Revised Corporation Code 11.16.19

REVISED CORPORATION CODE
REPUBLIC ACT NO. 11232
NOVEMBER 16, 2019
ATTY. EDWARD G. GIALOGO

Managing Partner
Gialogo Dela Fuente & Associates
1
Email: [email protected]
Mobile: 0917 871 8642
ATTY. EDWARD G. GIALOGO
 Law degree, San Beda University- Manila, regular and honor student (2006-2010).
 Senior Associate at the Tax Division of SyCip Gorres Velayo & Company or SGV
 Attorney VI, COMELEC, Office of Chairman Sixto S. Brillantes Jr
 Associate, Arcilla & Associates/ Brillantes Law Office
 Associate Director, SGV Tax Division
 Lecturer of business laws to accountancy students of San Beda University and National
University (2015-2016).
 Business Law Reviewer, Review School of Accountancy or ReSA (2017-2018)
 Tax Speaker , Phil. Institute of Certified Public Accountants.
 Contributor of Tax Articles, Rappler.com and The Daily Guardian (Daily Newspaper in
Region VI)
2
 Currently, Managing Partner of Gialogo Dela Fuente & Associates, a law firm
primarily engaged in the practice of tax, corporation and election laws.
SHARES
Old Corp. Code Revised Corp. Code
Cannot issue no-par value Cannot issue no-par value
shares: shares:
1. banks; 1. banks;
2. trust companies; 2. trust companies;
3. insurance companies; 3. insurance companies;
4. public utilities; and 4. public utilities;
5. building and loan associations 5. building and loan associations;
6. pre-need companies; and
7. other corporations authorized
to obtain or access funds from
the public, whether publicly
listed or not.
3
SHARES (CONT.)
Founders’ Share: exclusive right Founders’ Share: exclusive right
to vote and be voted for in the to vote and be voted for in the
election of directors. election of directors.
✓5 years from SEC approval. ✓5 years from date of

incorporation.
✓Should not violate Anti-
Dummy Law or Foreign
Investment Act.
Redeemable Shares Redeemable Shares
✓Terms and conditions must be ✓Terms and conditions must be

stated in the AOI and cert. of stock stated in the AOI and cert. of stock
✓Subject to rules issued by the 4
SEC
INCORPORATORS
✓Minimum of 5 natural ✓Any person, partnership, association, or
persons is necessary to create a corporation, singly or jointly with others, not
corporation; exceeding 15.
✓Majority must be residents of ✓Non-individuals can now be incorporators.

the Philippines
✓No minimum number is required, and
majority of them need not be Philippine
residents.
✓any single natural person is now allowed to

form a corporation by him/herself, known
under the new Code as a One Person
Corporation.
Incorporators are those stockholders or members mentioned in the articles of

incorporation as originally forming and composing the corporation and who are 5
signatories thereof.
INCORPORATORS
SEC MC 16-19: Guidelines on the number and Qualifications
of Incorporators under the RCC.
6
INCORPORATORS
of Incorporators under the RCC (cont.)
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INCORPORATORS
8
INCORPORATORS
9
INCORPORATORS
10
INCORPORATORS
11
INCORPORATORS
12
INCORPORATORS
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INCORPORATORS
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CORPORATE TERM

✓50 years ✓Perpetual corporate existence, unless
otherwise provided in the AOI.
✓may be extended for ✓Existing corporations upon effectivity of

periods not exceeding 50 RCC will automatically have perpetual
years in any single instance existence, unless they notify the SEC of
their desire to retain the 50-year term.
✓Retention (of 50-year term) must be

approved by majority of Outstanding
Capital Stock (OCS).
✓no extension can be made ✓A limited corporate term may be

earlier than 5 years prior to extended by amendment of AOI not earlier
the original or subsequent than 3 years prior to expiration of term. 15
expiry date(s)
CORPORATE TERM
SEC Opinion Nos. 19-28 (dated July 22, 2019) and 19-16
(dated April 15, 2019)
Corporate term of existing corporations (upon
effectivity of the RCC) is deemed extended and
amended to perpetual existence pursuant to
Sec. 11 of the RCC.
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REVIVAL OF CORPORATE EXISTENCE

✓A corporation with expired term may apply
for the revival of its corporate existence.
✓If approved, the SEC will issue a certificate

of revival giving it perpetual existence,
unless it requests for a limited term.
✓No counterpart
provision
✓ No revival is allowed for companies under
the supervision of other government
agencies, such as banks & insurance & trust
companies, unless the revival is first
approved by the appropriate
government agency.
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MINIMUM CAPITAL STOCK

✓No minimum Authorized Capital
Stock (ACS), subject to special ✓No minimum requirements are
laws. provided, subject to special law.
✓At least 25% of ACS must be ✓BUT, in case of increase of

subscribed, at least 25% of the total capitalization, 25% of the increase
subscription must be paid upon must be subscribed and 25% of the
subscription. subscribed must be paid up. (Sec.
37, RCC)
✓In no case shall the paid-up
capital be less than P5,000.00.
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MINIMUM CAPITAL STOCK
 RCC, SEC. 37. Power to Increase or Decrease
Capital Stock; Incur, Create or Increase Bonded
Indebtedness. –
“…Provided, That the Commission shall not accept for

filing any certificate of increase of capital stock unless
accompanied by a sworn statement of the treasurer
of the corporation lawfully holding office at the time of
the filing of the certificate, showing that at least
twenty-five percent (25%) of the increase in capital
stock has been subscribed and that at least
twenty-five percent (25%) of the amount subscribed
has been paid in actual cash to the corporation or
that property, the valuation of which is equal to
twenty-five percent (25%) of the subscription, has
been transferred to the corporation…” 19
ARTICLES OF INCORPORATION
✓Notarized ✓Notarized or authenticated
✓Attach treasurer’s affidavit ✓No need for treasurer’s affidavit
✓No provision on electronic ✓AOI or application for amendment may be filed in
document an electronic document.
✓ Name and signature of the treasurer.
✓Undertaking to change corporate name upon
receipt of notice from SEC that:
a. another corporation, partnership or person has
acquired a prior right to the use of such name,
b. that the name has been declared not
distinguishable from a name already registered or
reserved for the use of another corporation,
c. that it is contrary to law, public morals, good customs
or public policy.
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✓Provision for arbitration may be provided in the
AOI.
CORPORATE NAME

✓ Not allowed if the proposed name is: Not allowed if proposed name is:
1. identical or deceptively or 1. not distinguishable from that

confusingly similar to that of any already reserved or
existing corporation or to any other
name already protected by law or
2. registered for the use of another
2. patently deceptive, confusing or corporation, or
contrary to existing laws.
3. if such name is already protected
✓When a change in the corporate name by law, or
is approved, the Commission shall issue
an amended certificate of incorporation 4. when its use is contrary to
under the amended name
existing law, rules and
regulations.
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CORPORATE NAME (CONT.)

