Learn how SEC registration fraud and forged signatures in Articles of Incorporation can trigger penalties, revocation risk, and criminal cases in the Philippines.
Fraud in Securing SEC Registration in the Philippines Read More »
Learn how a right of first refusal and transfer restriction in the Articles of Incorporation can help keep corporate shares within the founders’ group.
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
When may an arbitration agreement be included in a corporation’s articles of incorporation or bylaws, and what types of disputes are covered? An arbitration agreement may be provided in the articles of incorporation or bylaws, but only for an unlisted corporation (SEC. 181, Revised Corporation Code of the Philippines). When such an agreement exists, disputes
What alternate name designations are permitted for the governing boards of nonstock or special corporations? Notwithstanding specific provisions of the Code that reference “board of directors” or “board of trustees,” nonstock or special corporations are permitted to use alternate names for their governing boards (SEC. 174, Revised Corporation Code of the Philippines). These corporations may,
What key document must a foreign corporation submit with its application for a license, and what is required if it is not in English? A foreign corporation applying for a license to transact business in the Philippines must submit to the SEC a copy of its articles of incorporation and bylaws, certified in accordance with
What mandatory documentation must accompany the articles of incorporation of a corporation sole upon filing with the SEC? The articles of incorporation for a corporation sole must be verified by affidavit or affirmation of the chief archbishop, bishop, priest, minister, rabbi, or presiding elder (SEC. 110, Revised Corporation Code of the Philippines). This document must
What is the general rule regarding the transferability of membership and rights in a nonstock corporation? The general rule established by the Code is that membership in a nonstock corporation, along with all rights arising therefrom, are personal and non-transferable (SEC. 89, Revised Corporation Code of the Philippines). This rule distinguishes nonstock membership from share
What three provisions must the articles of incorporation of a close corporation contain regarding its stock? A close corporation is defined as one whose articles of incorporation provide three specific restrictions regarding its issued stock (SEC. 95, Revised Corporation Code of the Philippines). First, all the corporation’s issued stock of all classes, exclusive of treasury
Where must restrictions on the transfer of shares in a close corporation appear to be binding on a purchaser in good faith? Restrictions on the right to transfer shares in a close corporation must appear in three mandatory locations to be binding on any purchaser in good faith (SEC. 97, Revised Corporation Code of the
