Understand the corporate officer vs employee test in PH law, its impact on intra-corporate dispute jurisdiction, and why bylaws and board election records matter.
Officer or Employee? The Crucial Legal Distinction in Philippine Corporate Roles Read More »
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 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 is the effect of the termination of membership in a nonstock corporation? Termination of membership in a nonstock corporation is carried out in the manner and for the causes provided in the articles of incorporation or the bylaws (SEC. 90, Revised Corporation Code of the Philippines). Upon termination, the membership shall extinguish all rights
What is the effect of the termination of membership in a nonstock corporation? Read More »
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
What is a mandatory provision the bylaws must include regarding independent directors? Among the matters a private corporation may provide in its bylaws, there is a mandatory guideline concerning independent directors (SEC. 46, Revised Corporation Code of the Philippines). The bylaws must specify the maximum number of other board representations that an independent director or
What is a mandatory provision the bylaws must include regarding independent directors? Read More »
Under what conditions can stockholders delegate the power to amend bylaws to the board? The power to amend or repeal bylaws, or adopt new ones, may be delegated to the board of directors or trustees by the owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock
Under what conditions can stockholders delegate the power to amend bylaws to the board? Read More »
What are the mandatory composition and specific restrictions placed upon the powers of an Executive Committee? The board may create an executive committee if authorized by the bylaws, and this committee must be composed of at least three (3) directors (SEC. 34, Revised Corporation Code of the Philippines). The committee may act on specific matters
What are the rules concerning the adoption and filing requirements for corporate bylaws? For the adoption of bylaws, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock is necessary (SEC. 45, Revised Corporation Code of the Philippines). The bylaws must be signed by the voting stockholders or members
What are the rules concerning the adoption and filing requirements for corporate bylaws? Read More »
