What majority vote is required for the board of directors to transact corporate business, and what is the exception?
To transact corporate business, a quorum must first be established, which generally consists of a majority of the directors or trustees as stated in the articles of incorporation (SEC. 52, Revised Corporation Code of the Philippines). Every decision reached by at least a majority of the directors or trustees constituting a quorum shall be valid as a corporate act. However, there is a distinct exception for the election of officers, which requires the vote of a majority of all the members of the board, not just those constituting the quorum. This heightened requirement for officer election promotes broader consensus on key management appointments.
02 November 2025
About Nicolas and De Vega Law Offices
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/.
