What must legal heirs do within sixty (60) days after the transfer of shares following the death of an OPC’s single stockholder? In the event of the death of the single stockholder, the nominee or alternate nominee must transfer the shares to the designated legal heir or estate within seven (7) days of receiving the […]
What is the procedure for voluntary dissolution when no creditors are affected? Voluntary dissolution where no creditors are prejudiced requires approval by a majority vote of the board of directors or trustees (SEC. 134, Revised Corporation Code of the Philippines). This must be followed by a resolution adopted by the affirmative vote of the stockholders
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What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation? A stockholder of a close corporation may compel the corporation to purchase their shares at fair value, which must be not less than the par or issued value, only when the corporation
When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth? If the dissolution may prejudice the rights of any creditor, a verified petition for dissolution must be filed with the SEC, signed by a majority of the board of directors or trustees (SEC. 135,
What are the requirements for the number and term of trustees for an educational institution organized as a nonstock corporation? Trustees of educational institutions organized as nonstock corporations shall be not less than five (5) nor more than fifteen (15), provided that the total number of trustees must be in multiples of five (5) (SEC.
How does dissolution take effect when the corporate term is shortened? A voluntary dissolution may be effected by amending the articles of incorporation specifically to shorten the corporate term (SEC. 136, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC for approval. Upon the expiration of
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Who is authorized to form a corporation sole, and for what purpose? A corporation sole may be formed by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of any religious denomination, sect, or church (SEC. 108, Revised Corporation Code of the Philippines). The specific purpose of forming this unique corporate entity is
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What is the maximum deadline for withdrawing a request for voluntary dissolution (where no creditors are affected)? A withdrawal of the request for dissolution must be made in writing, duly verified by an incorporator, director, trustee, shareholder, or member (SEC. 137, Revised Corporation Code of the Philippines). The withdrawal must be submitted no later than
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 are the four grounds upon which the SEC may dissolve a corporation involuntarily? A corporation may be dissolved involuntarily by the SEC motu proprio or upon the filing of a verified complaint by any interested party (SEC. 138, Revised Corporation Code of the Philippines). Grounds for dissolution include the non-use of the corporate charter
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