VOTING REQUIREMENTS
I. Old Corporation Code
1. At least majority vote of the BOD alone
Corporate Act Details
 President must be a
director
 Treasurer may/not be
a director
 Secretary must be a
Election of officers (Sec.
resident and citizen of
25)
PH
 President + secretary
= NOT OKAY
 President + treasurer
= NOT OKAY
Any directorship or
trusteeship to be filled by
reason of an increase in
the number of
directors/trustees shall be
Vacancies in BOD if not
filled only by an election
due to removal,
at a regular or special
expiration of term, or
meeting duly of
increase in number of
stockholders duly called
directors (Sec. 29)
for the purpose, or in the
same meeting authorizing
the increase in directors
or trustees if so stated in
the notice of the meeting.
Power to acquire own
shares (Sec. 41)
2. At least majority vote of the BOD + stockholders representing at least majority of the OCS
Corporate Act Details
 Majority of quorum
Fixing the issued price
of no-par value shares
(Sec. 62)  Majority of OCS, if
Amendment or
repealing of by-laws or  Majority of board
adoption of new by-laws  Majority of OCS
(Sec. 48)
 Majority vote of
Management contracts
(Sec. 44)
Additional Vote
Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Details
Sec 25, par. 2:
Unless the AOI or by-laws provide
for a greater majority [of votes],
majority of the number of
directors/trustees as fixed in the
AOI will be considered quorum for
transaction of corporate business,
Majority of all the
and every decision of at least a
members of the BOD
majority of the directors or
trustees present at a meeting at
which there is a quorum shall be
valid as a corporate act except the
election of officers, which shall
require the vote of a majority of all
the members of the BOD.
 If the directors do not
Majority vote of the
constitute a quorum, the
remaining directors if
stockholders have the right to
quorum still exists
elect
 Provided that there are
Majority of BOD unrestricted retained earnings
 Only for legislative purposes
Additional Vote
Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Details
of BOD, if
authorized by AOI
or by-laws
BOD is not
authorized by AOI
 Amendment may be made by
the board only after due
delegation by stockholders.
 Non-voting shares can vote
(Sec. 6)
BOD of both
managing and
managed
corporations

3. Vote of stockholders representing at least majority of the OCS alone
Corporate Act
 Directors may not
Fixing of compensation  Reasonable per
of directors (Sec. 30)
 Limit: not more than
Adoption of by-laws
(Sec. 46)
Election of
directors/trustees (Sec.
24)
Fixing the issue price of
no-par value shares
(Sec. 62, last par.)
4. Vote of the stockholders representing at least 2/3 of the OCS alone
Corporate Act
Denial of pre-emptive right
(Sec. 39)
Delegation of the power to
amend, repeal, or adopt
new by-laws to BOD (Sec
48)
Removal of
directors/trustees (Sec. 28)
 Majority of
OCS/members of
both managing
and managed
corporations
 In some cases, 2/3
of OCS/members
Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
receive compensation
unless stated in by-
laws (but there is
nothing about
trustees)
Majority of OCS
diems (per-day pay)
may be given
10% of the net
income before income
tax (NIBT) during the
preceding year
 Non-voting shares can
Majority of OCS/members
vote (Sec. 6)
 Candidates with the
highest number of votes
get elected
 Cumulative voting: # of
Majority of OCS/members
shares x # of directors to
be elected
 Non-voting shares cannot
vote
 Stockholders/members
shall vote if the BOD/BOT
Majority of OCS
is not authorized by AOI
and by-laws to fix the price
Additional Vote
Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Details
 Only if the AOI or any
2/3 of OCS amendment to it denies
pre-emptive right
 Delegation can be revoked
by majority of the OCS
2/3 of OCS
 Non-voting shares cannot
vote
 Need notice and statement
of purpose
 Must be made in a meeting
called by the secretary as
per President’s order or on
2/3 of OCS/members written demand of majority
of OCS
 Non-voting shares cannot
vote
 Removal without cause
cannot be used to deprive
 minority stockholders of
their right to representation
No ratification = director has to
Ratification of act of
2/3 of OCS surrender profits received to
disloyal director (Sec. 34)
the corporation
 Contract must be fair and
reasonable
 Needs full disclosure of
adverse interest of
directors/trustees
Ratification of a contract of
self-dealing directors (Sec. 2/3 of OCS/members  Presence of
32) director/trustee must be
necessary to constitute
quorum or the vote of
director/trustee must be
necessary for the approval
of the contract