A name is not distinguishable even if it contains one
or more of the following:
a. The word “corporation”, “company”, “incorporated”,

“limited”, “limited liability”, or an abbreviation of one
of such words; and
b. Punctuations, articles, conjunctions, contractions,

prepositions, abbreviations, different tenses, spacing,
or number of the same word or phrase.
The SEC, upon determination that the corporate name

is: (1) not distinguishable; (2) already protected by law;
or (3) contrary to law, may summarily order the
corporation to immediately cease and desist from
using such name and require the corporation to register
a new one. 22

✓ The SEC shall also cause the removal of
all visible signages, marks, advertisements,
labels, prints and other effects bearing such
corporate name.
✓If the corporation fails to comply with the

SEC’s order, the SEC may hold the
corporation and its responsible directors or
officers in contempt and/or hold them
administratively, civilly and/or criminally
liable and/or revoke the registration of the
corporation.
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 SEC MC 13-19: Amended Guidelines and Procedure
on the Use of Corporate and Partnership Name:
 OPCs to add the word “OPC” either below or at the end of its
corporate name;
 stockholder of an OPC may use his/her name for the name of the
company, provided that this will be accompanied with descriptive
words aside from the suffix OPC;
 The single stockholder may also use the name of another person
provided consent was given by the said person or if deceased, his
estate. Provided that the name shall be accompanied by the
descriptive words other than the suffix OPC;
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 SEC MC 13-19: Amended Guidelines and Procedure on
the Use of Corporate and Partnership Name: (Cont.)
 The name of a corporation or partnership that has been dissolved or whose

registration has been revoked shall not be used by another corporation or
partnership within five years from the approval of dissolution or five years
from the date of revocation,
 unless its use has been allowed at the time of the dissolution or
revocation by the stockholders, members or partners who represent a
majority of the outstanding capital stock or membership of the
dissolved corporation or partnership;
 Removed the old rule that allowed only expired corporations to apply for
re-registration using the same corporate name; 25
 SEC MC 13-19: Amended Guidelines and Procedure on the Use
of Corporate and Partnership Name: (Cont.)
 A corporate or partnership name that has previously been used

shall not be re-registered or used by another corporation or
partnership for a period of three years from the date of the
approval of the adoption of the new name;
 Companies, however, may shorten this time frame by securing the

consent of the company that previously held the corporate or
partnership name.
 The consent should come in the form of a director’s or trustee’s certificate

approved by majority of the directors or trustees of previous company;
 For a partnership, majority of the partners must approve a resolution 26

allowing the use of the name.
INCORPORATION AND CORPORATE EXISTENCE

✓Did not provide for a ✓Incorporation procedure:
specific procedure in
incorporating a 1. Incorporators shall submit their intended
company. corporate name to the SEC for
verification;
✓It merely stated
when corporate 2. If approved, submit AOI and by-laws
existence commences. (may submit later) to the SEC.
3. Once the SEC finds that the documents

submitted are fully compliant, it shall
issue the certificate of incorporation.
4. Corporate existence begins upon issuance

of certificate of incorporation. 27
EFFECTS OF NON-USE OF CORPORATE CHARTER

✓ A new corporation must formally ✓A new corporation has 5 years
organize and commence business from date of incorporation to
within 2 years from incorporation, commence business operations.
otherwise, it shall be deemed
dissolved. ✓If it fails to do so within the said
period, its certificate of
incorporation will be deemed
revoked at the end of the 5-year
period.
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EFFECTS OF NON-USE OF CORPORATE CHARTER

Continuously Inoperative for Continuously Inoperative for
5 years 5 years
✓SEC may revoke certificate of ✓the corporation may be placed

incorporation if the corp. becomes by the SEC under delinquent
inoperative continuously for 5 status, after notice and hearing,
years. for a period of 2 years, to allow it
to resume operations.
✓This will be lifted once the

corporation resumes business, but
if it does not resume operations,
then the SEC may revoke its
certificate of incorporation.
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BOARD OF DIRECTORS AND TRUSTEES

✓directors hold office for a term of 1 ✓directors hold office for a period of
year. 1 year.
✓Trustees hold office in a way that ✓trustees may be elected for a term
1/3 of the first board will hold office not exceeding 3 years.
for 1 year, 1/3 for 2 years and 1/3 for
3 years. The subsequent ones will
hold office for 3 years.
✓majority of whom should be ✓Majority of the Board is no

Philippine residents. longer required to be Philippine
residents.
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INDEPENDENT DIRECTORS
✓Not required. ✓Corporations vested with public interest should
have a board with independent directors
constituting at least 20% of the board, to be
elected by their shareholders.
✓Only required for specific ✓Corporations vested with public interest are
corporations: corporations:
▪engaged in registered securities activities,
▪ falling under the ▪publicly listed companies,
Securities Regulation ▪public companies which are those with assets of at
Code; least P50,000,000 and with 200 or more holders of
shares, each with at least 100 shares,
▪ banks; and ▪banks and quasi-banks,
▪ institutions under the ▪non-stock savings and loan associations,
supervision of the BSP ▪pawnshops,
▪money service companies,
▪pre-need,
▪trust and
▪insurance companies, 31
▪other financial intermediaries, and other corporations
vested with similar public interests.
INDEPENDENT DIRECTORS (CONT.)

