Under what condition is a board meeting in a close corporation considered unnecessary or improperly held but still deemed valid?
Unless the bylaws provide otherwise, any action taken by the directors of a close corporation without a meeting called properly and with due notice shall nevertheless be deemed valid under four specific conditions (SEC. 100, Revised Corporation Code of the Philippines). One condition is if, before or after such action is taken, a written consent thereto is signed by all the directors. Another condition is if all the stockholders have actual or implied knowledge of the action and make no prompt objection in writing. If the directors are accustomed to taking informal action with the express or implied acquiescence of all stockholders, the act is also valid. Lastly, if all the directors have express or implied knowledge of the action and none makes a prompt objection in writing, the action is deemed valid.
02 November 2025
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