BOD/T

SH

Non-voting

Vote required

4. To amend its articles of

incorporation in accordance with the
provisions of this Code.

Majority Vote of
the Board

Yes

Yes. Sec 6(1)

Vote or written assent of SH

representing at least 2/3 of the OCS or
2/3 of members (Sec. 16)

5. To adopt by-laws not contrary to

law, morals and public policy and to
amend or repeal the same in
accordance with this Code.

Majority Vote of
the Board

Yes

Yes. Sec 6(2)

To adopt: Affirmative Vote of SH

representing at least a majority of the
OCS or members. To amend: Majority
vote; To delegate to board: Owners of
2/3 of OCS or members. To revoke: SH
representing majority of OCS shall so
vote. (Sec46, 48)

Corporate Powers:
Capacity (Sec. 36)

Power

Meeting

Notice

Appraisal

and

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 certificate
of incorporation
3. To adopt and use a corporate seal.

6. In case of stock corporation, to issue

and sell stocks to subscribers and sell
treasury stocks in accordance with the
provisions of this code, and to admit
members in case of non-stock
corporation.

Without predjudice
to appraisal right
(Sec. 16)

7. To purchase, receive, take, grant,

hold, convey, sell, lease, pledge,
mortgage and otherwise deal with such
real and personal property, including
securities and bonds of other
corporation, as the transaction of the
lawful business of the corporation may
reasonably and necessarily require,
subject to the limitations prescribed by
law and the constitution.

8. To enter into merger and

consolidation with other corporatio as
provided in this Code.

9. To make reasonable donations,

including those for public welfare, or
for hospital, charitable, cultural,
scientific, civic or similar purposes;
Provided that no corporation, domestic
or foreign shall give donation in aid of
any political party or candidate, or for
the purposes of partisan political
activity.

10. To establish pension, retirement,

and other plans for the benefit of its
directors, trustees, officers and
employees.
11. To exercise such other powers as
may be essential or necessaary to carry
out its purpose or purposes as stated in
the articles of incorporation.

Majority Vote of
the
Board

G.R. No (Sec. 40
par
4)

BUT BOD may sell

without
authorization of SH
if same is necessary
for in the usual and
regular course of
business of the
corp. OR if the
proceeds of the
sale/disposition be
appropriated
for
the conduct of
remaining business
(Sec. 40)
Upon approval by
majority vote of
each of the board
of Dir/Trustees

EXN: All or
substantially all
(Sec. 40)

Yes

Yes. Sec 6(3)

Vote of at least 2/3 of the OCS or

members if SLEXMPO of all or
substantially all of its property or assets
(Sec. 40)

SLEXMTPMO of all
or substantially all of
corporate property
and asssets (Sec. 40,
81)

Yes. Sec 6 (6)

Affirmative Vote of SH representing at

least 2/3 of the OCS/members

Any dissenting may

exercise
his
appraisal right

BOD/T
Articles of Incorporation

SH

Non-voting

Vote required

Meeting

Notice

Appraisal

Always votes

Votes bec. Sec

6 (1)

GR: 2/3

GR: Vote in a
meeting
or
written assent

GR: Yes appraisal

except minor

Ratified at a meeting by SH
representing at least 2/3 of the
OCS/members (Sec. 37)

Sec. 37

Dissenting SH may
exercise his right
of
appraisal
(Increase: Sec. 37;
Decrease: Sec. 81)

1. Name of the Corporation.

2. Specific purpose or purposes of

the corporation (if more than 1,
indicate primary purpose)
3. Place of Principal office, which
must be located within the PH.
4. Term for which corporation is to
exist

Approved by a
Majority Vote of
the board

5. Names, nationalities
residences of incorporators.

and

6. Numbers of directors/trustees
which must not be less than 5 but
not more than 15.
7. Names, nationationalities and
residences of the persons who
shall act as directors and trustees
until the first regular dir/trustees
shall be elected and qualified in
accordance with this code.

8. If it be a stock corporation, the

amount of authorized capital stock
in lawful money of the Philippines,
the # of shares into which it is
divided, and in case of par value
shares, its par value the names,
nationalities, and residences of the
ORIGINAL subscribers and the
amount subscribed and paid by
each on his subscription; and if
some or all are shares without par
values, such fact must be stated.
9. If it be a non-stock corporation,
the amount of capital, and the
names,
nationalities,
and
residences of the contributors and
the amount contributed by each.

10. That at least 25% of the

authorized capital stock has been
subscribed.

11. That the subscribers have paid

at least 25% of the total
subscription.