5. At least majority vote of the BOD + stockholders representing at least 2/3 of the OCS
Corporate Act
Amending AOI (Sec. 16)
Dissolution (Secs. 118,
119)
Adoption of plan of
distribution of assets of
non-stock corporation
(Sec. 95, par. 2)
Merger or consolidation
(Sec 77)
Sale, lease, exchange,
mortgage, pledge, or other
disposition of
all/substantially all
corporate assets (Sec. 40)
Details Additional Vote Details
 Majority vote of BOD
 Allows vote or written
assent of 2/3 of OCS
 If non-stock
corporation, need vote
or written assent of
majority of BOT + at
least 2/3 of members
 Majority of board
 2/3 of OCS/members
 Majority vote of
trustees
 2/3 of members having
voting rights
 Majority of BODs of
constituent
corporations
 2/3 of OCS/members
of constituent
corporations
 Majority of board
 2/3 of OCS/members
Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
 Non-voting shares can
vote (Sec. 6)
 Appraisal right is
available in certain
cases
 Effective upon
approval by SEC or
date of filing if not
acted upon within 6
months
 Must be for legitimate
purpose
 Non-voting shares can
vote (Sec. 6)
 Non-voting shares can
vote (Sec. 6)
 Appraisal right is
available except when
plan is abandoned
 Any amendment to the
plan may be made
provided it is approved
by majority vote of
board + 2/3 of
OCS/members
 Vote of majority of
board is sufficient if the
transaction does not
cover all/substantially
all corporate assets
 Non-voting shares can
vote (Sec. 6)
 Appraisal right is
available
 Notice required

Increase or decrease of
capital stock (Sec. 38)
Incur, create, or increase
bonded indebtedness of
stock/non-stock
corporations (Sec. 38)
Investment of corporate
funds in another
corporation/business or for
any other purpose other
than primary one (Sec. 42)
Extension/shortening of
corporate term (Sec. 37)
Issuance of stock
dividends (Sec. 43)
 If sale is abandoned,
director’s action is
sufficient; stockholders
no need to ratify
 Majority of board  Meeting required
 2/3 of OCS/members  Non-voting shares can
vote (Sec. 6)
 No appraisal right
 Notice required
 SEC prior approval
required
 Treasurer’s sworn
statement required
 Capital stock will not
decrease if it will
prejudice the right of
creditors
 Majority of board  Meeting required
 2/3 of OCS/members  Non-voting shares can
vote (Sec. 6)
 No appraisal right
 Notice required
 Registration of bonds
with SEC required
 Majority of board  Non-voting shares can
 2/3 of OCS/members vote (Sec. 6)
 Appraisal right
available
 Notice required
 Also applies to
investment in
secondary purpose
 Stockholders’
ratification not required
if investment is
incidental to primary
purpose
 Majority of board  Non-voting shares can
 2/3 of OCS/members vote (Sec. 6)
 Appraisal right
available
 Notice required
 Corresponding
amendment to AOI
required
 Majority of quorum of  Corporation needs to
board have unrestricted
 2/3 of OCS/members retained earnings first
II. Revised Corporation Code
1. At least majority vote of the BOD alone
Corporate Act
Election of corporate
officers (Sec. 24)
Vacancies in BOD if not
due to removal, expiration
of term, or increase in
number of directors (Sec.
28)
Power to acquire own
shares (Sec. 40)
2. At least majority vote of the BOD + stockholders representing at least majority of the OCS
Corporate Act
Management contract
(Sec. 43)
Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
 President must be a Majority of all the members
director of the BOD
 Treasurer must be a
resident of PH
 Secretary must be
resident and citizen of
PH
 Compliance officer (if
corp is vested with
public interest)
 President + secretary =
NOT OKAY
 President + treasurer =
NOT OKAY unless
allowed in RCC
 Secretary + treasurer =
OK
Sec. 28, par. 3
If the directors do not
constitute a quorum, and
emergency action is
required to prevent grave,
substantial, and
irreparable loss or damage
to the corporation, the
vacancy may be
Majority vote of the temporarily filled from
remaining directors if among the officers of the
quorum still exists corporation by unanimous
vote of the remaining
directors or trustees. The
emergency substitute(s)’s
term shall end either within
a reasonable time from the
end of the emergency or
when a replacement
director/trustee is elected
(whichever happens first).
 Provided that there
are unrestricted
Majority of BOD retained earnings
Only for legislative
purposes
Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
 Majority of board of
both corporations
 Majority of
OCS/members of both
corporations