✓Independent Directors are persons who:
▪apart from shares and fees from the

corporation,
▪are independent of management and
▪free from any business or other relationship
▪which could materially interfere with

independent judgment in carrying out their
responsibilities as director
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ELECTION OF DIRECTORS AND TRUSTEES

✓Provides for manner of ✓Directors/Trustees are first nominated
electing directors or trustees, by the stockholders/ members,
✓But without any mention of ✓and the nominees receiving the highest
nominations. number of votes will be elected.
✓Remote communication or voting in

absentia may be done, if allowed in the
by-laws or authorized by majority of the
board.
✓In corporations vested with public

interest, voting in absentia or by
remote communication can be done
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even w/out provision in by-laws.
FAILURE TO HOLD ELECTION

✓even if no elections are held, the
meeting will be adjourned and the same
will be reported to the SEC within 30
days from the date of the elections.
✓The report should include a new specific

✓No counterpart provision. date when the elections will be held which
should not be more than 60 days from the
first date.
✓In case no date was selected, the SEC

may schedule it for the corporation, and
issue other orders in relation thereto.
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CORPORATE OFFICERS

✓THE DIRECTORS WERE ONLY ✓SAME OFFICERS ARE
REQUIRED TO ELECT REQUIRED, BUT:
▪a president, who must be a director, ✓the treasurer is now required to

be a resident of the Philippines.
▪a treasurer who need not be a
director, and ✓a compliance officer must also
be elected for corporations vested
▪a corporate secretary who must be a with public interest.
resident citizen of the Philippines.
✓No other officers are required to be

elected, unless there are others
listed in the by-laws.
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DEATH & RESIGNATION OF DIRECTOR, TRUSTEE & OFFICER

✓Required that any death, ✓The vacancy should be reported
resignation or any other to the SEC within 7 days from the
circumstance causing a director, time the secretary learns of such
trustee, or officer to cease holding death, resignation, or other causes
office must be reported to the SEC, of vacancy.
but no period was provided.
36
DISQUALIFICATIONS OF DIRECTORS, TRUSTEES, &OFFICERS

No person shall qualify as a A person shall be disqualified from
director, trustee or officer of any being a director, trustee or
corporation, if he/she was convicted officer of any corporation if,
by final judgment of: within 5 years prior to the
election or appointment as
such, the person was:
▪an offense punishable by ▪Convicted by final judgment:

imprisonment for a period exceeding a. Of an offense punishable by
6 years, or imprisonment for a period exceeding
6 years;
▪a violation of this Code committed
b. For violating this Code; and
within 5 years prior to the date of
his election or appointment. c. For violating Republic Act No. 8799,
otherwise known as “The Securities37
Regulation Code”;

d. Found administratively liable for any
offense involving fraudulent acts; and
e. By a foreign court or equivalent foreign

regulatory authority for acts, violations
or misconduct similar to those
enumerated in paragraphs (a) and (b)
above.
✓WITHOUT PREJUDICE TO QUALIFICATIONS OR
OTHER DISQUALIFICATIONS IMPOSED BY THE:
▪the Commission,
▪the primary regulatory agency, or
▪the Philippine Competition Commission
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d. Found administratively liable for any
offense involving fraudulent acts; and
e. By a foreign court or equivalent foreign

regulatory authority for acts, violations
or misconduct similar to those
enumerated in paragraphs (a) and (b)
above.
✓WITHOUT PREJUDICE TO QUALIFICATIONS OR
OTHER DISQUALIFICATIONS IMPOSED BY THE:
▪the Commission,
▪the primary regulatory agency, or
▪the Philippine Competition Commission
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REMOVAL OF DIRECTORS & TRUSTEES
✓Only the stockholders or ✓The SEC is also empowered motu
members of a corporation may proprio, upon verified complaint, after
remove any member of the board. due notice and hearing, to order the
removal of a disqualified
director/trustee.
✓The said removal is without

prejudice to any other sanction the
SEC may impose on the board
member who, despite knowledge of
disqualification failed to remove the
director/trustee involved.
40
VACANCIES IN THE BOARD

✓Vacancies caused by removal or ✓If vacancy is due to TERM EXPIRATION,
expiration of term were required the election shall be held no later than the
to be filled by the vote of majority of day of such expiration at a meeting
the stockholders or members, but called for that purpose.
no procedure for such election was
included. ✓If vacancy arises as a result of REMOVAL
by the stockholders or members, the election
✓Likewise, for vacancies caused by may be held on the same day of the meeting
other reasons, no specific time is authorizing the removal
provided within which vacancies
have to be filled. ✓In all other cases, the election must be held
no later than 45 days from the time the
vacancy arose.
✓A director or trustee elected to fill a vacancy

shall be referred to as replacement director or
trustee and shall serve only for the unexpired41
term of the predecessor in office.
VACANCIES WHEN EMERGENCY ACTION IS REQUIRED

✓No counterpart ✓any vacancy may be temporarily filled from among
provision. the officers of the corporation by unanimous vote
of the remaining directors/trustees if it:
▪prevents the board from constituting a quorum to do

business, and
▪there is a need to act in order to prevent grave, substantial,

and irreparable loss or damage to the corporation,
✓The one designated will only be allowed to act on the

emergency action necessary at such time since his/her
term shall cease within a reasonable time from the
termination of the emergency or upon election of a
replacement.
✓Within 3 days from the creation of the emergency board, 42

the corporation is required to notify the SEC of such matter.
COMPENSATION OF DIRECTORS & TRUSTEES

✓ in the absence of ✓ in the absence of provision in the
provision in the by-laws, by-laws, the directors or trustees as such
the directors or trustees as shall not receive compensation, except for
such shall not receive reasonable per diems, unless stockholders
compensation except for representing majority of OCS or members
reasonable per diems, approve the giving of compensation.
unless stockholders
representing majority of OCS ✓If granted, compensation should not
or members approve the exceed 10% of the net income before
giving of compensation. income tax during the preceding year.
✓If granted, compensation ✓Corporations vested with public

should not exceed 10% of the interest shall submit to the
net income before income tax shareholders/members and the SEC,
during the preceding year. an annual report of the total
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compensation of each of their
directors/trustees.
DEALINGS OF DIRECTORS, TRUSTEES, &
OFFICERS WITH THE CORPORATION
✓Only contracts of ✓Aside from directors, trustees, and officers,
directors, trustees, contracts with their spouses and relatives
and officers with the within the 4th civil degree of consanguinity
corporation are or affinity are also voidable.
voidable, unless
certain conditions are ✓In addition to the conditions laid down in the
present old Corp. Code (quorum, vote, fair and
reasonableness) to make such contracts valid, an
additional condition is required:
➢ In case of corporations vested with public

interest, material contracts are approved
by at least 2/3 of the entire membership of
the board, with at least a majority of the
independent directors voting to approve the 44
material contract.
SPECIAL COMMITTEES

✓ The board may create an ✓Aside from executive committee,
EXECUTIVE COMMITTEE, if the RCC allows creation of special
they are allowed by the by-laws, to committees which are temporary
be composed of at least 3 directors, or permanent in nature, and
to act on specific matters delegated
by the board. ✓the board may determine the
committee members' term,
compensation, powers, and
responsibilities.
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ADOPTION OF BY-LAWS

