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
.
Sec. 3. Classes of corporations. - Corporations formed or organized under this Code
may be stock or non-stock corporations. Corporations which have capital stock divided
into shares and are authorized to distribute to the holders of such shares dividends or
allotments of the surplus profits on the basis of the shares held are stock corporations.
All other corporations are non-stock corporations.

Sec. 4. Corporations created by special laws or charters. - Corporations created by

special laws or charters shall be governed primarily by the provisions of the special law
or charter creating them or applicable to them, supplemented by the provisions of this
Code, insofar as they are applicable.

Sec. 5. Corporators and incorporators, stockholders and members. - Corporators

are those who compose a corporation, whether as stockholders or as members.
Incorporators are those stockholders or members mentioned in the articles of
incorporation as originally forming and composing the corporation and who are
signatories thereof.

Corporators in a stock corporation are called stockholders or shareholders. Corporators

in a non-stock corporation are called members.

Sec. 6. Classification of shares. - The shares of stock of stock corporations may be

divided into classes or series of shares, or both, any of which classes or series of
shares may have such rights, privileges or restrictions as may be stated in the articles of
incorporation: Provided, That no share may be deprived of voting rights except those
classified and issued as "preferred" or "redeemable" shares, unless otherwise provided
in this Code: Provided, further, That there shall always be a class or series of shares
which have complete voting rights. Any or all of the shares or series of shares may have
a par value or have no par value as may be provided for in the articles of incorporation:
Provided, however, That banks, trust companies, insurance companies, public utilities,
and building and loan associations shall not be permitted to issue no-par value shares
of stock.
Preferred shares of stock issued by any corporation may be given preference in the
distribution of the assets of the corporation in case of liquidation and in the distribution
of dividends, or such other preferences as may be stated in the articles of incorporation
which are not violative of the provisions of this Code: Provided, That preferred shares of
stock may be issued only with a stated par value. The board of directors, where
authorized in the articles of incorporation, may fix the terms and conditions of preferred
shares of stock or any series thereof: Provided, That such terms and conditions shall be
effective upon the filing of a certificate thereof with the Securities and Exchange
Commission.

Shares of capital stock issued without par value shall be deemed fully paid and non-
assessable and the holder of such shares shall not be liable to the corporation or to its
creditors in respect thereto: Provided; That shares without par value may not be issued
for a consideration less than the value of five (P5.00) pesos per share: Provided,
further, That the entire consideration received by the corporation for its no-par value
shares shall be treated as capital and shall not be available for distribution as dividends.
A corporation may, furthermore, classify its shares for the purpose of insuring
compliance with constitutional or legal requirements.
Except as otherwise provided in the articles of incorporation and stated in the certificate
of stock, each share shall be equal in all respects to every other share.

Where the articles of incorporation provide for non-voting shares in the cases allowed
by this Code, the holders of such shares shall nevertheless be entitled to vote on the
following matters:

1. Amendment of the articles of incorporation;

2. Adoption and amendment of by-laws;
3. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all
of the corporate property;
4. Incurring, creating or increasing bonded indebtedness;
5. Increase or decrease of capital stock;
6. Merger or consolidation of the corporation with another corporation or other
corporations;
7. Investment of corporate funds in another corporation or business in accordance with
this Code; and
8. Dissolution of the corporation.
Except as provided in the immediately preceding paragraph, the vote necessary to
approve a particular corporate act as provided in this Code shall be deemed to refer
only to stocks with voting rights.

Sec. 7. Founders' shares. - Founders' shares classified as such in the articles of

incorporation may be given certain rights and privileges not enjoyed by the owners of
other stocks, provided that where the exclusive right to vote and be voted for in the
election of directors is granted, it must be for a limited period not to exceed five (5)
years subject to the approval of the Securities and Exchange Commission. The five-
year period shall commence from the date of the aforesaid approval by the Securities
and Exchange Commission.

Sec. 8. Redeemable shares. - Redeemable shares may be issued by the corporation

when expressly so provided in the articles of incorporation. They may be purchased or
taken up by the corporation upon the expiration of a fixed period, regardless of the
existence of unrestricted retained earnings in the books of the corporation, and upon
such other terms and conditions as may be stated in the articles of incorporation, which
terms and conditions must also be stated in the certificate of stock representing said
shares.

Sec. 9. Treasury shares. - Treasury shares are shares of stock which have been
issued and fully paid for, but subsequently reacquired by the issuing corporation by
purchase, redemption, donation or through some other lawful means. Such shares may
again be disposed of for a reasonable price fixed by the board of directors. 

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.

Sec. 11. Corporate term. - A corporation shall exist for a period not exceeding fifty (50)
years from the date of incorporation unless sooner dissolved or unless said period is
extended. The corporate term as originally stated in the articles of incorporation may be
extended for periods not exceeding fifty (50) years in any single instance by an
amendment of the articles of incorporation, in accordance with this Code; Provided,
That no extension can be made earlier than five (5) years prior to the original or
subsequent expiry date(s) unless there are justifiable reasons for an earlier extension
as may be determined by the Securities and Exchange Commission.

Sec. 12. Minimum capital stock required of stock corporations. - Stock corporations

incorporated under this Code shall not be required to have any minimum authorized
capital stock except as otherwise specifically provided for by special law, and subject to
the provisions of the following section.
Sec. 13. Amount of capital stock to be subscribed and paid for the purposes of
incorporation. - At least twenty-five percent (25%) of the authorized capital stock as
stated in the articles of incorporation must be subscribed at the time of incorporation,
and at least twenty-five (25%) per cent of the total subscription must be paid upon
subscription, the balance to be payable on a date or dates fixed in the contract of
subscription without need of call, or in the absence of a fixed date or dates, upon call for
payment by the board of directors: Provided, however, That in no case shall the paid-up
capital be less than five Thousand (P5,000.00) pesos.

Sec. 14. Contents of the articles of incorporation. - All corporations organized under

this code shall file with the Securities and Exchange Commission articles of
incorporation in any of the official languages duly signed and acknowledged by all of the
incorporators, containing substantially the following matters, except as otherwise
prescribed by this Code or by special law:

1. The name of the corporation;

2. The specific purpose or purposes for which the corporation is being incorporated.
Where a corporation has more than one stated purpose, the articles of incorporation
shall state which is the primary purpose and which is/are he secondary purpose or
purposes: Provided, That a non-stock corporation may not include a purpose which
would change or contradict its nature as such;
3. The place where the principal office of the corporation is to be located, which must be
within the Philippines;
4. The term for which the corporation is to exist;
5. The names, nationalities and residences of the incorporators;
6. The number of directors or trustees, which shall not be less than five (5) nor more
than fifteen (15);
7. The names, nationalities and residences of persons who shall act as directors or
trustees until the first regular directors or trustees are duly elected and qualified in
accordance with this Code;
8. If it be a stock corporation, the amount of its authorized capital stock in lawful money
of the Philippines, the number of shares into which it is divided, and in case the share
are par value shares, the par value of each, 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 of the shares are without par value, such fact must be
stated;
9. If it be a non-stock corporation, the amount of its capital, the names, nationalities and
residences of the contributors and the amount contributed by each; and
10. Such other matters as are not inconsistent with law and which the incorporators may
deem necessary and convenient.

The Securities and Exchange Commission shall not accept the articles of incorporation
of any stock corporation unless accompanied by a sworn statement of the Treasurer
elected by the subscribers showing that at least twenty-five (25%) percent of the
authorized capital stock of the corporation has been subscribed, and at least twenty-five
(25%) of the total subscription has been fully paid to him in actual cash and/or in
property the fair valuation of which is equal to at least twenty-five (25%) percent of the
said subscription, such paid-up capital being not less than five thousand (P5,000.00)
pesos.

