What is the rule concerning the irrevocability of a pre-incorporation subscription?
A subscription of shares in a corporation still to be formed, known as a pre-incorporation subscription, shall be irrevocable for a period of at least six (6) months from the date of subscription (SEC. 60, Revised Corporation Code of the Philippines). This irrevocability applies unless all of the other subscribers consent to the revocation, or the corporation fails to incorporate within that six-month period (or a longer period stipulated in the contract). Importantly, no pre-incorporation subscription may be revoked once the articles of incorporation have been submitted to the SEC. This rule provides a stable basis for the corporation’s formation capital.
02 November 2025
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