corporate law

This article talks about the SEC Memorandum Circular No. 3, Series of 2025 and the mandatory use of SEC Zuper Easy Registration Online (ZERO) platform for the registration of corporations using the Electronic Simplified Processing of Application for Registration of Company (eSPARC) and One-day Submission and E-registration of Companies (OneSEC) portals.

The Mandatory Digital Transition: SEC Memorandum Circular No. 3, series of 2025 and the Implementation of SEC ZERO in Corporate Registration

This article talks about the SEC Memorandum Circular No. 3, Series of 2025 and the mandatory use of SEC Zuper Easy Registration Online (ZERO) platform for the registration of corporations using the Electronic Simplified Processing of Application for Registration of Company (eSPARC) and One-day Submission and E-registration of Companies (OneSEC) portals.

The Mandatory Digital Transition: SEC Memorandum Circular No. 3, series of 2025 and the Implementation of SEC ZERO in Corporate Registration Read More »

This talks about the insufficiency of the General Information Sheet (GIS), by itself, is as proof of stock ownership since it is the Stock and Transfer Book (STB) that is the ultimate legal determinant of corporate membership.

The Stock and Transfer Book as the Controlling Record of Shareholders: Refuting the Conclusiveness of the General Information Sheet

This talks about the insufficiency of the General Information Sheet (GIS), by itself, is as proof of stock ownership since it is the Stock and Transfer Book (STB) that is the ultimate legal determinant of corporate membership.

The Stock and Transfer Book as the Controlling Record of Shareholders: Refuting the Conclusiveness of the General Information Sheet Read More »

How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings?

How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings? A One Person Corporation (OPC) is not required to submit and file corporate bylaws, which streamlines its organization (SEC. 119, Revised Corporation Code of the Philippines). When action is needed on any matter, it is deemed sufficient to

How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings? Read More »

When may the SEC suspend or revoke the certificate of incorporation of a corporation under its general powers?

When may the SEC suspend or revoke the certificate of incorporation of a corporation under its general powers? The SEC is granted the general power to suspend or revoke the certificate of incorporation of any entity under its jurisdiction (SEC. 179, Revised Corporation Code of the Philippines). This drastic action can only be taken after

When may the SEC suspend or revoke the certificate of incorporation of a corporation under its general powers? Read More »

How is the voting process conducted in nonstock corporations, unless provided otherwise?

How is the voting process conducted in nonstock corporations, unless provided otherwise? Unless specified otherwise in the articles of incorporation or bylaws, members of nonstock corporations may generally cast as many votes as there are trustees to be elected (SEC. 23, Revised Corporation Code of the Philippines). However, members may not cast more than one

How is the voting process conducted in nonstock corporations, unless provided otherwise? Read More »

What restrictions apply to an application for revival of corporate existence by financial intermediaries?

What restrictions apply to an application for revival of corporate existence by financial intermediaries? Certain financial intermediaries face stringent requirements when applying for the revival of their corporate existence after their term has expired (SEC. 11, Revised Corporation Code of the Philippines). Specifically, no application for revival of certificate of incorporation of banks, banking and

What restrictions apply to an application for revival of corporate existence by financial intermediaries? Read More »

What two specific reports, in addition to the standard annual financial statement and GIS, must corporations vested with public interest submit?

What two specific reports, in addition to the standard annual financial statement and GIS, must corporations vested with public interest submit? Corporations vested with public interest are subject to heightened reporting requirements beyond the general annual financial statements and general information sheet (SEC. 177, Revised Corporation Code of the Philippines). These entities must submit a

What two specific reports, in addition to the standard annual financial statement and GIS, must corporations vested with public interest submit? Read More »

How may the SEC compel a stockholder or member to call a meeting if the authorized person unjustly refuses?

How may the SEC compel a stockholder or member to call a meeting if the authorized person unjustly refuses? Whenever there is no person authorized to call a meeting, or the authorized person unjustly refuses to call one for any cause, the SEC may intervene (SEC. 129, Revised Corporation Code of the Philippines). Upon a

How may the SEC compel a stockholder or member to call a meeting if the authorized person unjustly refuses? Read More »