Philippine Legal Advice

What agreement provision relating to corporate affairs is permitted among stockholders of a close corporation that would normally be restricted?

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What agreement provision relating to corporate affairs is permitted among stockholders of a close corporation that would normally be restricted? A written agreement among some or all of the stockholders in a close corporation is explicitly permitted to relate to the conduct of the business and affairs of the corporation (SEC. 99, Revised Corporation Code […]

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Under what condition is a board meeting in a close corporation considered unnecessary or improperly held but still deemed valid?

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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,

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What is the extent of the preemptive right of stockholders in a close corporation?

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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?

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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

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What must occur before the SEC exercises its power to arbitrate a deadlock in a close corporation?

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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

What must occur before the SEC exercises its power to arbitrate a deadlock in a close corporation? Read More »

What are the four remedial orders the SEC may issue when arbitrating a close corporation deadlock?

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What are the four remedial orders the SEC may issue when arbitrating a close corporation deadlock? When arbitrating a deadlock, the SEC has broad authority to make appropriate orders to resolve the dispute (SEC. 103, Revised Corporation Code of the Philippines). The SEC may order the cancellation or alteration of any provision contained in the

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What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations?

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What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations? Upon the effectiveness of the merger or consolidation, the surviving or consolidated corporation shall possess all the rights, privileges, immunities, and franchises of each constituent corporation (SEC. 79, Revised Corporation Code of the Philippines). All real and

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What are the four instances where a stockholder of a corporation may exercise the right of appraisal?

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What are the four instances where a stockholder of a corporation may exercise the right of appraisal? A stockholder is granted the right to dissent and demand payment of the fair value of their shares in four primary instances (SEC. 80, Revised Corporation Code of the Philippines). These include cases where an amendment to the

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How must a dissenting stockholder exercise the right of appraisal, and what is the deadline?

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How must a dissenting stockholder exercise the right of appraisal, and what is the deadline? A dissenting stockholder who votes against the proposed corporate action must exercise the right of appraisal by making a written demand on the corporation for the payment of the fair value of shares held (SEC. 81, Revised Corporation Code of

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What happens if a corporation and a withdrawing stockholder cannot agree on the fair value of shares during the appraisal process?

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What happens if a corporation and a withdrawing stockholder cannot agree on the fair value of shares during the appraisal process? If the withdrawing stockholder and the corporation fail to agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the value must be determined and

What happens if a corporation and a withdrawing stockholder cannot agree on the fair value of shares during the appraisal process? Read More »

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