Sec. 15. Forms of Articles of Incorporation. - Unless otherwise prescribed by special

law, articles of incorporation of all domestic corporations shall comply substantially with
the following form: 
 
ARTICLES OF INCORPORATION
OF
__________________________
(Name of Corporation)
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and a majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a
(stock) (non-stock) corporation under the laws of the Republic of the
Philippines;
AND WE HEREBY CERTIFY:
FIRST: That the name of said corporation shall be
".............................................., INC. or CORPORATION";
SECOND: That the purpose or purposes for which such corporation is
incorporated are: (If there is more than one purpose, indicate primary and
secondary purposes);
THIRD: That the principal office of the corporation is located in the
City/Municipality of............................................, Province
of................................................., Philippines;
FOURTH: That the term for which said corporation is to exist is...............
years from and after the date of issuance of the certificate of incorporation;
FIFTH: That the names, nationalities and residences of the incorporators of
the corporation are as follows:
NAME             NATIONALITY             RESIDENCE
.............................................................................................................
.............................................................................................................
.............................................................................................................
.............................................................................................................
.............................................................................................................
SIXTH: That the number of directors or trustees of the corporation shall
be............; and the names, nationalities and residences of the first directors
or trustees of the corporation are as follows:
NAME             NATIONALITY             RESIDENCE
.............................................................................................................
.............................................................................................................
.............................................................................................................
.............................................................................................................
.............................................................................................................
SEVENTH: That the authorized capital stock of the corporation
is................................................ (P......................) PESOS in lawful money of the
Philippines, divided into.............. shares with the par value
of.................................. (P.......................) Pesos per share.
(In case all the share are without par value):
That the capital stock of the corporation is.......................... shares without
par value. (In case some shares have par value and some are without par
value): That the capital stock of said corporation consists of.......................
shares of which...................... shares are of the par value of.............................
(P.....................) PESOS each, and of which............................... shares are
without par value.
EIGHTH: That at least twenty five (25%) per cent of the authorized capital
stock above stated has been subscribed as follows:
Name of Subscriber Nationality No of Shares Amount
Subscribed Subscribed
..................................................................................................
..................................................................................................
..................................................................................................
..................................................................................................
..................................................................................................
NINTH: That the above-named subscribers have paid at least twenty-five
(25%) percent of the total subscription as follows:
Name of Subscriber Amount Subscribed Total Paid-In
......................................................................................................
......................................................................................................
......................................................................................................
......................................................................................................
......................................................................................................
(Modify Nos. 8 and 9 if shares are with no par value. In case the corporation
is non-stock, Nos. 7, 8 and 9 of the above articles may be modified
accordingly, and it is sufficient if the articles state the amount of capital or
money contributed or donated by specified persons, stating the names,
nationalities and residences of the contributors or donors and the
respective amount given by each.)
TENTH: That...................................... has been elected by the subscribers as
Treasurer of the Corporation to act as such until his successor is duly
elected and qualified in accordance with the by-laws, and that as such
Treasurer, he has been authorized to receive for and in the name and for the
 benefit of the corporation, all subscription (or fees) or contributions or
donations paid or given by the subscribers or members.
ELEVENTH: (Corporations which will engage in any business or activity
reserved for Filipino citizens shall provide the following):
"No transfer of stock or interest which shall reduce the ownership of Filipino
citizens to less than the required percentage of the capital stock as provided
by existing laws shall be allowed or permitted to recorded in the proper
books of the corporation and this restriction shall be indicated in all stock
certificates issued by the corporation."
IN WITNESS WHEREOF, we have hereunto signed these Articles of
Incorporation, this.................. day of............................., 19.......... in the
City/Municipality of......................................., Province
of................................................, Republic of the Philippines.
........................................................................................
........................................................................................
................................................
(Names and signatures of the incorporators)
SIGNED IN THE PRESENCE OF:
........................................................................................
(Notarial Acknowledgment) 
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TREASURER'S AFFIDAVIT
REPUBLIC OF THE PHILIPPINES )
CITY/MUNICIPALITY OF ) S.S.
PROVINCE OF )
I,..................................., being duly sworn, depose and say:
That I have been elected by the subscribers of the corporation as Treasurer
thereof, to act as such until my successor has been duly elected and
qualified in accordance with the by-laws of the corporation, and that as such
Treasurer, I hereby certify under oath that at least 25% of the authorized
capital stock of the corporation has been subscribed and at least 25% of the
total subscription has been paid, and received by me, in cash or property, in
the amount of not less than P5,000.00, in accordance with the Corporation
Code.
.......................................
(Signature of Treasurer)
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of................................. Province of.........................................,
this............ day of........................, 19.......; by........................................... with
Res. Cert. No..................... issued at................ on....................., 19......... 
 
NOTARY PUBLIC
     My commission expires on.........................., 19.......
Doc. No...............;
Page No...............;
Book No..............;
Series of 19..... (7a)

Sec. 16. Amendment of Articles of Incorporation. - Unless otherwise prescribed by

this Code or by special law, and for legitimate purposes, any provision or matter stated
in the articles of incorporation may be amended by a majority vote of the board of
directors or trustees and the vote or written assent of the stockholders representing at
least two-thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal
right of dissenting stockholders in accordance with the provisions of this Code, or the
vote or written assent of at least two-thirds (2/3) of the members if it be a non-stock
corporation.

The original and amended articles together shall contain all provisions required by law
to be set out in the articles of incorporation. Such articles, as amended shall be
indicated by underscoring the change or changes made, and a copy thereof duly
certified under oath by the corporate secretary and a majority of the directors or trustees
stating the fact that said amendment or amendments have been duly approved by the
required vote of the stockholders or members, shall be submitted to the Securities and
Exchange Commission.

The amendments shall take effect upon their approval by the Securities and Exchange
Commission or from the date of filing with the said Commission if not acted upon within
six (6) months from the date of filing for a cause not attributable to the corporation.

Sec. 17. Grounds when articles of incorporation or amendment may be rejected

or disapproved. - The Securities and Exchange Commission may reject the articles of
incorporation or disapprove any amendment thereto if the same is not in compliance
with the requirements of this Code: Provided, That the Commission shall give the
incorporators a reasonable time within which to correct or modify the objectionable
portions of the articles or amendment. The following are grounds for such rejection or
disapproval:
1. That the articles of incorporation or any amendment thereto is not substantially in
accordance with the form prescribed herein;
2. That the purpose or purposes of the corporation are patently unconstitutional, illegal,
immoral, or contrary to government rules and regulations;
3. That the Treasurer's Affidavit concerning the amount of capital stock subscribed
and/or paid if false;
4. That the percentage of ownership of the capital stock to be owned by citizens of the
Philippines has not been complied with as required by existing laws or the Constitution.
No articles of incorporation or amendment to articles of incorporation of banks, banking
and quasi-banking institutions, building and loan associations, trust companies and
other financial intermediaries, insurance companies, public utilities, educational
institutions, and other corporations governed by special laws shall be accepted or
approved by the Commission unless accompanied by a favorable recommendation of
the appropriate government agency to the effect that such articles or amendment is in
accordance with law.

Sec. 18. Corporate name. - No corporate name may be allowed by the Securities and
Exchange Commission if the proposed name is identical or deceptively or confusingly
similar to that of any existing corporation or to any other name already protected by law
or is patently deceptive, confusing or contrary to existing laws. When a change in the
corporate name is approved, the Commission shall issue an amended certificate of
incorporation under the amended name.

Sec. 19. Commencement of corporate existence. - A private corporation formed or

organized under this Code commences to have corporate existence and juridical
personality and is deemed incorporated from the date the Securities and Exchange
Commission issues a certificate of incorporation under its official seal; and thereupon
the incorporators, stockholders/members and their successors shall constitute a body
politic and corporate under the name stated in the articles of incorporation for the period
of time mentioned therein, unless said period is extended or the corporation is sooner
dissolved in accordance with law.

Sec. 20. De facto corporations. - The due incorporation of any corporation claiming in
good faith to be a corporation under this Code, and its right to exercise corporate
powers, shall not be inquired into collaterally in any private suit to which such
corporation may be a party. Such inquiry may be made by the Solicitor General in a quo
warranto proceeding.
Sec. 21. Corporation by estoppel. - All persons who assume to act as a corporation
knowing it to be without authority to do so shall be liable as general partners for all
debts, liabilities and damages incurred or arising as a result thereof: Provided, however,
That when any such ostensible corporation is sued on any transaction entered by it as a
corporation or on any tort committed by it as such, it shall not be allowed to use as a
defense its lack of corporate personality.
On who assumes an obligation to an ostensible corporation as such, cannot resist
performance thereof on the ground that there was in fact no corporation.

