What vote is required from the boards and the stockholders for the approval of a plan of merger or consolidation?
Upon the board of directors or trustees of each constituent corporation approving the plan of merger or consolidation by a majority vote, the plan must then be submitted for approval to the owners (SEC. 76, Revised Corporation Code of the Philippines). The plan requires the affirmative vote of stockholders representing at least two-thirds (2/3) of the outstanding capital stock of each corporation. If the corporations are nonstock entities, approval requires at least two-thirds (2/3) of the members of each corporation. Notice of the separate corporate meetings must be given to all stockholders or members in the same manner as regular or special meetings, and must include a copy or summary of the plan.
30 October 2025
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