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 is the rule concerning the irrevocability of a pre-incorporation subscription? A subscription of shares in a corporation still to be formed, known as a pre-incorporation subscription, shall be irrevocable for a period of at least six (6) months from the date of subscription (SEC. 60, Revised Corporation Code of the Philippines). This irrevocability applies
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What is the general rule regarding the preemptive right of stockholders, and how can it be denied? The general rule dictates that all stockholders of a stock corporation shall enjoy the preemptive right to subscribe to all issues or disposition of shares of any class (SEC. 38, Revised Corporation Code of the Philippines). This right
What details regarding capital structure must a stock corporation’s Articles of Incorporation set forth? If the corporation is a stock corporation, its Articles of Incorporation must detail the amount of its authorized capital stock, the number of shares into which this capital stock is divided, and the par value of each share (SEC. 13, Revised
How must amendments to the Articles of Incorporation be indicated upon filing? Amendments to the articles of incorporation must be clearly indicated by underscoring the change or changes made to the text (SEC. 15, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC, duly certified under
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Name two specific grounds upon which the SEC may disapprove the Articles of Incorporation. One ground for disapproval is if the Articles of Incorporation or any amendment thereto is not substantially in accordance with the form prescribed in the Code (SEC. 16, Revised Corporation Code of the Philippines). Another critical ground is if the purpose
Under what condition may a corporation purchase its own redeemable shares despite the rule on retained earnings? Redeemable shares are those which the corporation is authorized to purchase back from the holders upon the expiration of a fixed period (SEC. 8, Revised Corporation Code of the Philippines). Uniquely, this purchase may occur regardless of the
What information or details must be stated in the Articles of Incorporation of a corporation?
