What is the exception to the rule that all directors must sign a written consent to validate a board action taken without a meeting?
Section 100 provides several exceptions for close corporations where board action taken without a meeting is still deemed valid, primarily relying on unanimous consent or implied knowledge of the directors or stockholders (SEC. 100, Revised Corporation Code of the Philippines). However, for any action within corporate powers that was taken at a meeting held without proper call or notice, the action is specifically deemed ratified by a director who failed to attend. This ratification is contingent upon the director not promptly filing his written objection with the secretary of the corporation after having knowledge of the action. This passive ratification mechanism is a feature unique to the flexible governance of close corporations.
02 November 2025
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