August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE I
GENERAL PROVISIONS
Definitions and Classifications
Section 1. Title of the Code. – This Code shall be known as “The Corporation Code of the Philippines”.
Sec. 2. Corporation defined. – A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE II
INCORPORATION AND ORGANIZATION
OF PRIVATE CORPORATIONS
Sec. 10. Number and qualifications of incorporators. – Any number of natural persons not less than five (5) but not more than fifteen (15), all of legal age and a majority of whom are residents of the Philippines, may form a private corporation for any lawful purpose or purposes. Each of the incorporators of s stock corporation must own or be a subscriber to at least one (1) share of the capital stock of the corporation.
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE III
BOARD OF DIRECTORS/TRUSTEES/OFFICERS
Sec. 23. The board of directors or trustees. – Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year until their successors are elected and qualified.
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE IV
POWERS OF CORPORATIONS
Sec. 36. Corporate powers and capacity. – Every corporation incorporated under this Code has the power and capacity:
1. To sue and be sued in its corporate name;
2. Of succession by its corporate name for the period of time stated in the articles of incorporation and the certificate of incorporation;
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE V
BY LAWS
Sec. 46. Adoption of by-laws. – Every corporation formed under this Code must, within one (1) month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission, adopt a code of by-laws for its government not inconsistent with this Code. For the adoption of by-laws by the corporation the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of non-stock corporations, shall be necessary. The by-laws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the inspection of the stockholders or members during office hours. A copy thereof, duly certified to by a majority of the directors or trustees countersigned by the secretary of the corporation, shall be filed with the Securities and Exchange Commission which shall be attached to the original articles of incorporation.
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE VI
MEETINGS
Sec. 49. Kinds of meetings. – Meetings of directors, trustees, stockholders, or members may be regular or special. (n)
Sec. 50. Regular and special meetings of stockholders or members. – Regular meetings of stockholders or members shall be held annually on a date fixed in the by-laws, or if not so fixed, on any date in April of every year as determined by the board of directors or trustees: Provided, That written notice of regular meetings shall be sent to all stockholders or members of record at least two (2) weeks prior to the meeting, unless a different period is required by the by-laws.
Special meetings of stockholders or members shall be held at any time deemed necessary or as provided in the by-laws: Provided, however, That at least one (1) week written notice shall be sent to all stockholders or members, unless otherwise provided in the by-laws.
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE VII
STOCKS AND STOCKHOLDERS
Sec. 60. Subscription contract. – Any contract for the acquisition of unissued stock in an existing corporation or a corporation still to be formed shall be deemed a subscription within the meaning of this Title, notwithstanding the fact that the parties refer to it as a purchase or some other contract. (n)
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE VIII
CORPORATE BOOKS AND RECORDS
Sec. 74. Books to be kept; stock transfer agent. – Every corporation shall keep and carefully preserve at its principal office a record of all business transactions and minutes of all meetings of stockholders or members, or of the board of directors or trustees, in which shall be set forth in detail the time and place of holding the meeting, how authorized, the notice given, whether the meeting was regular or special, if special its object, those present and absent, and every act done or ordered done at the meeting. Upon the demand of any director, trustee, stockholder or member, the time when any director, trustee, stockholder or member entered or left the meeting must be noted in the minutes; and on a similar demand, the yeas and nays must be taken on any motion or proposition, and a record thereof carefully made. The protest of any director, trustee, stockholder or member on any action or proposed action must be recorded in full on his demand.
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE IX
MERGER AND CONSOLIDATION
Sec. 76. Plan or merger of consolidation. – Two or more corporations may merge into a single corporation which shall be one of the constituent corporations or may consolidate into a new single corporation which shall be the consolidated corporation.
The board of directors or trustees of each corporation, party to the merger or consolidation, shall approve a plan of merger or consolidation setting forth the following:
August 4th, 2008 — Corporation Code [Batas Pambansa 68], Mercantile Laws
TITLE X
APPRAISAL RIGHT
Sec. 81. Instances of appraisal right. – Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in the following instances:
1. In case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence;
