What fundamental right must always be retained by at least one class of shares?

What fundamental right must always be retained by at least one class of shares?

While certain shares, such as preferred or redeemable shares, may be deprived of voting rights, the Code mandates that there shall always be a class or series of shares with complete voting rights (SEC. 6, Revised Corporation Code of the Philippines). This ensures that ultimate control and suffrage remain present within the corporate structure, preventing the complete disenfranchisement of all stock owners on core decisions. The specific rights, privileges, or restrictions of all share classes must be clearly set forth in the articles of incorporation, along with their stated par value, if any. Each share within the same class is generally deemed equal in all respects, unless the articles dictate otherwise.

30 October 2025

 

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