Sec. 22. Effects on non-use of corporate charter and continuous inoperation of a

corporation.- If a corporation does not formally organize and commence the
transaction of its business or the construction of its works within two (2) years from the
date of its incorporation, its corporate powers cease and the corporation shall be
deemed dissolved. However, if a corporation has commenced the transaction of its
business but subsequently becomes continuously inoperative for a period of at least five
(5) years, the same shall be a ground for the suspension or revocation of its corporate
franchise or certificate of incorporation.

This provision shall not apply if the failure to organize, commence the transaction of its
businesses or the construction of its works, or to continuously operate is due to causes
beyond the control of the corporation as may be determined by the Securities and
Exchange Commission.

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.

Every director must own at least one (1) share of the capital stock of the corporation of
which he is a director, which share shall stand in his name on the books of the
corporation. Any director who ceases to be the owner of at least one (1) share of the
capital stock of the corporation of which he is a director shall thereby cease to be a
director. Trustees of non-stock corporations must be members thereof. a majority of the
directors or trustees of all corporations organized under this Code must be residents of
the Philippines.

Sec. 24. Election of directors or trustees. - At all elections of directors or trustees,

there must be present, either in person or by representative authorized to act by written
proxy, the owners of a majority of the outstanding capital stock, or if there be no capital
stock, a majority of the members entitled to vote. The election must be by ballot if
requested by any voting stockholder or member. In stock corporations, every
stockholder entitled to vote shall have the right to vote in person or by proxy the number
of shares of stock standing, at the time fixed in the by-laws, in his own name on the
stock books of the corporation, or where the by-laws are silent, at the time of the
election; and said stockholder may vote such number of shares for as many persons as
there are directors to be elected or he may cumulate said shares and give one
candidate as many votes as the number of directors to be elected multiplied by the
number of his shares shall equal, or he may distribute them on the same principle
among as many candidates as he shall see fit: Provided, That the total number of votes
cast by him shall not exceed the number of shares owned by him as shown in the books
of the corporation multiplied by the whole number of directors to be elected: Provided,
however, That no delinquent stock shall be voted. Unless otherwise provided in the
articles of incorporation or in the by-laws, members of corporations which have no
capital stock may cast as many votes as there are trustees to be elected but may not
cast more than one vote for one candidate. Candidates receiving the highest number of
votes shall be declared elected. Any meeting of the stockholders or members called for
an election may adjourn from day to day or from time to time but not sine die or
indefinitely if, for any reason, no election is held, or if there not present or represented
by proxy, at the meeting, the owners of a majority of the outstanding capital stock, or if
there be no capital stock, a majority of the member entitled to vote.

Sec. 25. Corporate officers, quorum. - Immediately after their election, the directors of
a corporation must formally organize by the election of a president, who shall be a
director, a treasurer who may or may not be a director, a secretary who shall be a
resident and citizen of the Philippines, and such other officers as may be provided for in
the by-laws. Any two (2) or more positions may be held concurrently by the same
person, except that no one shall act as president and secretary or as president and
treasurer at the same time.

The directors or trustees and officers to be elected shall perform the duties enjoined on
them by law and the by-laws of the corporation. Unless the articles of incorporation or
the by-laws provide for a greater majority, a majority of the number of directors or
trustees as fixed in the articles of incorporation shall constitute a quorum for the
transaction of corporate business, and every decision of at least a majority of the
directors or trustees present at a meeting at which there is a quorum shall be valid as a
corporate act, except for the election of officers which shall require the vote of a majority
of all the members of the board.

Directors or trustees cannot attend or vote by proxy at board meetings.

Sec. 26. Report of election of directors, trustees and officers. - Within thirty (30)
days after the election of the directors, trustees and officers of the corporation, the
secretary, or any other officer of the corporation, shall submit to the Securities and
Exchange Commission, the names, nationalities and residences of the directors,
trustees, and officers elected. Should a director, trustee or officer die, resign or in any
manner cease to hold office, his heirs in case of his death, the secretary, or any other
officer of the corporation, or the director, trustee or officer himself, shall immediately
report such fact to the Securities and Exchange Commission.

Sec. 27. Disqualification of directors, trustees or officers. - No person convicted by

final judgment of an offense punishable by imprisonment for a period exceeding six (6)
years, or a violation of this Code committed within five (5) years prior to the date of his
election or appointment, shall qualify as a director, trustee or officer of any corporation.
Sec. 28. Removal of directors or trustees. - Any director or trustee of a corporation
may be removed from office by a vote of the stockholders holding or representing at
least two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-
stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote:
Provided, That such removal shall take place either at a regular meeting of the
corporation or at a special meeting called for the purpose, and in either case, after
previous notice to stockholders or members of the corporation of the intention to
propose such removal at the meeting. A special meeting of the stockholders or
members of a corporation for the purpose of removal of directors or trustees, or any of
them, must be called by the secretary on order of the president or on the written
demand of the stockholders representing or holding at least a majority of the
outstanding capital stock, or, if it be a non-stock corporation, on the written demand of a
majority of the members entitled to vote. Should the secretary fail or refuse to call the
special meeting upon such demand or fail or refuse to give the notice, or if there is no
secretary, the call for the meeting may be addressed directly to the stockholders or
members by any stockholder or member of the corporation signing the demand. Notice
of the time and place of such meeting, as well as of the intention to propose such
removal, must be given by publication or by written notice prescribed in this Code.
Removal may be with or without cause: Provided, That removal without cause may not
be used to deprive minority stockholders or members of the right of representation to
which they may be entitled under Section 24 of this Code.

Sec. 29. Vacancies in the office of director or trustee. - Any vacancy occurring in the
board of directors or trustees other than by removal by the stockholders or members or
by expiration of term, may be filled by the vote of at least a majority of the remaining
directors or trustees, if still constituting a quorum; otherwise, said vacancies must be
filled by the stockholders in a regular or special meeting called for that purpose. A
director or trustee so elected to fill a vacancy shall be elected only or the unexpired term
of his predecessor in office.

A directorship or trusteeship to be filled by reason of an increase in the number of

directors or trustees shall be filled only by an election at a regular or at a special
meeting of stockholders or members duly called for the purpose, or in the same meeting
authorizing the increase of directors or trustees if so stated in the notice of the meeting.

Sec. 30. Compensation of directors. - In the absence of any provision in the by-laws
fixing their compensation, the directors shall not receive any compensation, as such
directors, except for reasonable pre diems: Provided, however, That any such
compensation other than per diems may be granted to directors by the vote of the
stockholders representing at least a majority of the outstanding capital stock at a regular
or special stockholders' meeting. In no case shall the total yearly compensation of
directors, as such directors, exceed ten (10%) percent of the net income before income
tax of the corporation during the preceding year.

Sec. 31. Liability of directors, trustees or officers. - Directors or trustees who willfully
and knowingly vote for or assent to patently unlawful acts of the corporation or who are
guilty of gross negligence or bad faith in directing the affairs of the corporation or
acquire any personal or pecuniary interest in conflict with their duty as such directors or
trustees shall be liable jointly and severally for all damages resulting therefrom suffered
by the corporation, its stockholders or members and other persons.

When a director, trustee or officer attempts to acquire or acquires, in violation of his

duty, any interest adverse to the corporation in respect of any matter which has been
reposed in him in confidence, as to which equity imposes a disability upon him to deal in
his own behalf, he shall be liable as a trustee for the corporation and must account for
the profits which otherwise would have accrued to the corporation.