✓within 1 month from receipt of the ✓1 month period to adopt the by-
certificate of incorporation from the laws after incorporation has been
SEC, the corporation is mandated to deleted.
adopt its by- laws for its
government. ✓The Corporation now has more
time to adopt its by laws, so long as
it files its by-laws with the SEC
once adopted.
✓But, by-laws may be adopted prior ✓It may also still choose to adopt
to incorporation, which must then the by-laws prior to incorporation,
be signed by all incorporators, to following the same rules as
be filed with and approved by the provided in the old CC.
SEC along with the articles of
incorporation.
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CONTENTS OF BY-LAWS

Additional contents of by-laws:
✓state the modes by which a stockholder,

member, trustee or director may attend
meetings and cast their votes; and,
✓ No counterpart
✓it should also state the maximum number of
provisions
other board representations that an
independent director or trustee may have,
which should not be more than that prescribed by
the SEC.
✓the By-laws may now also provide for an

arbitration agreement.
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MEETINGS OF STOCKHOLDERS/MEMBERS

✓ Written notice of regular ✓notice of annual meeting should be
stockholders'/members' sent to the stockholders/members at
meetings should be sent to them least 21 days prior to the meeting,
at least 2 weeks prior to the unless a different period is provided in
meeting, unless the by-laws state the by-laws, law or regulation.
a different period.
✓If the by-laws do not provide for ✓If the annual meeting is not
a specific date then the annual specifically fixed in the by-laws, it
meeting should be held on any shall be held on any date after April
date in April of every year. 15.
✓Allows for the notice to be sent

via electronic mail or in any other
manner as may be allowed by the
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SEC.
MEETINGS OF STOCKHOLDERS/MEMBERS (CONT.)

✓No counterpart THE BOARD OF DIRECTORS OR TRUSTEES SHALL
provision. ENDEAVOR TO PRESENT TO STOCKHOLDERS OR
MEMBERS THE FOLLOWING:
a. The minutes of the most recent regular

meeting which shall include, among others:
▪A description of the voting and vote tabulation procedures used in the

previous meeting;
▪A description of the opportunity given to stockholders or members to
ask questions and a record of the questions asked and answers given;
▪The matters discussed and resolutions reached;
▪A record of the voting results for each agenda item;
▪A list of the directors or trustees, officers and stockholders or
members who attended the meeting; and
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▪Such other items that the Commission may require in the interest of
good corporate governance and the protection of minority stockholders;

✓No counterpart The board of directors or trustees shall endeavor to
provision. present to stockholders or members the following:
(cont.)
b. A members’ list for non-stock corporations and, for stock

corporations, material information on the current
stockholders, and their voting rights;
c. A detailed, descriptive, balanced and comprehensible

assessment of the corporation’s performance, which shall
include information on any material change in the
corporation’s business, strategy, and other affairs;
d. A financial report for the preceding year, which shall

include financial statements duly signed and certified in
accordance with this Code and the rules the Commission may
prescribe, a statement on the adequacy of the corporation’s
internal controls or risk management systems, and a 50
statement of all external audit and non-audit fees;

✓No counterpart The board of directors or trustees shall endeavor to
provision. present to stockholders or members the following:
(cont.)
e. An explanation of the dividend policy and the fact of

payment of dividends or the reasons for nonpayment
thereof;
f. Director or trustee profiles which shall include, among

others, their qualifications and relevant experience,
length of service in the corporation, trainings and
continuing education attended, and their board
representations in other corporations;
g. A director or trustee attendance report, indicating

the attendance of each director or trustee at each of the
meetings of the board and its committees and in regular 51
or special stockholder meetings;

✓No counterpart The board of directors or trustees shall endeavor to present to
provision. stockholders or members the following: (cont.)
h. Appraisals and performance reports for the
board and the criteria and procedure for
assessment;
i. A director or trustee compensation report
prepared in accordance with this Code and the
rules the Commission may prescribe;
j. Director disclosures on self-dealings and
related party transactions; and/or
k. The profiles of directors nominated or seeking
election or reelection.
A director, trustee, stockholder, or member may propose52

any other matter for inclusion in the agenda at any
regular meeting of stockholders or members.
SPECIAL MEETINGS OF STOCKHOLDERS/MEMBERS

✓ Special meetings of stockholders ✓Special meetings of stockholders or
or members shall be held at any members shall be held at any time
time deemed necessary or as deemed necessary or as provided in
provided in the by-laws: the bylaws:
✓Provided, however, That at least ✓Provided, however, That at least 1

1 week written notice shall be sent week written notice shall be sent
to all stockholders or members, to all stockholders or members,
unless otherwise provided in the unless a different period is
by-laws. provided in the bylaws, law or
regulation.
✓that any stockholder/member may

propose the holding of a special
meeting and indicate the items to be
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included in the agenda.
SPECIAL MEETINGS OF STOCKHOLDERS/MEMBERS

✓ the stock and transfer book should be closed at
least 7 days prior to the date of the special
meeting.
✓Even if notice of special meetings may still be

waived, general waivers in the articles of
incorporation or the by-laws are not allowed,
✓Attendance in the meeting will be considered as

waiver of notice, unless the person who attended
was present for the purpose of objecting to
any business transaction for the reason that
the meeting was not lawfully called or convened.
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PLACE OF MEETINGS OF STOCKHOLDERS/MEMBERS

✓ Meetings should be held in the ✓ Meetings should be held in the
principal office of the corporation, principal office of the corporation,
and if not practicable, in the city or and if not practicable, in the city
municipality where the principal or municipality where the
office is located. principal office is located.
✓Any city or municipality in Metro ✓Cities and municipalities in

Manila is considered as a city or Metro Cebu, Davao, and other
municipality. Metropolitan areas are also
considered as cities and/or
municipalities for purposes of
stockholders'/members' meetings.
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NOTICE OF MEETINGS OF STOCKHOLDERS/MEMBERS

✓notice of any meeting will be sent in
accordance with what is provided in the
by-laws, which notice shall state the time
place, and purpose of the meetings.
✓accompanied by
▪the agenda,
▪a proxy form to be submitted to the
secretary within a reasonable time prior
to the meeting,
▪the requirements for attendance,
participation and voting in absentia or by
remote communication, when such is
allowed, and
▪the requirements and procedures for
nomination and election if the meeting is56
for such purpose.
NOTICE OF MEETINGS OF STOCKHOLDERS/MEMBERS

✓any business transacted during ✓ any business transacted during the
the meeting, so long as within the meeting, so long as within the authority
or authority of the corporation, of the corporation, shall be valid even
shall be valid even the meeting was
the meeting was improperly called or
improperly called or held, so long as
the stockholders/members were all held, so long as the
present or duly represented. stockholders/members were all present
or duly represented.
✓as an additional condition for the

validity of the meeting, none of the
stockholders/members expressly
state at the beginning of the
meeting that the purpose of their
attendance is to object to the
transaction of business because the
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meeting was not lawfully called or
convened.
MEETINGS OF DIRECTORS/TRUSTEES

