What is the required supermajority vote to amend the articles of incorporation of a close corporation when deleting certain provisions?
Any amendment to the articles of incorporation that seeks to delete or remove any provision required by Title XII (Close Corporations), or to reduce a quorum or voting requirement previously stated in the articles, requires a supermajority vote (SEC. 102, Revised Corporation Code of the Philippines). The required vote is the affirmative vote of at least two-thirds (2/3) of the outstanding capital stock, regardless of whether the shares have voting rights. A greater proportion may be required if specifically provided in the articles of incorporation for amending those specific provisions. This high threshold protects the essential structure and foundational agreements of the close corporation.
02 November 2025
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