What is the consequence if a corporation refuses or obstructs the SEC’s exercise of its visitorial powers? If a corporation, without justifiable cause, refuses or obstructs the SEC’s exercise of its visitorial powers, the SEC may impose severe sanctions (SEC. 178, Revised Corporation Code of the Philippines). Specifically, the SEC may revoke the corporation’s certificate […]
What is the exception to the rule that all directors must sign a written consent to validate a board action taken without a meeting? Section 100 provides several exceptions for close corporations where board action taken without a meeting is still deemed valid, primarily relying on unanimous consent or implied knowledge of the directors or
What are the two specific powers and authorities granted to the SEC regarding litigation and enforcement? The SEC is granted the power and authority to issue cease and desist orders ex parte to prevent imminent fraud or injury to the public (SEC. 179, Revised Corporation Code of the Philippines). This allows for immediate regulatory action
When may an arbitration agreement be included in a corporation’s articles of incorporation or bylaws, and what types of disputes are covered? An arbitration agreement may be provided in the articles of incorporation or bylaws, but only for an unlisted corporation (SEC. 181, Revised Corporation Code of the Philippines). When such an agreement exists, disputes
What procedure must be followed regarding an intra-corporate court case if an arbitration agreement is discovered? If an intra-corporate dispute is filed with a Regional Trial Court, the court is mandated to take action if it determines that an arbitration agreement is written in the corporation’s articles of incorporation, bylaws, or a separate agreement (SEC.
What is the rule concerning the primary authority over special corporations like banks and insurance companies? Nothing in this law shall be construed as amending existing provisions of special laws governing the registration, regulation, monitoring, and supervision of special corporations such as banks, nonbank financial institutions, and insurance companies (SEC. 183, Revised Corporation Code of
What is the effect of the amendment or repeal of the Corporation Code on existing rights and liabilities? No right or remedy in favor of or against any corporation, its stockholders, members, directors, trustees, or officers, shall be removed or impaired either by the subsequent dissolution of said corporation or by any subsequent amendment or
What details must be included in the notice accompanying a stockholders’ meeting when the meeting is for the election of directors? Each notice of a stockholders’ meeting must be accompanied by several documents, including the agenda and a proxy form (SEC. 50, Revised Corporation Code of the Philippines). Specifically, when the meeting is scheduled for
What must the minutes of the most recent regular meeting contain regarding voting procedures and results? The minutes of the most recent regular meeting must be presented at the subsequent regular meeting, and they must include specific details regarding the voting process (SEC. 49, Revised Corporation Code of the Philippines). This record must contain a
What must the articles of incorporation of a One Person Corporation state if the single stockholder is a trust or an estate? The Articles of Incorporation of a One Person Corporation (OPC) must comply with standard requirements but include additional specifics if the single stockholder is a trust or an estate (SEC. 118, Revised Corporation