Sec. 32. Dealings of directors, trustees or officers with the corporation. - A

contract of the corporation with one or more of its directors or trustees or officers is
voidable, at the option of such corporation, unless all the following conditions are
present:

1. That the presence of such director or trustee in the board meeting in which the
contract was approved was not necessary to constitute a quorum for such meeting;

2. That the vote of such director or trustee was nor necessary for the approval of the
contract;

3. That the contract is fair and reasonable under the circumstances; and

4. That in case of an officer, the contract has been previously authorized by the board of
directors.

Where any of the first two conditions set forth in the preceding paragraph is absent, in
the case of a contract with a director or trustee, such contract may be ratified by the
vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital
stock or of at least two-thirds (2/3) of the members in a meeting called for the purpose:
Provided, That full disclosure of the adverse interest of the directors or trustees involved
is made at such meeting: Provided, however, That the contract is fair and reasonable
under the circumstances.

Sec. 33. Contracts between corporations with interlocking directors. - Except in

cases of fraud, and provided the contract is fair and reasonable under the
circumstances, a contract between two or more corporations having interlocking
directors shall not be invalidated on that ground alone: Provided, That if the interest of
the interlocking director in one corporation is substantial and his interest in the other
corporation or corporations is merely nominal, he shall be subject to the provisions of
the preceding section insofar as the latter corporation or corporations are concerned.

Stockholdings exceeding twenty (20%) percent of the outstanding capital stock shall be
considered substantial for purposes of interlocking directors.

Sec. 34. Disloyalty of a director. - Where a director, by virtue of his office, acquires for
himself a business opportunity which should belong to the corporation, thereby
obtaining profits to the prejudice of such corporation, he must account to the latter for all
such profits by refunding the same, unless his act has been ratified by a vote of the
stockholders owning or representing at least two-thirds (2/3) of the outstanding capital
stock. This provision shall be applicable, notwithstanding the fact that the director risked
his own funds in the venture.

Sec. 35. Executive committee. - The by-laws of a corporation may create an executive
committee, composed of not less than three members of the board, to be appointed by
the board. Said committee may act, by majority vote of all its members, on such specific
matters within the competence of the board, as may be delegated to it in the by-laws or
on a majority vote of the board, except with respect to: (1) approval of any action for
which shareholders' approval is also required; (2) the filing of vacancies in the board; (3)
the amendment or repeal of by-laws or the adoption of new by-laws; (4) the amendment
or repeal of any resolution of the board which by its express terms is not so amendable
or repealable; and (5) a distribution of cash dividends to the shareholders.

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;

3. To adopt and use a corporate seal;

4. To amend its articles of incorporation in accordance with the provisions of this Code;

5. To adopt by-laws, not contrary to law, morals, or public policy, and to amend or
repeal the same in accordance with this Code;
6. In case of stock corporations, to issue or sell stocks to subscribers and to sell stocks
to subscribers and to sell treasury stocks in accordance with the provisions of this Code;
and to admit members to the corporation if it be a non-stock corporation;

7. To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage and
otherwise deal with such real and personal property, including securities and bonds of
other corporations, 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 or consolidation with other corporations as provided in this

Code;

9. To make reasonable donations, including those for the public welfare or for hospital,
charitable, cultural, scientific, civic, or similar purposes: Provided, That no corporation,
domestic or foreign, shall give donations in aid of any political party or candidate or for
purposes of partisan political activity;

10. To establish pension, retirement, and other plans for the benefit of its directors,
trustees, officers and employees; and

11. To exercise such other powers as may be essential or necessary to carry out its
purpose or purposes as stated in the articles of incorporation.

Sec. 37. Power to extend or shorten corporate term. - A private corporation may
extend or shorten its term as stated in the articles of incorporation when approved by a
majority vote of the board of directors or trustees and ratified at a meeting by the
stockholders representing at least two-thirds (2/3) of the outstanding capital stock or by
at least two-thirds (2/3) of the members in case of non-stock corporations. Written
notice of the proposed action and of the time and place of the meeting shall be
addressed to each stockholder or member at his place of residence as shown on the
books of the corporation and deposited to the addressee in the post office with postage
prepaid, or served personally: Provided, That in case of extension of corporate term,
any dissenting stockholder may exercise his appraisal right under the conditions
provided in this code. (n)

Sec. 38. Power to increase or decrease capital stock; incur, create or increase
bonded indebtedness. - No corporation shall increase or decrease its capital stock or
incur, create or increase any bonded indebtedness unless approved by a majority vote
of the board of directors and, at a stockholder's meeting duly called for the purpose,
two-thirds (2/3) of the outstanding capital stock shall favor the increase or diminution of
the capital stock, or the incurring, creating or increasing of any bonded indebtedness.
Written notice of the proposed increase or diminution of the capital stock or of the
incurring, creating, or increasing of any bonded indebtedness and of the time and place
of the stockholder's meeting at which the proposed increase or diminution of the capital
stock or the incurring or increasing of any bonded indebtedness is to be considered,
must be addressed to each stockholder at his place of residence as shown on the
books of the corporation and deposited to the addressee in the post office with postage
prepaid, or served personally.

A certificate in duplicate must be signed by a majority of the directors of the corporation

and countersigned by the chairman and the secretary of the stockholders' meeting,
setting forth:

(1) That the requirements of this section have been complied with;

(2) The amount of the increase or diminution of the capital stock;

(3) If an increase of the capital stock, the amount of capital stock or number of shares of
no-par stock thereof actually subscribed, the names, nationalities and residences of the
persons subscribing, the amount of capital stock or number of no-par stock subscribed
by each, and the amount paid by each on his subscription in cash or property, or the
amount of capital stock or number of shares of no-par stock allotted to each stock-
holder if such increase is for the purpose of making effective stock dividend therefor
authorized;

(4) Any bonded indebtedness to be incurred, created or increased;

(5) The actual indebtedness of the corporation on the day of the meeting;

(6) The amount of stock represented at the meeting; and

(7) The vote authorizing the increase or diminution of the capital stock, or the incurring,
creating or increasing of any bonded indebtedness.

Any increase or decrease in the capital stock or the incurring, creating or increasing of
any bonded indebtedness shall require prior approval of the Securities and Exchange
Commission.

One of the duplicate certificates shall be kept on file in the office of the corporation and
the other shall be filed with the Securities and Exchange Commission and attached to
the original articles of incorporation. From and after approval by the Securities and
Exchange Commission and the issuance by the Commission of its certificate of filing,
the capital stock shall stand increased or decreased and the incurring, creating or
increasing of any bonded indebtedness authorized, as the certificate of filing may
declare: Provided, That the Securities and Exchange Commission shall not accept for
filing any certificate of increase of capital stock unless accompanied by the 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 (25%) percent of such increased
capital stock has been subscribed and that at least twenty-five (25%) percent of the
amount subscribed has been paid either in actual cash to the corporation or that there
has been transferred to the corporation property the valuation of which is equal to
twenty-five (25%) percent of the subscription: Provided, further, That no decrease of the
capital stock shall be approved by the Commission if its effect shall prejudice the rights
of corporate creditors.

Non-stock corporations may incur or create bonded indebtedness, or increase the

same, with the approval by a majority vote of the board of trustees and of at least two-
thirds (2/3) of the members in a meeting duly called for the purpose.

Bonds issued by a corporation shall be registered with the Securities and Exchange
Commission, which shall have the authority to determine the sufficiency of the terms
thereof. (17a)

Sec. 39. Power to deny pre-emptive right. - All stockholders of a stock corporation
shall enjoy pre-emptive right to subscribe to all issues or disposition of shares of any
class, in proportion to their respective shareholdings, unless such right is denied by the
articles of incorporation or an amendment thereto: Provided, That such pre-emptive
right shall not extend to shares to be issued in compliance with laws requiring stock
offerings or minimum stock ownership by the public; or to shares to be issued in good
faith with the approval of the stockholders representing two-thirds (2/3) of the
outstanding capital stock, in exchange for property needed for corporate purposes or in
payment of a previously contracted debt.