✓ Quorum in meetings was ✓Specifically provides that a majority of
only defined for the members of the board as stated in the
stockholders'/members' articles of incorporation shall constitute a
meetings, quorum to transact corporate business,
unless a greater number is provided in
✓no mention regarding the AOI or by-laws.
quorum for board meetings.
✓Every decision reached by majority of the
board constituting a quorum, except for
elections of the officers requiring vote
of majority of all members of the
board, shall be valid as a corporate act.
✓The chairman shall preside during the

meeting, and the president will only
58
preside if the chairman is absent.
NOTICE, ATTENDANCE & VOTING BY THE BOARD

✓Notice of meetings, whether ✓Notice should be sent at least 2 days
special or regular, should be before the meeting.
sent at least 1 day prior to the
scheduled meeting, unless a ✓Provides for attendance and voting at
longer time is required in the board meetings through remote
by-laws. communication, such as by
videoconferencing, teleconferencing, or
other alternative modes of
communication, when the
directors/trustees cannot physically
attend.
✓Also, in case a director/trustee has

potential interest in any related party
transaction, he/she must recuse from
59
voting on the approval of the transaction.
CONSIDERATION FOR SHARES OF STOCK

✓shares of stock cannot be ✓shares of stock cannot be issued for
issued for any consideration less any consideration less than its par or
than its par or issued price. issued price.
✓Acceptable considerations: ✓Acceptable considerations:
▪cash, ▪cash,
▪properties, ▪properties,
▪labor performed or rendered for the ▪labor performed or rendered for the corporation,
corporation, ▪previously incurred indebtedness
▪previously incurred indebtedness ▪amounts transferred from unrestricted retained
▪amounts transferred from unrestricted earnings to capital, and
retained earnings to capital, and ▪outstanding shares exchanged for stocks in case
▪outstanding shares exchanged for stocks of reclassification or conversion.
in case of reclassification or conversion. ▪shares of stock in another
corporation, and
▪other generally accepted forms of 60
consideration.
CORPORATE BOOKS TO BE KEPT

✓Corporations were required to ✓Provides a more comprehensive list
keep a record of all their business of information required to be kept by
transactions and minutes of all corporations:
meetings of the stockholders/
members and of the directors/ 1. articles of incorporation and by-
trustees. laws
2. its current ownership structure

and voting right, list of
stockholders/members, group
structures, intra-group relations,
ownership data and beneficial
ownership,
61
CORPORATE BOOKS TO BE KEPT

3. the names addresses of all members of
its board, a record of all board
resolutions, and resolutions of
stockholders/members and executive
officers,
4. record of all business transactions,
5. copies of latest reportorial requirements

submitted to the SEC; and
6. minutes of all meetings, which must

provide details like the time and date of
each meeting, the agenda, whether it
was special or regular, the attendance,
62
and every act done or carried out during
each meeting.
RIGHT TO INSPECT CORPORATE RECORDS

✓Does not allow a requesting party who is not a
stockholder/member, or is a competitor, director,
officer, controlling stockholder or otherwise
represents the interests of a competitor, to inspect
or demand reproduction of corporate records.
✓Any stockholder who abuses the right to inspect

corporate records shall be penalized under Section
✓ No counterpart
158 of the said Code which governs administrative
provision
sanctions for violations of the corporation code.
✓Any officer or agent who refuses to allow

inspection or reproduction of records because the
requesting party is a competitor, director, officer
controlling stockholder or otherwise represents
the interests of a competitor, cannot be held liable63
for such refusal.
REFUSAL TO ALLOW INSPECTION

✓Penalized unjustified refusal to ✓If the corporation denies or does
allow inspection, but no procedure not act on a demand for inspection
was provided to enable an and/or reproduction of corporate
aggrieved party to seek remedy. records, the aggrieved party may
report the denial or inaction to the
SEC.
✓Within 5 days from receipt of such

report, the SEC shall conduct
summary investigation and issue an
order directing the inspection or
reproduction of the requested
records.
64
FINANCIAL STATEMENTS

✓ Within 10 days from receipt of a ✓A corporation shall furnish a
written request of any stockholder stockholder or member,
or member,
✓within ten (10) days from receipt of
▪the corporation shall furnish to their written request,
him its most recent financial
statement, ✓its most recent financial
statement, in the form and
▪which shall include a balance substance of the financial
sheet as of the end of the last reporting required by the
taxable year and a profit or loss Commission.
statement for said taxable year,
▪showing in reasonable detail its

assets and liabilities and the result
65
of its operations.
FINANCIAL STATEMENTS

✓At the regular meeting of stockholders At the regular meeting of stockholders or
or members, the board of directors or members, the board of directors or trustees
trustees shall shall
▪ present to such stockholders or members a ▪ present to such stockholders or members a

financial report of the operations of the financial report of the operations of the
corporation for the preceding year, corporation for the preceding year,
▪ which shall include financial statements, ▪ which shall include financial

duly signed and certified by an statements, duly signed and certified in
independent certified public accountant. accordance with this Code, and the rules the
Commission may prescribe.
▪ However, if the paid-up capital of the
corporation is less than P50,000.00, the ▪ However, if the total assets or total
financial statements may be certified liabilities of the corporation are less than
under oath by the treasurer or any P600,000.00, or such other amount as may
responsible officer of the corporation. be determined appropriate by the
Department of Finance, the financial
statements may be certified under oath by
66
the treasurer and the president.
ARTICLES MERGERS & CONSOLIDATIONS

Required statements: Required statements:
1. The plan of the merger or the a. The plan of the merger or the
plan of consolidation; plan of consolidation;
2. As to stock corporations, the b. As to stock corporations, the

number of shares outstanding, number of shares outstanding, or
or in the case of non-stock in the case of non-stock
corporations, the number of corporations, the number of
members; and members;
3. As to each corporation, the c. As to each corporation, the

number of shares or members number of shares or members
voting for and against such voting for or against such plan,
plan, respectively. respectively;
67
ARTICLES MERGERS & CONSOLIDATIONS

