philippine law

What is the final step for a merger or consolidation to become legally effective?

Legal Answers /

What is the final step for a merger or consolidation to become legally effective? The articles of merger or consolidation, after being signed and certified by the constituent corporations, must be submitted to the SEC for its approval (SEC. 78, Revised Corporation Code of the Philippines). If the corporations involved are special corporations (such as […]

What is the final step for a merger or consolidation to become legally effective? Read More »

What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations?

Legal Answers /

What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations? Upon the effectiveness of the merger or consolidation, the surviving or consolidated corporation shall possess all the rights, privileges, immunities, and franchises of each constituent corporation (SEC. 79, Revised Corporation Code of the Philippines). All real and

What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations? Read More »

What is the rule concerning the waiver of notice for stockholder or member meetings?

Legal Answers /

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

What is the rule concerning the waiver of notice for stockholder or member meetings? Read More »

What is the default closing period for the stock and transfer book before regular and special meetings?

Legal Answers /

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

What is the default closing period for the stock and transfer book before regular and special meetings? Read More »

Where must stockholders’ or members’ meetings be held?

Legal Answers /

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

Where must stockholders’ or members’ meetings be held? Read More »

What condition allows the proceedings of an improperly held or called meeting to remain valid?

Legal Answers /

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 condition allows the proceedings of an improperly held or called meeting to remain valid? Read More »

What percentage of stock or membership constitutes a quorum for stockholders’ meetings?

Legal Answers /

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

What percentage of stock or membership constitutes a quorum for stockholders’ meetings? Read More »

What majority vote is required for the board of directors to transact corporate business, and what is the exception?

Legal Answers /

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).

What majority vote is required for the board of directors to transact corporate business, and what is the exception? Read More »

May directors or trustees attend and vote at board meetings via proxy or remote communication?

Legal Answers /

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

May directors or trustees attend and vote at board meetings via proxy or remote communication? Read More »

Who has the right to vote shares in a stock corporation when the shares are subject to a security interest?

Legal Answers /

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

Who has the right to vote shares in a stock corporation when the shares are subject to a security interest? Read More »

Contact us Now!

CONTACT FORM

    ABOUT THE FIRM

    A full-service law firm dedicated to delivering a broad range of quality legal services which large firms are able to deliver but with the personal touch which only small firms can provide. We are located at the bustling Ortigas Central Business District in Pasig City, Metro Manila, Philippines.

    CONTACT US

    OUR PRACTICE AREAS

    OFFICE HOURS

    • Monday 8:30AM - 5:30PM
    • Tuesday 8:30AM - 5:30PM
    • Wednesday 8:30AM - 5:30PM
    • Thursday 8:30AM - 5:30PM
    • Friday 8:30AM - 5:30PM
    • Saturday Closed - Closed
    • Sunday Closed - Closed