Procedure

What procedure must be followed regarding an intra-corporate court case if an arbitration agreement is discovered?

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.

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How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings?

How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings? A One Person Corporation (OPC) is not required to submit and file corporate bylaws, which streamlines its organization (SEC. 119, Revised Corporation Code of the Philippines). When action is needed on any matter, it is deemed sufficient to

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How is the voting process conducted in nonstock corporations, unless provided otherwise?

How is the voting process conducted in nonstock corporations, unless provided otherwise? Unless specified otherwise in the articles of incorporation or bylaws, members of nonstock corporations may generally cast as many votes as there are trustees to be elected (SEC. 23, Revised Corporation Code of the Philippines). However, members may not cast more than one

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How may the SEC compel a stockholder or member to call a meeting if the authorized person unjustly refuses?

How may the SEC compel a stockholder or member to call a meeting if the authorized person unjustly refuses? Whenever there is no person authorized to call a meeting, or the authorized person unjustly refuses to call one for any cause, the SEC may intervene (SEC. 129, Revised Corporation Code of the Philippines). Upon a

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What documents must be published when a foreign corporation files a petition for withdrawal of its license to transact business?

What documents must be published when a foreign corporation files a petition for withdrawal of its license to transact business? Before the SEC issues a certificate of withdrawal for a foreign corporation’s license, all claims and taxes lawfully due in the Philippines must be paid or settled (SEC. 153, Revised Corporation Code of the Philippines).

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What is the procedure for voluntary dissolution when no creditors are affected?

What is the procedure for voluntary dissolution when no creditors are affected? Voluntary dissolution where no creditors are prejudiced requires approval by a majority vote of the board of directors or trustees (SEC. 134, Revised Corporation Code of the Philippines). This must be followed by a resolution adopted by the affirmative vote of the stockholders

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When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth?

When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth? If the dissolution may prejudice the rights of any creditor, a verified petition for dissolution must be filed with the SEC, signed by a majority of the board of directors or trustees (SEC. 135,

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