Amendments to by-laws
(Sec. 47)
3. Vote of stockholders representing at least majority of the OCS alone
Corporate Act
Term extension (Sec. 11)
 In the absence of any
Compensation of Directors
or Trustees (Sec. 29)
 Limit: annual
Adoption of by-laws (Sec.
45)
4. Vote of the stockholders representing at least 2/3 of the OCS alone
Corporate Act
Removal of
directors/trustees (Sec. 27)
If (a) the stockholders
representing the same
interest of both the
managing and
managed corporations
own or control more
than 1/3 of the total
OCS of the managing
corporation entitled to
vote, or (b) if the
majority of the
members of the BOD
of the managing
corporation = majority
of the members of the
BOD of the managed
corporation, need 2/3
of OCS entitled to vote
or 2/3 of members
 Majority of board
 Majority of 
OCS/members
Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Majority of OCS
 Happens at a regular
or special meeting
provision in the by-  Directors and trustees
laws, directors or shall not participate in
trustees shall not the determination of
receive any their own per diems or
compensation except compensation.
for reasonable per
Majority of OCS/members  Corporations vested
diems. with public interest
should submit to their
compensation should shareholders and the
not exceed 10% of the SEC an annual report
NIBT during the of the total
preceding year. compensation of each
of their directors or
trustees.
Majority of OCS/members
Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
2/3 of OCS/members  Shall take place at
entitled to vote either a regular

Ratifying contracts
involving relatives of
directors/trustees
Ratification of act of
disloyal director (Sec. 33)
Denial of pre-emptive right
(Sec. 38)
Delegating power to
amend by-laws to board
(Sec. 47)
5. At least majority vote of the BOD + stockholders representing at least 2/3 of the OCS
Corporate Act
Amending AOI (Sec. 15)
Extension/shortening of
corporate term (Sec. 36)
meeting or a special
meeting duly called for
the purpose
 Must give notice re:
intent to propose
removal of
directors/trustees at
the meeting
 Meeting must be called
by corporate secretary
upon President’s order
or written demand of
the stockholders
representing at least
majority of OCS or
majority of members
entitled to vote.
 Relatives = within the
fourth civil degree of
consanguinity or
Voting to ratify the contract
affinity
should be done in a
 These contracts are 2/3 of OCS/members
meeting called for the
voidable at the
purpose
corporation’s
discretion unless
ratified by…
If the act/s was/were not
ratified, the director at fault
2/3 of OCS must account for and
refund to the corporation all
profits received
The right can be denied in
2/3 of OCS
AOI or an amendment to it
Power shall be considered
revoked when majority of
2/3 of OCS/members the OCS/members vote so
at a regular or special
meeting.
Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
 Non-voting shares can
vote (Sec. 6)
 Majority vote of BOD  Appraisal right is
 Allows vote or written available in certain
assent of 2/3 of OCS cases
 If non-stock  Effective upon
corporation, need vote approval by SEC or
or written assent of date of filing if not
majority of BOT + at acted upon within 6
least 2/3 of members months
 Must be for legitimate
purpose
 Non-voting shares can
 Majority of board vote (Sec. 6)
 2/3 of OCS/members  Appraisal right
available
  Notice required
 Corresponding
amendment to AOI
required
 Meeting required
 Non-voting shares can
vote (Sec. 6)
 No appraisal right
 Notice required
(electronic OK)
Increase or decrease of  Majority of board  SEC prior approval
capital stock (Sec. 37) 2/3 of OCS/members required
 Treasurer’s sworn
statement required
 Capital stock will not
decrease if it will
prejudice the right of
creditors
 Meeting required
 Non-voting shares can
Incur, create, or increase vote (Sec. 6)
bonded indebtedness of  Majority of board  No appraisal right
stock/non-stock  2/3 of OCS/members  Notice required
corporations (Sec. 37) (electronic OK)
 Registration of bonds
with SEC required
 Appraisal right
Sale, lease, exchange,
 Majority of board available
mortgage, pledge, or other
 Sale: 2/3 of OCS or  All or substantially all?
disposition of corporate
majority of BOT -> check net asset
assets (Sec. 39)
values in latest FS
 Appraisal right
available
 Notice of proposed
investment and
meeting required
Investing corporate funds  If the investment is
 Majority of board
in another business (Sec. necessary to
40)  2/3 of OCS/members
accomplish
corporation’s primary
purpose, no need for
approval of
stockholders or
members
Issuance of stock  Majority of board
dividends (Sec. 42)  2/3 of OCS

6. At least 2/3 of the BOD

Corporate Act Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
The corporation’s contract
2/3 of all of the members
Material contracts of with one or more of its
of the BOD, including at
corporations vested with directors, trustees, officers,
least a majority of the
public interest (Sec. 31) or their spouses and
independent directors
relatives within the fourth
civil degree of voting to approve the
consanguinity or affinity is contract
voidable at the
corporation’s discretion
unless…