Sec. 40. Sale or other disposition of assets. - Subject to the provisions of existing
laws on illegal combinations and monopolies, a corporation may, by a majority vote of
its board of directors or trustees, sell, lease, exchange, mortgage, pledge or otherwise
dispose of all or substantially all of its property and assets, including its goodwill, upon
such terms and conditions and for such consideration, which may be money, stocks,
bonds or other instruments for the payment of money or other property or consideration,
as its board of directors or trustees may deem expedient, when authorized by the vote
of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock,
or in case of non-stock corporation, by the vote of at least to two-thirds (2/3) of the
members, in a stockholder's or member's meeting duly called for the purpose. Written
notice of the proposed action and of the time and place of the meeting shall be
addressed to each stockholder or member at his place of residence as shown on the
books of the corporation and deposited to the addressee in the post office with postage
prepaid, or served personally: Provided, That any dissenting stockholder may exercise
his appraisal right under the conditions provided in this Code.
A sale or other disposition shall be deemed to cover substantially all the corporate
property and assets if thereby the corporation would be rendered incapable of
continuing the business or accomplishing the purpose for which it was incorporated.

After such authorization or approval by the stockholders or members, the board of

directors or trustees may, nevertheless, in its discretion, abandon such sale, lease,
exchange, mortgage, pledge or other disposition of property and assets, subject to the
rights of third parties under any contract relating thereto, without further action or
approval by the stockholders or members.

Nothing in this section is intended to restrict the power of any corporation, without the
authorization by the stockholders or members, to sell, lease, exchange, mortgage,
pledge or otherwise dispose of any of its property and assets if the same is necessary in
the usual and regular course of business of said corporation or if the proceeds of the
sale or other disposition of such property and assets be appropriated for the conduct of
its remaining business.

In non-stock corporations where there are no members with voting rights, the vote of at
least a majority of the trustees in office will be sufficient authorization for the corporation
to enter into any transaction authorized by this section. (28 1/2a)

Sec. 41. Power to acquire own shares. - A stock corporation shall have the power to
purchase or acquire its own shares for a legitimate corporate purpose or purposes,
including but not limited to the following cases: Provided, That the corporation has
unrestricted retained earnings in its books to cover the shares to be purchased or
acquired:

1. To eliminate fractional shares arising out of stock dividends;

2. To collect or compromise an indebtedness to the corporation, arising out of unpaid

subscription, in a delinquency sale, and to purchase delinquent shares sold during said
sale; and

3. To pay dissenting or withdrawing stockholders entitled to payment for their shares

under the provisions of this Code. (n)

Sec. 42. Power to invest corporate funds in another corporation or business or

for any other purpose. - Subject to the provisions of this Code, a private corporation
may invest its funds in any other corporation or business or for any purpose other than
the primary purpose for which it was organized when approved by a majority of the
board of directors or trustees and ratified by the stockholders representing at least two-
thirds (2/3) of the outstanding capital stock, or by at least two thirds (2/3) of the
members in the case of non-stock corporations, at a stockholder's or member's meeting
duly called for the purpose. Written notice of the proposed investment and the time and
place of the meeting shall be addressed to each stockholder or member at his place of
residence as shown on the books of the corporation and deposited to the addressee in
the post office with postage prepaid, or served personally: Provided, That any
dissenting stockholder shall have appraisal right as provided in this Code: Provided,
however, That where the investment by the corporation is reasonably necessary to
accomplish its primary purpose as stated in the articles of incorporation, the approval of
the stockholders or members shall not be necessary. (17 1/2a)

Sec. 43. Power to declare dividends. - The board of directors of a stock corporation
may declare dividends out of the unrestricted retained earnings which shall be payable
in cash, in property, or in stock to all stockholders on the basis of outstanding stock held
by them: Provided, That any cash dividends due on delinquent stock shall first be
applied to the unpaid balance on the subscription plus costs and expenses, while stock
dividends shall be withheld from the delinquent stockholder until his unpaid subscription
is fully paid: Provided, further, That no stock dividend shall be issued without the
approval of stockholders representing not less than two-thirds (2/3) of the outstanding
capital stock at a regular or special meeting duly called for the purpose. (16a)

Stock corporations are prohibited from retaining surplus profits in excess of one
hundred (100%) percent of their paid-in capital stock, except: (1) when justified by
definite corporate expansion projects or programs approved by the board of directors; or
(2) when the corporation is prohibited under any loan agreement with any financial
institution or creditor, whether local or foreign, from declaring dividends without its/his
consent, and such consent has not yet been secured; or (3) when it can be clearly
shown that such retention is necessary under special circumstances obtaining in the
corporation, such as when there is need for special reserve for probable contingencies.
(n)

Sec. 44. Power to enter into management contract. - No corporation shall conclude a
management contract with another corporation unless such contract shall have been
approved by the board of directors and by stockholders owning at least the majority of
the outstanding capital stock, or by at least a majority of the members in the case of a
non-stock corporation, of both the managing and the managed corporation, at a meeting
duly called for the purpose: Provided, That (1) where a stockholder or stockholders
representing the same interest of both the managing and the managed corporations
own or control more than one-third (1/3) of the total outstanding capital stock entitled to
vote of the managing corporation; or (2) where a majority of the members of the board
of directors of the managing corporation also constitute a majority of the members of the
board of directors of the managed corporation, then the management contract must be
approved by the stockholders of the managed corporation owning at least two-thirds
(2/3) of the total outstanding capital stock entitled to vote, or by at least two-thirds (2/3)
of the members in the case of a non-stock corporation. No management contract shall
be entered into for a period longer than five years for any one term.

The provisions of the next preceding paragraph shall apply to any contract whereby a
corporation undertakes to manage or operate all or substantially all of the business of
another corporation, whether such contracts are called service contracts, operating
agreements or otherwise: Provided, however, That such service contracts or operating
agreements which relate to the exploration, development, exploitation or utilization of
natural resources may be entered into for such periods as may be provided by the
pertinent laws or regulations. (n)

Sec. 45. Ultra vires acts of corporations. - No corporation under this Code shall
possess or exercise any corporate powers except those conferred by this Code or by its
articles of incorporation and except such as are necessary or incidental to the exercise
of the powers so conferred. (n)

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.

Notwithstanding the provisions of the preceding paragraph, by-laws may be adopted

and filed prior to incorporation; in such case, such by-laws shall be approved and
signed by all the incorporators and submitted to the Securities and Exchange
Commission, together with the articles of incorporation.

In all cases, by-laws shall be effective only upon the issuance by the Securities and
Exchange Commission of a certification that the by-laws are not inconsistent with this
Code.
The Securities and Exchange Commission shall not accept for filing the by-laws or any
amendment thereto of any bank, banking institution, building and loan association, trust
company, insurance company, public utility, educational institution or other special
corporations governed by special laws, unless accompanied by a certificate of the
appropriate government agency to the effect that such by-laws or amendments are in
accordance with law. (20a)

Sec. 47. Contents of by-laws. - Subject to the provisions of the Constitution, this Code,
other special laws, and the articles of incorporation, a private corporation may provide in
its by-laws for:

1. The time, place and manner of calling and conducting regular or special meetings of
the directors or trustees;

2. The time and manner of calling and conducting regular or special meetings of the
stockholders or members;

3. The required quorum in meetings of stockholders or members and the manner of

voting therein;

4. The form for proxies of stockholders and members and the manner of voting them;

5. The qualifications, duties and compensation of directors or trustees, officers and

employees;

6. The time for holding the annual election of directors of trustees and the mode or
manner of giving notice thereof;

7. The manner of election or appointment and the term of office of all officers other than
directors or trustees;

8. The penalties for violation of the by-laws;

9. In the case of stock corporations, the manner of issuing stock certificates; and

10. Such other matters as may be necessary for the proper or convenient transaction of
its corporate business and affairs. (21a)

Sec. 48. Amendments to by-laws. - The board of directors or trustees, by a majority

vote thereof, and the owners of at least a majority of the outstanding capital stock, or at
least a majority of the members of a non-stock corporation, at a regular or special
meeting duly called for the purpose, may amend or repeal any by-laws or adopt new by-
laws. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3)
of the members in a non-stock corporation may delegate to the board of directors or
trustees the power to amend or repeal any by-laws or adopt new by-laws: Provided,
That any power delegated to the board of directors or trustees to amend or repeal any
by-laws or adopt new by-laws shall be considered as revoked whenever stockholders
owning or representing a majority of the outstanding capital stock or a majority of the
members in non-stock corporations, shall so vote at a regular or special meeting.

