What is necessary for the valid transfer of shares of stock, besides the delivery of the certificate? Shares of stock are personal property and may be transferred by delivery of the certificate indorsed by the owner or their authorized representative (SEC. 62, Revised Corporation Code of the Philippines). However, no transfer shall be valid, except […]
What is the rule concerning the waiver of notice for stockholder or member meetings? Notice of any meeting may be waived by any stockholder or member, either expressly or impliedly, such as by attending the meeting without immediately objecting (SEC. 49, Revised Corporation Code of the Philippines). However, the Code explicitly states that general waivers
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What is the default closing period for the stock and transfer book before regular and special meetings? Unless the bylaws provide for a longer period, the stock and transfer book must be closed at least twenty (20) days for regular meetings before the scheduled date of the meeting (SEC. 49, Revised Corporation Code of the
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 condition allows the proceedings of an improperly held or called meeting to remain valid? All proceedings and business transacted at a meeting of the stockholders or members, if within the corporation’s powers, shall be deemed valid even if the meeting was improperly held or called (SEC. 50, Revised Corporation Code of the Philippines). This
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 majority vote is required for the board of directors to transact corporate business, and what is the exception? To transact corporate business, a quorum must first be established, which generally consists of a majority of the directors or trustees as stated in the articles of incorporation (SEC. 52, Revised Corporation Code of the Philippines).
May directors or trustees attend and vote at board meetings via proxy or remote communication? Directors or trustees cannot attend or vote by proxy at board meetings, as their personal deliberation and judgment are deemed essential to the board’s function (SEC. 52, Revised Corporation Code of the Philippines). However, directors or trustees who are unable
Who has the right to vote shares in a stock corporation when the shares are subject to a security interest? In cases where a stockholder grants a security interest in their shares (like a pledge or chattel mortgage), the stockholder-grantor shall retain the right to attend and vote at meetings of stockholders (SEC. 54, Revised
What is the rule for voting shares of stock owned jointly by two or more persons? When shares are owned jointly by two or more persons, the consent of all co-owners shall be necessary for voting those shares (SEC. 55, Revised Corporation Code of the Philippines). This joint consent is required unless the co-owners execute
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