What must a corporation carefully preserve at its principal office regarding records and resolutions? Every corporation is mandated to keep and carefully preserve at its principal office a range of important information relating to its operations (SEC. 73, Revised Corporation Code of the Philippines). This includes a record of all business transactions, ensuring a complete […]
What confidentiality rules bind a party inspecting or reproducing corporate records? The inspecting or reproducing party, whether a director, trustee, stockholder, or member, shall remain bound by confidentiality rules under prevailing laws (SEC. 73, Revised Corporation Code of the Philippines). These binding laws include specific statutes like Republic Act No. 8293, the Intellectual Property Code,
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Where must stockholders’ or members’ meetings be held? Stockholders’ or members’ meetings, whether regular or special, must generally be held in the principal office of the corporation as designated in the articles of incorporation (SEC. 50, Revised Corporation Code of the Philippines). If holding the meeting there is not practicable due to space or other
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What percentage of stock or membership constitutes a quorum for stockholders’ meetings? Unless otherwise provided in the Code or in the bylaws, a quorum for stockholders’ meetings consists of the stockholders representing a majority of the outstanding capital stock (SEC. 51, Revised Corporation Code of the Philippines). For nonstock corporations, the quorum consists of a
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What is the general term limit for a voting trust agreement, and what is the exception? A voting trust agreement may be created by one or more stockholders to confer upon a trustee the right to vote and other rights pertaining to the shares for a period not exceeding five (5) years at any time
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When is a contract between a corporation and its director, officer, or relative considered voidable? A contract between the corporation and one or more of its directors, trustees, officers, or their spouses and relatives within the fourth civil degree of consanguinity or affinity is generally considered voidable, at the option of the corporation (SEC. 31,
What is the restriction on donations made by foreign corporations in the Philippines? Every corporation has the general power and capacity to make reasonable donations for the public welfare or for charitable, scientific, civic, or similar purposes (SEC. 35, Revised Corporation Code of the Philippines). However, this power is explicitly restricted for foreign corporations doing
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What financial requirement must be met before a stock corporation can acquire its own shares (other than redeemable shares)? A stock corporation has the power to purchase or acquire its own shares for a legitimate corporate purpose, provided that the corporation has unrestricted retained earnings in its books to cover the shares to be purchased
What is the deadline and content requirement for reporting the election of corporate officers and directors to the SEC? Within thirty (30) days after the election of directors, trustees, and officers, the corporate secretary or another authorized officer must submit a report to the SEC (SEC. 25, Revised Corporation Code of the Philippines). This report
What is the term of existence for corporations formed prior to the effectivity of this Code? Corporations with certificates of incorporation issued prior to the Revised Corporation Code’s effectivity, and which continue to exist, are granted perpetual existence by default (SEC. 11, Revised Corporation Code of the Philippines). These existing corporations are given a choice,