Whenever any amendment or new by-laws are adopted, such amendment or new by-
laws shall be attached to the original by-laws in the office of the corporation, and a copy
thereof, duly certified under oath by the corporate secretary and a majority of the
directors or trustees, shall be filed with the Securities and Exchange Commission the
same to be attached to the original articles of incorporation and original by-laws.

The amended or new by-laws shall only be effective upon the issuance by the
Securities and Exchange Commission of a certification that the same are not
inconsistent with this Code. (22a and 23a)

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.

Notice of any meeting may be waived, expressly or impliedly, by any stockholder or

member.

Whenever, for any cause, there is no person authorized to call a meeting, the
Secretaries and Exchange Commission, upon petition of a stockholder or member on a
showing of good cause therefor, may issue an order to the petitioning stockholder or
member directing him to call a meeting of the corporation by giving proper notice
required by this Code or by the by-laws. The petitioning stockholder or member shall
preside thereat until at least a majority of the stockholders or members present have
been chosen one of their number as presiding officer. (24, 26)

Sec. 51. Place and time of meetings of stockholders or members. - Stockholders' or

members' meetings, whether regular or special, shall be held in the city or municipality
where the principal office of the corporation is located, and if practicable in the principal
office of the corporation: Provided, That Metro Manila shall, for purposes of this section,
be considered a city or municipality.

Notice of meetings shall be in writing, and the time and place thereof stated therein.

All proceedings had and any business transacted at any meeting of the stockholders or
members, if within the powers or authority of the corporation, shall be valid even if the
meeting be improperly held or called, provided all the stockholders or members of the
corporation are present or duly represented at the meeting. (24 and 25)

Sec. 52. Quorum in meetings. - Unless otherwise provided for in this Code or in the
by-laws, a quorum shall consist of the stockholders representing a majority of the
outstanding capital stock or a majority of the members in the case of non-stock
corporations. (n)

Sec. 53. Regular and special meetings of directors or trustees. - Regular meetings
of the board of directors or trustees of every corporation shall be held monthly, unless
the by-laws provide otherwise.

Special meetings of the board of directors or trustees may be held at any time upon the
call of the president or as provided in the by-laws.

Meetings of directors or trustees of corporations may be held anywhere in or outside of

the Philippines, unless the by-laws provide otherwise. Notice of regular or special
meetings stating the date, time and place of the meeting must be sent to every director
or trustee at least one (1) day prior to the scheduled meeting, unless otherwise provided
by the by-laws. A director or trustee may waive this requirement, either expressly or
impliedly. (n)

Sec. 54. Who shall preside at meetings. - The president shall preside at all meetings
of the directors or trustee as well as of the stockholders or members, unless the by-laws
provide otherwise. (n)

Sec. 55. Right to vote of pledgors, mortgagors, and administrators. - In case of

pledged or mortgaged shares in stock corporations, the pledgor or mortgagor shall have
the right to attend and vote at meetings of stockholders, unless the pledgee or
mortgagee is expressly given by the pledgor or mortgagor such right in writing which is
recorded on the appropriate corporate books. (n)
Executors, administrators, receivers, and other legal representatives duly appointed by
the court may attend and vote in behalf of the stockholders or members without need of
any written proxy. (27a)

Sec. 56. Voting in case of joint ownership of stock. - In case of shares of stock
owned jointly by two or more persons, in order to vote the same, the consent of all the
co-owners shall be necessary, unless there is a written proxy, signed by all the co-
owners, authorizing one or some of them or any other person to vote such share or
shares: Provided, That when the shares are owned in an "and/or" capacity by the
holders thereof, any one of the joint owners can vote said shares or appoint a proxy
therefor. (n)

Sec. 57. Voting right for treasury shares. - Treasury shares shall have no voting right
as long as such shares remain in the Treasury. (n)

Sec. 58. Proxies. - Stockholders and members may vote in person or by proxy in all
meetings of stockholders or members. Proxies shall in writing, signed by the
stockholder or member and filed before the scheduled meeting with the corporate
secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting
for which it is intended. No proxy shall be valid and effective for a period longer than five
(5) years at any one time. (n)

Sec. 59. Voting trusts. - One or more stockholders of a stock corporation may create a
voting trust for the purpose of conferring upon a trustee or trustees the right to vote and
other rights pertaining to the shares for a period not exceeding five (5) years at any
time: Provided, That in the case of a voting trust specifically required as a condition in a
loan agreement, said voting trust may be for a period exceeding five (5) years but shall
automatically expire upon full payment of the loan. A voting trust agreement must be in
writing and notarized, and shall specify the terms and conditions thereof. A certified
copy of such agreement shall be filed with the corporation and with the Securities and
Exchange Commission; otherwise, said agreement is ineffective and unenforceable.
The certificate or certificates of stock covered by the voting trust agreement shall be
canceled and new ones shall be issued in the name of the trustee or trustees stating
that they are issued pursuant to said agreement. In the books of the corporation, it shall
be noted that the transfer in the name of the trustee or trustees is made pursuant to said
voting trust agreement.

The trustee or trustees shall execute and deliver to the transferors voting trust
certificates, which shall be transferable in the same manner and with the same effect as
certificates of stock.

The voting trust agreement filed with the corporation shall be subject to examination by
any stockholder of the corporation in the same manner as any other corporate book or
record: Provided, That both the transferor and the trustee or trustees may exercise the
right of inspection of all corporate books and records in accordance with the provisions
of this Code.

Any other stockholder may transfer his shares to the same trustee or trustees upon the
terms and conditions stated in the voting trust agreement, and thereupon shall be bound
by all the provisions of said agreement.

No voting trust agreement shall be entered into for the purpose of circumventing the law
against monopolies and illegal combinations in restraint of trade or used for purposes of
fraud.

Unless expressly renewed, all rights granted in a voting trust agreement shall
automatically expire at the end of the agreed period, and the voting trust certificates as
well as the certificates of stock in the name of the trustee or trustees shall thereby be
deemed canceled and new certificates of stock shall be reissued in the name of the
transferors.

The voting trustee or trustees may vote by proxy unless the agreement provides
otherwise. (36a)

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.

The records of all business transactions of the corporation and the minutes of any
meetings shall be open to inspection by any director, trustee, stockholder or member of
the corporation at reasonable hours on business days and he may demand, writing, for
a copy of excerpts from said records or minutes, at his expense.
Any officer or agent of the corporation who shall refuse to allow any director, trustees,
stockholder or member of the corporation to examine and copy excerpts from its
records or minutes, in accordance with the provisions of this Code, shall be liable to
such director, trustee, stockholder or member for damages, and in addition, shall be
guilty of an offense which shall be punishable under Section 144 of this Code: Provided,
That if such refusal is made pursuant to a resolution or order of the board of directors or
trustees, the liability under this section for such action shall be imposed upon the
directors or trustees who voted for such refusal: and Provided, further, That it shall be a
defense to any action under this section that the person demanding to examine and
copy excerpts from the corporation's records and minutes has improperly used any
information secured through any prior examination of the records or minutes of such
corporation or of any other corporation, or was not acting in good faith or for a legitimate
purpose in making his demand.

Stock corporations must also keep a book to be known as the "stock and transfer book",
in which must be kept a record of all stocks in the names of the stockholders
alphabetically arranged; the installments paid and unpaid on all stock for which
subscription has been made, and the date of payment of any installment; a statement of
every alienation, sale or transfer of stock made, the date thereof, and by and to whom
made; and such other entries as the by-laws may prescribe. The stock and transfer
book shall be kept in the principal office of the corporation or in the office of its stock
transfer agent and shall be open for inspection by any director or stockholder of the
corporation at reasonable hours on business days.

No stock transfer agent or one engaged principally in the business of registering

transfers of stocks in behalf of a stock corporation shall be allowed to operate in the
Philippines unless he secures a license from the Securities and Exchange Commission
and pays a fee as may be fixed by the Commission, which shall be renewable annually:
Provided, That a stock corporation is not precluded from performing or making transfer
of its own stocks, in which case all the rules and regulations imposed on stock transfer
agents, except the payment of a license fee herein provided, shall be applicable. (51a
and 32a; B. P. No. 268.)

