What are the requirements and voting threshold for a private corporation to extend or shorten its corporate term? A private corporation may extend or shorten its term as stated in the articles of incorporation only when the action is approved by a majority vote of the board of directors or trustees (SEC. 36, Revised Corporation […]
What are the requirements and vote for a corporation to increase or decrease its capital stock? Any action to increase or decrease the capital stock or to incur, create, or increase any bonded indebtedness must be approved by a majority vote of the board of directors (SEC. 37, Revised Corporation Code of the Philippines). This
What action must the Securities and Exchange SEC take if an election is not held as scheduled due to unjustified reasons? If a scheduled election is not held, the non-holding and the reasons must be reported to the SEC within thirty (30) days, specifying a new election date that is no later than sixty (60)
What are the three categories of final judgment convictions that disqualify a person from holding corporate office? A person is disqualified from being a director, trustee, or officer of any corporation if, within five (5) years prior to election, they were convicted by final judgment for specific offenses (SEC. 26, Revised Corporation Code of the
What is the required procedure and vote for the removal of a director or trustee by stockholders or members? Any director or trustee may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or two-thirds (2/3) of the members entitled to vote
How is a vacancy in the board of directors filled, excluding removal or expiration of term? A vacancy occurring in the board of directors or trustees due to reasons other than removal or expiration of term may be filled by a vote of at least a majority of the remaining directors or trustees, provided they
What are the functions and how is an emergency board to fill a vacancy constituted? An emergency board may be temporarily formed when a vacancy prevents the remaining directors from constituting a quorum, and critically, emergency action is required to prevent grave, substantial, and irreparable loss or damage to the corporation (SEC. 28, Revised Corporation
What are the functions and how is an emergency board to fill a vacancy constituted? Read More »
What is the limit on the total yearly compensation for directors or trustees? In the absence of a provision in the bylaws fixing their compensation, directors or trustees shall not receive any compensation in their capacity as such, except for reasonable per diems (SEC. 29, Revised Corporation Code of the Philippines). However, stockholders representing a
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Under what conditions are directors, trustees, or officers liable jointly and severally for damages? Directors or trustees are held jointly and severally liable for all resulting damages if they willfully and knowingly vote for or assent to patently unlawful acts of the corporation (SEC. 30, Revised Corporation Code of the Philippines). Liability also arises if
What happens if a director or officer acquires an interest adverse to the corporation in a confidential matter? A director, trustee, or officer is strictly prohibited from attempting to acquire, or actually acquiring, any interest adverse to the corporation in respect of any matter that was reposed in them in confidence (SEC. 30, Revised Corporation
