Procedure

How does dissolution take effect when the corporate term is shortened?

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How does dissolution take effect when the corporate term is shortened? A voluntary dissolution may be effected by amending the articles of incorporation specifically to shorten the corporate term (SEC. 136, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC for approval. Upon the expiration of […]

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What is the maximum deadline for withdrawing a request for voluntary dissolution (where no creditors are affected)?

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What is the maximum deadline for withdrawing a request for voluntary dissolution (where no creditors are affected)? A withdrawal of the request for dissolution must be made in writing, duly verified by an incorporator, director, trustee, shareholder, or member (SEC. 137, Revised Corporation Code of the Philippines). The withdrawal must be submitted no later than

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Describe the procedure and timing for conducting a delinquency sale.

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Describe the procedure and timing for conducting a delinquency sale. The board of directors initiates a delinquency sale by resolution, which must specifically state the amount due on each subscription, including all accrued interest (SEC. 67, Revised Corporation Code of the Philippines). The resolution must also fix the date, time, and place of the sale,

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What are the necessary conditions and deadline for a court action seeking to question a delinquency sale?

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What are the necessary conditions and deadline for a court action seeking to question a delinquency sale? No action to recover delinquent stock sold can be sustained on the ground of irregularity or defect in the notice or in the sale itself, unless the party first pays or tenders to the current holder the sum

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What is the procedure for a registered owner to obtain a new certificate of stock to replace one that is lost, stolen, or destroyed?

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What is the procedure for a registered owner to obtain a new certificate of stock to replace one that is lost, stolen, or destroyed? The registered owner or their legal representative must first file an affidavit in triplicate with the corporation, detailing, if possible, the circumstances of the loss, the number of shares, the serial

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What are the default timing and notice requirements for regular meetings of stockholders or members?

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What are the default timing and notice requirements for regular meetings of stockholders or members? Regular meetings of stockholders or members shall be held annually on a date fixed in the bylaws; if not fixed, they shall be held on any date after April 15 of every year as determined by the board of directors

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

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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

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How can a voidable contract with an interested director be ratified if quorum or voting conditions were absent?

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How can a voidable contract with an interested director be ratified if quorum or voting conditions were absent? If any of the first three validating conditions (quorum, voting, or fairness) are absent in a contract involving a director or trustee, the contract may still be ratified by the stockholders (SEC. 31, Revised Corporation Code of

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What action must the Securities and Exchange SEC take if an election is not held as scheduled due to unjustified reasons?

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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)

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What is the required procedure and vote for the removal of a director or trustee by stockholders or members?

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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

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