Majority vote of
the Board

Increase or decrease its capital

stock: (sarado) 2/3 of the OCS shall
vote in favor (Sec. 38)

12. That ___ has been elected as

Treasurer by the subscribers, and
authorized to receive for and in the
name and for the benefit of the
corporation, all subscriptions or
contributions or donations paid or
given by the subscribers or
members.
13. That no transfer of stock or
interest which will reduce the
ownership of Filipino citizens to
less than the required percentage
of capital stock as provided by law,
shall be allowed or permitted to be
recorded in the proper books of
the corporation and this restriction
shall be indicated in all stock
certificates
issued
by
the
corporation.

BOD/T

SH

Non-voting

Vote required

Meeting

Notice

Appraisal

Sec. 37 Power to extend or shorten

corporate term

Approved by a
Majority Vote of
the board

Yes

Yes. Sec. 6
(8)

Ratified at a meeting by SH
representing at least 2/3 of
the OCS/members (Sec. 37)

Meeting

Dissenting SH
may exercise his
right
of
appraisal
(extension: Sec.
37; Decrease:
Sec. 81)

Sec. 38 Power to increase/decrease

capital stock ; incur create, or
increase bonded indebtedness

Majority vote of
the board

Yes

Yes. Sec 6
(4) (5)

[sarado]2/3 of OCS shall

favour

Meeting duly
called for

Written notice
of
proposed
action and time
and place of
meeting
addressed to
each SH at
place of res.
Shown in books
(mail /personal)
Same as above

OTHER POWERS

Nothing
mentioned
Sec. 37;

in

at least 2/3 of member for

bonded indebtedness
Sec. 39 Power to deny pre-emptive
right (Deny in AOI or amendment
thereto)
Sec. 40 Sale or disposition (of all or
substantially all) assets as its board
may deem expedient

Majority vote of
the
board
BUT BOD may sell

without
authorization of
SH if same is
necessary for in
the usual and
regular course of
business of the
corp. OR if the
proceeds of the
sale/disposition
be appropriated
for the conduct of
remaining
business

Yes

Yes Sec. 6
(3)

Authorized by vote of SH
rep. at least 2/3 of the

Meeting duly
called for

Same as above

Dissenting SH
may exercise his
right
of
appraisal (Sec.
40; Sec. 81 (2)

Sec. 42 Power to invest Corporate

funds in another corporation or
business or for any purpose other
than the primary purpose.

Where investment
is
reasonably
necessary
to
accomplish
its
primary purpose
as stated in AOI,
SH approval shall
not be necessary
(Majority
of
board)

Sec. 43 Power of STOCK Corporations

to declare STOCK

If cash/prop divs
no need for SH
approval

Sec 44 Power to enter into

management contract (lease of
service, not agency! So not
terminated at will)

Approved by the
board

Sec. 62 Fixing price of no-par shares

Yes Sec. 6(7)

Ratified by SH representing
at least 2/3 of the OCS or
members

STOCK: Yes

No.

Not less than 2/3 of OCS

Yes.

No.

At least the majority of OCS

/members.

YES

No.

IF: SH same interest in

managed/managing
and
owns or control 1/3 of total
OCS entitled to vote of
managing; OR Majority of
board of managing is
Majority of managed =
approval needed is at least
2/3 of the OCS entitled to
vote or members
At least Majority of the OCS

Any dissenting
SH shall have
appraisal right
(Sec. 42 *note:
not in Sec. 81)

Yes.

Sec. 30 Fixing Compensation of

Directors

Yes.

No.

At least majority of OCS

Yes in cases of:

1) Remaining dir not
quorum
2)
Removal
3) Expiration of term
4) vacancy due to
increase in # of dir

No.

SH:
Since
electing
DIR/Trustees (even if to
serve for unexpired portion)
Plurality or highest # of
votes

Sec. 28 Removal of Directors or

Trustees

Yes

No.

Sec. 24 Election of Directors

Yes. Quorum: Majority

of OCS/ members
entitled to vote

No.

No.

No.

Sec. 29 Vacancies in Office of

Directors

Sec. 25 Election of Officers

GR: They will fill in

vacancy
Like
Death,
Resignation,
Abandonment If
remaining
still
constitutes
quorum

Majority of all
members of the
BOARD

if DIR vote: filled by vote of

at least a majority of the
remaining dir. If still
constituting a quorum
At least 2/3 of OCS or
members entitled to vote

HIGHEST # of votes

Stock
corp:
Meeting
required
Non-stock:
May vote by
mail (Sec. 89)