philippine law

What are the requirements for natural persons organizing a corporation regarding their number and qualifications?

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What are the requirements for natural persons organizing a corporation regarding their number and qualifications? A corporation may be organized by any person, partnership, association, or corporation, provided the total number of incorporators is not more than fifteen (15) (SEC. 10, Revised Corporation Code of the Philippines). If the incorporators are natural persons, they must […]

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What percentage of stock or membership is required to constitute a quorum for the election of directors or trustees?

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What percentage of stock or membership is required to constitute a quorum for the election of directors or trustees? For the election of directors or trustees, there must be present, either in person or through a written proxy, the owners of a majority of the outstanding capital stock (SEC. 23, Revised Corporation Code of the

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What is the term of existence for corporations formed prior to the effectivity of this Code?

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What is the term of existence for corporations formed prior to the effectivity of this Code? Corporations with certificates of incorporation issued prior to the Revised Corporation Code’s effectivity, and which continue to exist, are granted perpetual existence by default (SEC. 11, Revised Corporation Code of the Philippines). These existing corporations are given a choice,

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Describe the cumulative voting rights available to stockholders in stock corporations.

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Describe the cumulative voting rights available to stockholders in stock corporations. In stock corporations, stockholders entitled to vote possess the right to vote the number of shares standing in their own names in the stock books at the time of the election (SEC. 23, Revised Corporation Code of the Philippines). They have three options for

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Under what conditions may a corporation whose term has expired apply for revival?

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Under what conditions may a corporation whose term has expired apply for revival? A corporation whose specific term has expired may apply for the revival of its corporate existence, subject to fulfilling existing duties, debts, and liabilities prior to revival (SEC. 11, Revised Corporation Code of the Philippines). Upon the SEC’s approval, the corporation is

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Who are the mandatory officers required for a corporation, and what restrictions apply to holding multiple offices?

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Who are the mandatory officers required for a corporation, and what restrictions apply to holding multiple offices? Immediately after their election, the directors must formally organize and elect a president, who is required to be a director (SEC. 24, Revised Corporation Code of the Philippines). They must also elect a treasurer, who must be a

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What is the requirement regarding minimum capital stock for stock corporations?

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What is the requirement regarding minimum capital stock for stock corporations? Stock corporations are generally not required to have a minimum capital stock (SEC. 12, Revised Corporation Code of the Philippines). This provision liberalizes the capital requirements for most industries, making incorporation more accessible. However, this general rule has an explicit exception: a minimum capital

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What is the distinction between a corporator and an incorporator?

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What is the distinction between a corporator and an incorporator? Corporators are generally defined as all individuals who compose a corporation, whether they hold shares in a stock corporation or are merely members in a nonstock corporation (SEC. 5, Revised Corporation Code of the Philippines). Incorporators, however, are a specific subset of corporators. They are

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What fundamental right must always be retained by at least one class of shares?

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What fundamental right must always be retained by at least one class of shares? While certain shares, such as preferred or redeemable shares, may be deprived of voting rights, the Code mandates that there shall always be a class or series of shares with complete voting rights (SEC. 6, Revised Corporation Code of the Philippines).

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On which fundamental corporate matters must nonvoting shares be entitled to vote?

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On which fundamental corporate matters must nonvoting shares be entitled to vote? Holders of nonvoting shares are granted the statutory right to vote on several fundamental corporate matters crucial to their economic interests (SEC. 6, Revised Corporation Code of the Philippines). These include the amendment of the articles of incorporation and the adoption or amendment

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