Required statements: Required statements:
d. The carrying amounts and fair
values of the assets and liabilities
of the respective companies as of
the agreed cut-off date;
e. The method to be used in the
merger or consolidation of
accounts of the companies;
f. The provisional or pro-forma
values, as merged or
consolidated, using the
accounting method; and
g. Such other information as may be
prescribed by the Commission. 68
NON-STOCK CORPORATIONS
Changes:
 Similar to stock corporations, by-laws of non-stock corporations may

now provide for voting through remote communication and/or in
absentia.
 The requirement on election of trustees being elected such that 1/3

would have a term of 1 year, and subsequent elections would be held
annually, has been deleted.
 Trustees just need to hold office for a term of 3 years until their
successors are elected and qualified.
 Non-stock corporations are also required to keep a list of members

and their proxies in such form as required by the SEC, which shall be
updated to reflect members and proxies 20 days prior to any
scheduled elections.
69
EDUCATIONAL CORPORATIONS

✓educational corporations were ✓Favorable recommendation from
required to obtain the favorable DECS/ Dep Ed, no longer needed.
recommendation of the Department
of Education, Culture and Sports
prior to incorporation.
70
FOREIGN CORPORATIONS

✓ required to obtain a license to do ✓required to obtain a license to do
business in the Philippines from the business in the Philippines from the
SEC prior to transacting business in the SEC prior to transacting business in the
country country.
✓a certificate under oath by the ✓a certificate under oath by the

authorized official/s of the jurisdiction of authorized official/s of the jurisdiction of
the foreign corporation be attached to the foreign corporation be attached to
the application for license. the application for license.
✓The certification should state that the ✓The certification should state that the
laws of the country or state of the laws of the country or state of the
applicant allow Filipino citizens & applicant allow Filipino citizens &
corporations to do business therein, and corporations to do business therein, and
that the applicant is an existing that the applicant is an existing
corporation in good standing. corporation in good standing.
71
SECURITY DEPOSIT FOR FOREIGN CORPORATIONS

✓ Once the SEC issues a license, it ✓ Once the SEC issues a license, it is
is required to put up a security required to put up a security deposit
deposit consisting of consisting of bonds/evidence of
bonds/evidence of indebtedness. indebtedness.
✓The market value of such is at ✓The market value of such is at

least P100,000 least P500,000.
✓Within 6 months after each fiscal ✓Within 6 months after each fiscal
year, additional securities still need year, additional securities still need
to be deposited equivalent to 2% of to be deposited equivalent to 2% of
the amount by which the licensee's the amount by which the licensee's
gross income for that fiscal year gross income for that fiscal year
exceeds P5,000,000. exceeds P10,000,000.
72
RESIDENT AGENTS

✓ Foreign Corporations need to ✓ Foreign Corporations need to
appoint a resident agent to receive appoint a resident agent to receive
summons and legal processes on summons and legal processes on
behalf of the corporation. behalf of the corporation.
✓A resident agent is either a ✓They may still be either resident

resident individual or a domestic individuals or domestic corporations.
corporation.
✓Specifically requires that domestic
corporations appointed as resident
agents must also be of sound
financial standing and must
show proof that it is in good
standing as certified by the SEC.
73
ONE PERSON CORPORATIONS
 "One Person Corporation" (OPC) may be created with only
one single stockholder, who must be a natural person,
estate or trust.
 Such person will be the sole director and president of the

OPC.
 Since they are vested with public interest, banks and

quasi-banks, pre-need, trust, insurance, public and
publicly-listed companies, and non-chartered GOCCS
cannot incorporate as an OPC.
 A natural person licensed to exercise a profession cannot

create an OPC for purposes of exercising such profession. 74
ONE PERSON CORPORATIONS (CONT.)
 The single stockholder is still a separate person from
the OPC, and the doctrine of piercing the corporate
veil still applies,
 but if the single stockholder cannot prove that the

OPC is independent of his/her personal property, then
he/she shall be jointly and severally liable for debts
and other liabilities of the OPC.
 The single shareholder claiming limited liability has

the burden to prove that the OPC was adequately
financed. 75
ARTICLES &BY-LAWS OF OPCS
 OPC articles shall be in accordance with the
requirements laid down for regular corporations, but
shall substantially contain the
 name nationality, and residence of the trustee,

administrator, executor, guardian, conservator, custodian or
other person exercising fiduciary duties for trusts or
estates,
 and the name, nationality and residence of the nominee and

alternate nominee and the extent, coverage and limitation of
their authority.
 OPCs do not need to file any by-laws. 76

OFFICERS & APPOINTEES OF OPCS
 Within 15 days from incorporation, the OPC shall appoint
 a treasurer,
 a corporate secretary and
 other officers it deems necessary and notify the SEC within 15
days from appointment.
 The single stockholder cannot be appointed as

secretary.
 If he/she is appointed as treasurer, he/she shall give a bond

to the SEC to be renewed every 2 years, and undertake in
writing to faithfully administer the funds of the OPC, and
disburse and invest the same according to its articles. 77
OFFICERS & APPOINTEES OF OPCS(CONT.)
 The secretary shall be responsible for
 maintaining the minute book and records of the OPC,
 notify the nominee/s and the SEC of death/incapacity of the
single stockholder, and
 call the nominee/s and legal heirs of the stockholder to elect
a new director, to amend the articles, and for other matters
 The single stockholder shall also appoint a nominee

and alternate nominee tasked to take his/her place as
director in case of death or incapacity, and manage the
corporation.
78
NOMINEE & ALTERNATE NOMINEE
 The names of the designated nominee and alternate
nominee shall be stated in the articles, along with their
address, contact details, and the extent and limitations of
their authority in managing the OPC.
 They should consent to the designation in writing which

will be attached to the application for incorporation of the
OPC.
 If they wish, they may withdraw their consent any time

before the death or incapacity of the single stockholder.
 The single stockholder may change the named nominees by

notifying the SEC, without need to amend the articles. 79
NOMINEE & ALTERNATE NOMINEE (CONT.)
 In case of temporary incapacity of the single stockholder,
the nominee shall sit as director and manage the affairs of
the OPC until the stockholder regains capacity.
 In case of death or permanent incapacity of the

stockholder, the nominee shall sit as director and
stockholder until the legal heirs of the stockholder are
determined and designated one of them or the estate as the
single stockholder of the OPC.
 The alternate, on the other hand, shall be nominee's

alternate, meaning he/she shall be the director in case of
death, incapacity or refusal of the nominee to discharge
his/her functions.
80
RECORDS OF MEETINGS &REPORTORIAL REQUIREMENTS
 An OPC shall maintain a minute book containing all actions,
decisions and resolutions of the OPC.
 If action is needed on any matter, a written resolution, signed and

dated by the single stockholder and recorded in the minute book is
sufficient for validity of the corporate act.
 The date of recording in the minute book is deemed the date of the
meeting.
 Like a regular corporation, an OPC shall file with the SEC
 its financial statements, certified by an independent CPA if assets/liabilities

