What must legal heirs do within sixty (60) days after the transfer of shares following the death of an OPC’s single stockholder? In the event of the death of the single stockholder, the nominee or alternate nominee must transfer the shares to the designated legal heir or estate within seven (7) days of receiving the […]
What is the procedure for voluntary dissolution when no creditors are affected? Voluntary dissolution where no creditors are prejudiced requires approval by a majority vote of the board of directors or trustees (SEC. 134, Revised Corporation Code of the Philippines). This must be followed by a resolution adopted by the affirmative vote of the stockholders
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When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth? If the dissolution may prejudice the rights of any creditor, a verified petition for dissolution must be filed with the SEC, signed by a majority of the board of directors or trustees (SEC. 135,
How does dissolution take effect when the corporate term is shortened? A voluntary dissolution may be effected by amending the articles of incorporation specifically to shorten the corporate term (SEC. 136, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC for approval. Upon the expiration of
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What is the maximum deadline for withdrawing a request for voluntary dissolution (where no creditors are affected)? A withdrawal of the request for dissolution must be made in writing, duly verified by an incorporator, director, trustee, shareholder, or member (SEC. 137, Revised Corporation Code of the Philippines). The withdrawal must be submitted no later than
What are the four grounds upon which the SEC may dissolve a corporation involuntarily? A corporation may be dissolved involuntarily by the SEC motu proprio or upon the filing of a verified complaint by any interested party (SEC. 138, Revised Corporation Code of the Philippines). Grounds for dissolution include the non-use of the corporate charter
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Under what condition is a board meeting in a close corporation considered unnecessary or improperly held but still deemed valid? Unless the bylaws provide otherwise, any action taken by the directors of a close corporation without a meeting called properly and with due notice shall nevertheless be deemed valid under four specific conditions (SEC. 100,
What is the extent of the preemptive right of stockholders in a close corporation? The preemptive right of stockholders in a close corporation is broader than in an ordinary stock corporation (SEC. 101, Revised Corporation Code of the Philippines). In a close corporation, this right shall extend to all stock to be issued, including the
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What is the required supermajority vote to amend the articles of incorporation of a close corporation when deleting certain provisions? Any amendment to the articles of incorporation that seeks to delete or remove any provision required by Title XII (Close Corporations), or to reduce a quorum or voting requirement previously stated in the articles, requires
What must occur before the SEC exercises its power to arbitrate a deadlock in a close corporation? The SEC’s power to arbitrate a deadlock can be invoked only if the directors or stockholders are so divided on the management of the corporation’s business and affairs that the votes required for a corporate action cannot be
