What are the rules concerning the adoption and filing requirements for corporate bylaws?
For the adoption of bylaws, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock is necessary (SEC. 45, Revised Corporation Code of the Philippines). The bylaws must be signed by the voting stockholders or members and kept in the principal office, subject to inspection during office hours. A certified copy, signed by a majority of the directors and countersigned by the secretary, must be filed with the SEC and attached to the original articles of incorporation. Most importantly, the bylaws are only effective upon the issuance by the SEC of a certification confirming they are in accordance with the Code.
02 November 2025
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