Philippine Legal Advice

What financial limits determine whether a corporation’s financial statements may be certified by its officers instead of an independent auditor?

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What financial limits determine whether a corporation’s financial statements may be certified by its officers instead of an independent auditor? The general rule requires annual financial statements to be audited by an independent certified public accountant for submission to the SEC (SEC. 74, Revised Corporation Code of the Philippines). However, if the corporation’s total assets […]

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What must the minutes of the most recent regular meeting contain regarding voting procedures and results?

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What must the minutes of the most recent regular meeting contain regarding voting procedures and results? The minutes of the most recent regular meeting must be presented at the subsequent regular meeting, and they must include specific details regarding the voting process (SEC. 49, Revised Corporation Code of the Philippines). This record must contain a

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What must the articles of incorporation of a One Person Corporation state if the single stockholder is a trust or an estate?

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What must the articles of incorporation of a One Person Corporation state if the single stockholder is a trust or an estate? The Articles of Incorporation of a One Person Corporation (OPC) must comply with standard requirements but include additional specifics if the single stockholder is a trust or an estate (SEC. 118, Revised Corporation

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How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings?

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How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings? A One Person Corporation (OPC) is not required to submit and file corporate bylaws, which streamlines its organization (SEC. 119, Revised Corporation Code of the Philippines). When action is needed on any matter, it is deemed sufficient to

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When may the SEC suspend or revoke the certificate of incorporation of a corporation under its general powers?

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When may the SEC suspend or revoke the certificate of incorporation of a corporation under its general powers? The SEC is granted the general power to suspend or revoke the certificate of incorporation of any entity under its jurisdiction (SEC. 179, Revised Corporation Code of the Philippines). This drastic action can only be taken after

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How is the voting process conducted in nonstock corporations, unless provided otherwise?

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How is the voting process conducted in nonstock corporations, unless provided otherwise? Unless specified otherwise in the articles of incorporation or bylaws, members of nonstock corporations may generally cast as many votes as there are trustees to be elected (SEC. 23, Revised Corporation Code of the Philippines). However, members may not cast more than one

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What restrictions apply to an application for revival of corporate existence by financial intermediaries?

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What restrictions apply to an application for revival of corporate existence by financial intermediaries? Certain financial intermediaries face stringent requirements when applying for the revival of their corporate existence after their term has expired (SEC. 11, Revised Corporation Code of the Philippines). Specifically, no application for revival of certificate of incorporation of banks, banking and

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What two specific reports, in addition to the standard annual financial statement and GIS, must corporations vested with public interest submit?

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What two specific reports, in addition to the standard annual financial statement and GIS, must corporations vested with public interest submit? Corporations vested with public interest are subject to heightened reporting requirements beyond the general annual financial statements and general information sheet (SEC. 177, Revised Corporation Code of the Philippines). These entities must submit a

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How may the SEC compel a stockholder or member to call a meeting if the authorized person unjustly refuses?

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How may the SEC compel a stockholder or member to call a meeting if the authorized person unjustly refuses? Whenever there is no person authorized to call a meeting, or the authorized person unjustly refuses to call one for any cause, the SEC may intervene (SEC. 129, Revised Corporation Code of the Philippines). Upon a

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What documentation must the articles of merger or consolidation include regarding the financial status of the constituent companies?

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What documentation must the articles of merger or consolidation include regarding the financial status of the constituent companies? The articles of merger or consolidation, executed after stockholder approval, must include specific financial and accounting details for each constituent corporation (SEC. 77, Revised Corporation Code of the Philippines). These articles must set forth the carrying amounts

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