Sec. 75. Right to financial statements. - Within ten (10) days from receipt of a written
request of any stockholder or member, the corporation shall furnish to him its most
recent financial statement, which shall include a balance sheet as of the end of the last
taxable year and a profit or loss statement for said taxable year, showing in reasonable
detail its assets and liabilities and the result of its operations.

At the regular meeting of stockholders or members, the board of directors or trustees

shall present to such stockholders or members a financial report of the operations of the
corporation for the preceding year, which shall include financial statements, duly signed
and certified by an independent certified public accountant.

However, if the paid-up capital of the corporation is less than P50,000.00, the financial
statements may be certified under oath by the treasurer or any responsible officer of the
corporation. (n)

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:

1. The names of the corporations proposing to merge or consolidate, hereinafter

referred to as the constituent corporations;

2. The terms of the merger or consolidation and the mode of carrying the same into
effect;

3. A statement of the changes, if any, in the articles of incorporation of the surviving

corporation in case of merger; and, with respect to the consolidated corporation in case
of consolidation, all the statements required to be set forth in the articles of
incorporation for corporations organized under this Code; and

4. Such other provisions with respect to the proposed merger or consolidation as are
deemed necessary or desirable. (n)

Sec. 77. Stockholder's or member's approval. - Upon approval by majority vote of

each of the board of directors or trustees of the constituent corporations of the plan of
merger or consolidation, the same shall be submitted for approval by the stockholders
or members of each of such corporations at separate corporate meetings duly called for
the purpose. Notice of such meetings shall be given to all stockholders or members of
the respective corporations, at least two (2) weeks prior to the date of the meeting,
either personally or by registered mail. Said notice shall state the purpose of the
meeting and shall include a copy or a summary of the plan of merger or consolidation.
The affirmative vote of stockholders representing at least two-thirds (2/3) of the
outstanding capital stock of each corporation in the case of stock corporations or at
least two-thirds (2/3) of the members in the case of non-stock corporations shall be
necessary for the approval of such plan. Any dissenting stockholder in stock
corporations may exercise his appraisal right in accordance with the Code: Provided,
That if after the approval by the stockholders of such plan, the board of directors
decides to abandon the plan, the appraisal right shall be extinguished.

Any amendment to the plan of merger or consolidation may be made, provided such
amendment is approved by majority vote of the respective boards of directors or
trustees of all the constituent corporations and ratified by the affirmative vote of
stockholders representing at least two-thirds (2/3) of the outstanding capital stock or of
two-thirds (2/3) of the members of each of the constituent corporations. Such plan,
together with any amendment, shall be considered as the agreement of merger or
consolidation. (n)

Sec. 78. Articles of merger or consolidation. - After the approval by the stockholders
or members as required by the preceding section, articles of merger or articles of
consolidation shall be executed by each of the constituent corporations, to be signed by
the president or vice-president and certified by the secretary or assistant secretary of
each corporation setting forth:

1. The plan of the merger or the plan of consolidation;

2. As to stock corporations, the number of shares outstanding, or in the case of non-

stock corporations, the number of members; and

3. As to each corporation, the number of shares or members voting for and against such
plan, respectively. (n)

Sec. 79. Effectivity of merger or consolidation. - The articles of merger or of

consolidation, signed and certified as herein above required, shall be submitted to the
Securities and Exchange Commission in quadruplicate for its approval: Provided, That
in the case of merger or consolidation of banks or banking institutions, building and loan
associations, trust companies, insurance companies, public utilities, educational
institutions and other special corporations governed by special laws, the favorable
recommendation of the appropriate government agency shall first be obtained. If the
Commission is satisfied that the merger or consolidation of the corporations concerned
is not inconsistent with the provisions of this Code and existing laws, it shall issue a
certificate of merger or of consolidation, at which time the merger or consolidation shall
be effective.

If, upon investigation, the Securities and Exchange Commission has reason to believe
that the proposed merger or consolidation is contrary to or inconsistent with the
provisions of this Code or existing laws, it shall set a hearing to give the corporations
concerned the opportunity to be heard. Written notice of the date, time and place of
hearing shall be given to each constituent corporation at least two (2) weeks before said
hearing. The Commission shall thereafter proceed as provided in this Code. (n)

Sec. 80. Effects or merger or consolidation. - The merger or consolidation shall have
the following effects:

1. The constituent corporations shall become a single corporation which, in case of

merger, shall be the surviving corporation designated in the plan of merger; and, in case
of consolidation, shall be the consolidated corporation designated in the plan of
consolidation;

2. The separate existence of the constituent corporations shall cease, except that of the
surviving or the consolidated corporation;

3. The surviving or the consolidated corporation shall possess all the rights, privileges,
immunities and powers and shall be subject to all the duties and liabilities of a
corporation organized under this Code;

4. The surviving or the consolidated corporation shall thereupon and thereafter possess
all the rights, privileges, immunities and franchises of each of the constituent
corporations; and all property, real or personal, and all receivables due on whatever
account, including subscriptions to shares and other choses in action, and all and every
other interest of, or belonging to, or due to each constituent corporation, shall be
deemed transferred to and vested in such surviving or consolidated corporation without
further act or deed; and

5. The surviving or consolidated corporation shall be responsible and liable for all the
liabilities and obligations of each of the constituent corporations in the same manner as
if such surviving or consolidated corporation had itself incurred such liabilities or
obligations; and any pending claim, action or proceeding brought by or against any of
such constituent corporations may be prosecuted by or against the surviving or
consolidated corporation. The rights of creditors or liens upon the property of any of
such constituent corporations shall not be impaired by such merger or consolidation. (n)

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;

2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all
or substantially all of the corporate property and assets as provided in the Code; and

3. In case of merger or consolidation. (n)

Sec. 82. How right is exercised. - The appraisal right may be exercised by any
stockholder who shall have voted against the proposed corporate action, by making a
written demand on the corporation within thirty (30) days after the date on which the
vote was taken for payment of the fair value of his shares: Provided, That failure to
make the demand within such period shall be deemed a waiver of the appraisal right. If
the proposed corporate action is implemented or affected, the corporation shall pay to
such stockholder, upon surrender of the certificate or certificates of stock representing
his shares, the fair value thereof as of the day prior to the date on which the vote was
taken, excluding any appreciation or depreciation in anticipation of such corporate
action.

If within a period of sixty (60) days from the date the corporate action was approved by
the stockholders, the withdrawing stockholder and the corporation cannot agree on the
fair value of the shares, it shall be determined and appraised by three (3) disinterested
persons, one of whom shall be named by the stockholder, another by the corporation,
and the third by the two thus chosen. The findings of the majority of the appraisers shall
be final, and their award shall be paid by the corporation within thirty (30) days after
such award is made: Provided, That no payment shall be made to any dissenting
stockholder unless the corporation has unrestricted retained earnings in its books to
cover such payment: and Provided, further, That upon payment by the corporation of
the agreed or awarded price, the stockholder shall forthwith transfer his shares to the
corporation. (n)

Sec. 83. Effect of demand and termination of right. - From the time of demand for
payment of the fair value of a stockholder's shares until either the abandonment of the
corporate action involved or the purchase of the said shares by the corporation, all
rights accruing to such shares, including voting and dividend rights, shall be suspended
in accordance with the provisions of this Code, except the right of such stockholder to
receive payment of the fair value thereof: Provided, That if the dissenting stockholder is
not paid the value of his shares within 30 days after the award, his voting and dividend
rights shall immediately be restored. (n)

Sec. 84. When right to payment ceases. - No demand for payment under this Title
may be withdrawn unless the corporation consents thereto. If, however, such demand
for payment is withdrawn with the consent of the corporation, or if the proposed
corporate action is abandoned or rescinded by the corporation or disapproved by the
Securities and Exchange Commission where such approval is necessary, or if the
Securities and Exchange Commission determines that such stockholder is not entitled
to the appraisal right, then the right of said stockholder to be paid the fair value of his
shares shall cease, his status as a stockholder shall thereupon be restored, and all
dividend distributions which would have accrued on his shares shall be paid to him. (n)

