What are the four remedial orders the SEC may issue when arbitrating a close corporation deadlock?
When arbitrating a deadlock, the SEC has broad authority to make appropriate orders to resolve the dispute (SEC. 103, Revised Corporation Code of the Philippines). The SEC may order the cancellation or alteration of any provision contained in the articles of incorporation, bylaws, or any stockholder’s agreement. It may also order the purchase at their fair value of shares of any stockholder, either by the corporation (regardless of unrestricted retained earnings) or by the other stockholders. Another option is appointing a provisional director to temporarily manage the entity. Furthermore, in severe cases, the SEC is empowered to order the dissolution of the corporation or grant any other relief warranted by the circumstances.
02 November 2025
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