation Code of the Philippines). The bylaws must specify the maximum number of other board representations that an independent director or

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What is the rule concerning the irrevocability of a pre-incorporation subscription?

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What is the rule concerning the irrevocability of a pre-incorporation subscription? A subscription of shares in a corporation still to be formed, known as a pre-incorporation subscription, shall be irrevocable for a period of at least six (6) months from the date of subscription (SEC. 60, Revised Corporation Code of the Philippines). This irrevocability applies

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Under what conditions can stockholders delegate the power to amend bylaws to the board?

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Under what conditions can stockholders delegate the power to amend bylaws to the board? The power to amend or repeal bylaws, or adopt new ones, may be delegated to the board of directors or trustees by the owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock

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Name two types of consideration that are explicitly prohibited for the issuance of shares of stock.

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Name two types of consideration that are explicitly prohibited for the issuance of shares of stock. Stocks shall not be issued for a consideration less than their par or issued price, a principle known as prohibiting “watered stock” (SEC. 61, Revised Corporation Code of the Philippines). The Code then explicitly prohibits the issuance of shares

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