On which fundamental corporate matters must nonvoting shares be entitled to vote?
Holders of nonvoting shares are granted the statutory right to vote on several fundamental corporate matters crucial to their economic interests (SEC. 6, Revised Corporation Code of the Philippines). These include the amendment of the articles of incorporation and the adoption or amendment of the bylaws, which govern the corporate structure. They also possess voting rights concerning major acts like the sale of all or substantially all of the corporate property, incurring bonded indebtedness, and the merger or consolidation of the corporation. Additionally, nonvoting holders must vote on the increase or decrease of authorized capital stock and the dissolution of the corporation.
31 October 2025
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