are P600,000 or more,
 report of explanations/comments of the president on qualifications,

reservations or adverse remarks of the auditor,
 disclosure of all self-dealings and related party transactions, and other

reports required by the SEC. 81
CONVERSION OF OPC
 OPCS may be converted into an ordinary stock
corporation, while ordinary stock corporations may
be converted into OPCS.
 When a single stockholder acquires all stocks of an

ordinary corporation, he/she may apply for conversion
into an OPC by submitting the necessary documents to
the SEC.
 Once approved, the SEC will issue a certificate

reflecting the conversion, at which point the OPC will
assume the outstanding liabilities of the ordinary
corporation.
82
CONVERSION OF OPC (CONT.)
 On the other hand, an OPC may be converted into

an ordinary corporation by submitting to the SEC a
notice of such conversion and the circumstances
leading to it, subject to submission of all other
requirements.
 Also, when the single stockholder dies, his/her legal

heirs may choose to dissolve the OPC or convert it into
an ordinary corporation.
83
o SEC MC 7-19: Guidelines on the Establishment of a One
Person Corporation (OPC).
84
Person Corporation (OPC). (Cont.)
85
86
87
88
89
90
91
92
93
VOLUNTARY DISSOLUTION WITH NO CREDITORS AFFECTED

✓ required majority vote of the ✓requires majority vote of the board,
board and 2/3 vote for the and majority vote of the stockholders
stockholders or members. or members to approve the
dissolution.
✓Notice of the meeting when ✓Notice of the meeting when voting

voting will be held should be sent will be held should be sent at least
at least 30 days prior to the 20 days prior to the meeting by
meeting by registered mail or means which includes any means
personal service. authorized under the by-laws.
✓Notice of the time, place. and ✓Notice of the time, place. and
object of the meeting should be object of the meeting should be
published for 3 consecutive weeks. published, but such may be done any
time prior to the meeting.
94
VOLUNTARY DISSOLUTION WITH NO CREDITORS AFFECTED (CONT.)

✓A verified request for dissolution be
. filed with the SEC providing details of
the dissolution, and submit certain
documents showing compliance with the
requirements.
✓The request shall be approved by the

SEC within 15 days from receipt and
dissolution shall take effect only upon
issuance of a certificate of dissolution.
✓Banks, preneed, insurance and trust

companies, and other similar financial
intermediaries require favorable
recommendation of the appropriate
95
government agency prior to filing their
application
VOLUNTARY DISSOLUTION WITH AFFECTED CREDITORS

✓ requires filing of a verified petition with the ✓ requires filing of a verified petition
SEC. with the SEC.
✓the petition may be signed by majority of the ✓the petition may be signed by majority
board of directors or trustees or other officer of the board of directors or trustees.
having management of corporate affairs.
✓The petition should be verified by the ✓The petition should be verified by the
president/secretary/one of the president/secretary/one of the
directors/trustees. directors/trustees.
✓The petition shall set forth the ✓The petition shall set forth the
▪claims and demands against it; ▪claims and demands against it;
▪That it was approved by stockholders ▪That it was approved by stockholders
representing 2/3 of OCP of 2/3 of members representing 2/3 of OCP of 2/3 of members;
▪reason for dissolution,
▪the form, manner and time when notices
were given, and
▪the date, place, and time of the meeting 96
when votes were cast
VOLUNTARY DISSOLUTION WITH AFFECTED CREDITORS (CONT.)

✓ ✓ The corporation must then submit
• a copy of the resolution authorizing

dissolution certified by majority of
the board and countersigned by the
secretary, and
• a list of all creditors.
✓dissolution takes effect upon

issuance of a certificate of dissolution
by the SEC.
97
WITHDRAWAL OF REQUEST FOR DISSOLUTION
✓ No counterpart ✓ The request should be filed with the SEC
provision
• no later than 15 days from receipt of the SEC of
the request for dissolution, and
• prior to any deadline set by the SEC for filing
objections to the dissolution.
✓Once received, the SEC shall then stop acting on

the dissolution.
✓After investigation, it shall make a pronouncement
• that the request for dissolution is withdrawn,

• direct a joint meeting of the board and the
stockholders/members to ascertain whether to
98
proceed with dissolution, or
• issue such other orders it deems appropriate.
INVOLUNTARY DISSOLUTION

A corporation may be dissolved A corporation may be dissolved
✓upon filing of a verified complaint ✓by the Commission motu proprio or

and after proper notice and hearing
✓upon filing of a verified complaint
✓on the grounds provided by by any interested party.
existing laws, rules and
Grounds:
regulations.
a. Non-use of corporate charter as provided
under Section 21 of this Code;
b. Continuous inoperation of a corporation as

provided under Section 21 of this Code;
c. Upon receipt of a lawful court order

dissolving the corporation;
99
d. Upon finding by final judgment that the
corporation procured its incorporation
through fraud;
INVOLUNTARY DISSOLUTION (CONT.)

Grounds:
e. Upon finding by final judgment that

the corporation:
▪Was created for the purpose of committing, concealing

or aiding the commission of securities violations,
smuggling, tax evasion, money laundering, or
graft and corrupt practices;
▪Committed or aided in the commission of securities

violations, smuggling, tax evasion, money laundering,
or graft and corrupt practices, and its stockholders
knew of the same; and
•Repeatedly and knowingly tolerated the commission

of graft and corrupt practices or other fraudulent or
illegal acts by its directors, trustees, officers, or 100
employees.
INVOLUNTARY DISSOLUTION (CONT.)

✓ If the corporation is ordered dissolved
pursuant subparagraph (e),
•its assets, after payment of its liabilities,

shall, upon petition of the Commission with
the appropriate court, be forfeited in favor of
the national government.
•Such forfeiture shall be without prejudice to

the rights of innocent stockholders and
employees for services rendered, and to the
application of other penalty or sanction
under this Code or other laws.
101
CORPORATE LIQUIDATION

✓ corporate liquidation may be ✓removes banks from the coverage
carried out under the CC for of the RCC since liquidation of banks
every corporation. is covered by the New Central Bank
Act and the Philippine Deposit
Insurance Corporation Charter.
✓any asset distributable to any ✓any asset distributable to any

creditor or stockholder or member creditor or stockholder or member
who is unknown or cannot be found who is unknown or cannot be found
shall be escheated to the city or shall be escheated in favor of the
municipality where such assets national government.
are located.
102
ADMINISTRATIVE SANCTIONS, VIOLATION OF RCC
✓ The SEC may impose the following sanctions depending on
the extent of participation, nature, effect, frequency and
seriousness of the violations:
a. Fine of P5,000 to P2,000,000 and daily fine of P1,000 for

each day of violation, not to exceed P2,000,000;
b. issuance of permanent cease and desist order;
c. suspension/revocation of certificate of incorporation; and
d. dissolution and forfeiture of assets.

