What is the rule concerning the waiver of notice for stockholder or member meetings?
Notice of any meeting may be waived by any stockholder or member, either expressly or impliedly, such as by attending the meeting without immediately objecting (SEC. 49, Revised Corporation Code of the Philippines). However, the Code explicitly states that general waivers of notice in the articles of incorporation or the bylaws shall not be allowed. Attendance at a meeting constitutes a waiver of notice of that specific meeting, unless the person attends solely for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. This distinction protects the shareholder’s right to advance notice and preparation.
30 October 2025
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Nicolas and De Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com/.
