What are the requirements and vote for a corporation to increase or decrease its capital stock?
Any action to increase or decrease the capital stock or to incur, create, or increase any bonded indebtedness must be approved by a majority vote of the board of directors (SEC. 37, Revised Corporation Code of the Philippines). This board action must then be ratified by two-thirds (2/3) of the outstanding capital stock at a duly called stockholders’ meeting. Written notice detailing the time, place, and specific purpose of the meeting is mandatory and must be served personally or through electronic means recognized in the bylaws. This strict procedure ensures major changes to the financial structure are fully supported by both management and ownership.
02 November 2025
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Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