103
PROVIDES FINE/IMPRISONMENT FOR THE FF VIOLATIONS
✓ unauthorized use of corporate name
✓ violation of duty to maintain records & allow inspection
✓ incomplete, inaccurate, false or misleading statements &
reports
✓ independent auditor collusion
✓ registration through fraud
✓ fraudulent conduct of business
✓ graft & corruption intermediaries
✓ engaging intermediaries for graft & corruption
✓ tolerating graft & corruption
✓ retaliation against whistleblowers
✓ other violations
104
REPORTORIAL REQUIREMENTS OF CORPORATIONS

✓ all corporations were ✓All corporations are required to submit
required to submit to the annual financial statements:
SEC:
• audited by an independent CPA if total
assets/liabilities are
• financial statements • P600,000 or more,
of assets and • otherwise, it shall be certified by the
liabilities certified by treasurer or chief financial officer, and a
an independent CPA general information sheet.
and
• other reports required ✓Corporations vested with public
by the SEC interest to submit:
• a director/trustee compensation report, and
• a director/trustee appraisal or performance
report, and 105
• the standards or criteria used to assess
each.
FAILURE TO FILE REPORTORIAL REQUIREMENTS
 SEC may place a corporation under delinquent status

in case of failure to submit the annual reportorial
requirements for 3 times, whether consecutively or
intermittently, within a period of 5 years.
 The SEC shall give reasonable notice and coordinate

with the appropriate regulatory agency prior to placing
on delinquent status companies under special
regulatory jurisdiction.
106
CONFIDENTIAL INFORMATION
✓ Any person required to file a report with the SEC, may

redact confidential information from such report,
✓ so long as such confidential information is submitted in a

supplemental report prominently labelled as confidential
✓ together with a request for confidential treatment of the

report and the specific grounds for its grant.
107
VISITORIAL POWER OF THE SEC
 Visitorial powers over all corporations, which powers shall include

 the examination and inspection of records,
 regulation and supervision of activities,
 enforcement of compliance, and
 imposition of sanctions in accordance with the Code.
 If the corporation, without justifiable cause, refuses or obstructs the

SEC'S exercise of visitorial powers:
 its certificate of incorporation may be revoked by the SEC;
 without prejudice to other penalties and sanctions which may be imposed.
 Even if the questions asked by SEC and answers thereto are still
confidential, they will no longer be kept strictly confidential
when disclosure is necessary for the SEC to take action to
protect the public to issue orders in the exercise of its powers
under the Code.
108
FOREIGN INVESTMENT NEGATIVE LIST (FINL)
11TH REGULAR FINL
➢ List A- Foreign Ownership is Limited by Mandate of

the Constitution and Special Laws;
➢ List B- Foreign Ownership is Limited for Reasons of
✓ Security,
✓ Defense,
✓ Risk to Health and Morals and
✓ Protection of Small and Medium Scale Enterprises.
109
11TH REGULAR FINL
List A- Foreign Ownership is Limited by Mandate of the
Constitution and Special Laws
NO FOREIGN EQUITY:
110
11TH REGULAR FINL
NO FOREIGN EQUITY:
111
11TH REGULAR FINL
112
11TH REGULAR FINL
113
11TH REGULAR FINL
114
11TH REGULAR FINL
List B- by reason of security, defense, risk to health and
morals and protection of small and medium enterprises:
115
11TH REGULAR FINL
116
11TH REGULAR FINL
117
Thank you!
Atty. Edward G. Gialogo
[email protected]
0917 871 8642
118

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REVISED CORPORATION CODE

REPUBLIC ACT NO. 11232

NOVEMBER 16, 2019

ATTY. EDWARD G. GIALOGO

 Attorney VI, COMELEC, Office of Chairman Sixto S. Brillantes Jr

 Associate, Arcilla & Associates/ Brillantes Law Office

 Associate Director, SGV Tax Division

 Business Law Reviewer, Review School of Accountancy or ReSA (2017-2018)

 Tax Speaker , Phil. Institute of Certified Public Accountants.

✓5 years from SEC approval. ✓5 years from date of

✓Terms and conditions must be ✓Terms and conditions must be

✓Majority must be residents of ✓Non-individuals can now be incorporators.

✓any single natural person is now allowed to

Incorporators are those stockholders or members mentioned in the articles of

Old Corp. Code Revised Corp. Code

✓may be extended for ✓Existing corporations upon effectivity of

✓Retention (of 50-year term) must be

✓no extension can be made ✓A limited corporate term may be

Old Corp. Code Revised Corp. Code

✓If approved, the SEC will issue a certificate

Old Corp. Code Revised Corp. Code

✓At least 25% of ACS must be ✓BUT, in case of increase of

“…Provided, That the Commission shall not accept for

Old Corp. Code Revised Corp. Code

1. identical or deceptively or 1. not distinguishable from that

Old Corp. Code Revised Corp. Code

a. The word “corporation”, “company”, “incorporated”,

b. Punctuations, articles, conjunctions, contractions,

The SEC, upon determination that the corporate name

Old Corp. Code Revised Corp. Code

✓If the corporation fails to comply with the

 The name of a corporation or partnership that has been dissolved or whose

 A corporate or partnership name that has previously been used

 Companies, however, may shorten this time frame by securing the

 The consent should come in the form of a director’s or trustee’s certificate

 For a partnership, majority of the partners must approve a resolution 26

Old Corp. Code Revised Corp. Code

3. Once the SEC finds that the documents

4. Corporate existence begins upon issuance

Old Corp. Code Revised Corp. Code

Old Corp. Code Revised Corp. Code

✓SEC may revoke certificate of ✓the corporation may be placed

✓This will be lifted once the

Old Corp. Code Revised Corp. Code

✓majority of whom should be ✓Majority of the Board is no

Old Corp. Code Revised Corp. Code

▪apart from shares and fees from the

▪are independent of management and

▪free from any business or other relationship

▪which could materially interfere with

Old Corp. Code Revised Corp. Code

✓Remote communication or voting in

✓In corporations vested with public

Old Corp. Code Revised Corp. Code

✓The report should include a new specific

✓In case no date was selected, the SEC

Old Corp. Code Revised Corp. Code

▪a president, who must be a director, ✓the treasurer is now required to

✓No other officers are required to be