Sec. 85. Who bears costs of appraisal. - The costs and expenses of appraisal shall
be borne by the corporation, unless the fair value ascertained by the appraisers is
approximately the same as the price which the corporation may have offered to pay the
stockholder, in which case they shall be borne by the latter. In the case of an action to
recover such fair value, all costs and expenses shall be assessed against the
corporation, unless the refusal of the stockholder to receive payment was unjustified. (n)

Sec. 86. Notation on certificates; rights of transferee. - Within ten (10) days after
demanding payment for his shares, a dissenting stockholder shall submit the certificates
of stock representing his shares to the corporation for notation thereon that such shares
are dissenting shares. His failure to do so shall, at the option of the corporation,
terminate his rights under this Title. If shares represented by the certificates bearing
such notation are transferred, and the certificates consequently canceled, the rights of
the transferor as a dissenting stockholder under this Title shall cease and the transferee
shall have all the rights of a regular stockholder; and all dividend distributions which
would have accrued on such shares shall be paid to the transferee. (n)

TITLE XI

NON-STOCK CORPORATIONS

Sec. 87. Definition. - For the purposes of this Code, a non-stock corporation is one
where no part of its income is distributable as dividends to its members, trustees, or
officers, subject to the provisions of this Code on dissolution: Provided, That any profit
which a non-stock corporation may obtain as an incident to its operations shall,
whenever necessary or proper, be used for the furtherance of the purpose or purposes
for which the corporation was organized, subject to the provisions of this Title.

The provisions governing stock corporation, when pertinent, shall be applicable to non-
stock corporations, except as may be covered by specific provisions of this Title. (n)
 Sec. 88. Purposes. - Non-stock corporations may be formed or organized for
charitable, religious, educational, professional, cultural, fraternal, literary, scientific,
social, civic service, or similar purposes, like trade, industry, agricultural and like
chambers, or any combination thereof, subject to the special provisions of this Title
governing particular classes of non-stock corporations. (n)

Chapter I - MEMBERS

Sec. 89. Right to vote. - The right of the members of any class or classes to vote may
be limited, broadened or denied to the extent specified in the articles of incorporation or
the by-laws. Unless so limited, broadened or denied, each member, regardless of class,
shall be entitled to one vote.

Unless otherwise provided in the articles of incorporation or the by-laws, a member may
vote by proxy in accordance with the provisions of this Code. (n)

Voting by mail or other similar means by members of non-stock corporations may be

authorized by the by-laws of non-stock corporations with the approval of, and under
such conditions which may be prescribed by, the Securities and Exchange Commission.

Sec. 90. Non-transferability of membership. - Membership in a non-stock corporation

and all rights arising therefrom are personal and non-transferable, unless the articles of
incorporation or the by-laws otherwise provide. (n)

Sec. 91. Termination of membership. - Membership shall be terminated in the manner

and for the causes provided in the articles of incorporation or the by-laws. Termination
of membership shall have the effect of extinguishing all rights of a member in the
corporation or in its property, unless otherwise provided in the articles of incorporation
or the by-laws. (n)

Chapter II - TRUSTEES AND OFFICERS

Sec. 92. Election and term of trustees. - Unless otherwise provided in the articles of
incorporation or the by-laws, the board of trustees of non-stock corporations, which may
be more than fifteen (15) in number as may be fixed in their articles of incorporation or
by-laws, shall, as soon as organized, so classify themselves that the term of office of
one-third (1/3) of their number shall expire every year; and subsequent elections of
trustees comprising one-third (1/3) of the board of trustees shall be held annually and
trustees so elected shall have a term of three (3) years. Trustees thereafter elected to
fill vacancies occurring before the expiration of a particular term shall hold office only for
the unexpired period.
No person shall be elected as trustee unless he is a member of the corporation.

Unless otherwise provided in the articles of incorporation or the by-laws, officers of a

non-stock corporation may be directly elected by the members. (n)

Sec. 93. Place of meetings. - The by-laws may provide that the members of a non-
stock corporation may hold their regular or special meetings at any place even outside
the place where the principal office of the corporation is located: Provided, That proper
notice is sent to all members indicating the date, time and place of the meeting: and
Provided, further, That the place of meeting shall be within the Philippines. (n)

Chapter III - DISTRIBUTION OF ASSETS IN

NON-STOCK CORPORATIONS

Sec. 94. Rules of distribution. - In case dissolution of a non-stock corporation in

accordance with the provisions of this Code, its assets shall be applied and distributed
as follows:

1. All liabilities and obligations of the corporation shall be paid, satisfied and discharged,
or adequate provision shall be made therefore;

2. Assets held by the corporation upon a condition requiring return, transfer or

conveyance, and which condition occurs by reason of the dissolution, shall be returned,
transferred or conveyed in accordance with such requirements;

3. Assets received and held by the corporation subject to limitations permitting their use
only for charitable, religious, benevolent, educational or similar purposes, but not held
upon a condition requiring return, transfer or conveyance by reason of the dissolution,
shall be transferred or conveyed to one or more corporations, societies or organizations
engaged in activities in the Philippines substantially similar to those of the dissolving
corporation according to a plan of distribution adopted pursuant to this Chapter;

4. Assets other than those mentioned in the preceding paragraphs, if any, shall be
distributed in accordance with the provisions of the articles of incorporation or the by-
laws, to the extent that the articles of incorporation or the by-laws, determine the
distributive rights of members, or any class or classes of members, or provide for
distribution; and

5. In any other case, assets may be distributed to such persons, societies, organizations
or corporations, whether or not organized for profit, as may be specified in a plan of
distribution adopted pursuant to this Chapter. (n)
Sec. 95. Plan of distribution of assets. - A plan providing for the distribution of assets,
not inconsistent with the provisions of this Title, may be adopted by a non-stock
corporation in the process of dissolution in the following manner:

The board of trustees shall, by majority vote, adopt a resolution recommending a plan of
distribution and directing the submission thereof to a vote at a regular or special
meeting of members having voting rights. Written notice setting forth the proposed plan
of distribution or a summary thereof and the date, time and place of such meeting shall
be given to each member entitled to vote, within the time and in the manner provided in
this Code for the giving of notice of meetings to members. Such plan of distribution shall
be adopted upon approval of at least two-thirds (2/3) of the members having voting
rights present or represented by proxy at such meeting. (n)

TITLE XII

CLOSE CORPORATIONS

Sec. 96. Definition and applicability of Title. - A close corporation, within the meaning
of this Code, is one whose articles of incorporation provide that: (1) All the corporation's
issued stock of all classes, exclusive of treasury shares, shall be held of record by not
more than a specified number of persons, not exceeding twenty (20); (2) all the issued
stock of all classes shall be subject to one or more specified restrictions on transfer
permitted by this Title; and (3) The corporation shall not list in any stock exchange or
make any public offering of any of its stock of any class. Notwithstanding the foregoing,
a corporation shall not be deemed a close corporation when at least two-thirds (2/3) of
its voting stock or voting rights is owned or controlled by another corporation which is
not a close corporation within the meaning of this Code.

Any corporation may be incorporated as a close corporation, except mining or oil

companies, stock exchanges, banks, insurance companies, public utilities, educational
institutions and corporations declared to be vested with public interest in accordance
with the provisions of this Code.

The provisions of this Title shall primarily govern close corporations: Provided, That the
provisions of other Titles of this Code shall apply suppletorily except insofar as this Title
otherwise provides.

Sec. 97. Articles of incorporation. - The articles of incorporation of a close corporation

may provide:
1. For a classification of shares or rights and the qualifications for owning or holding the
same and restrictions on their transfers as may be stated therein, subject to the
provisions of the following section;

2. For a classification of directors into one or more classes, each of whom may be voted
for and elected solely by a particular class of stock; and

3. For a greater quorum or voting requirements in meetings of stockholders or directors

than those provided in this Code.

The articles of incorporation of a close corporation may provide that the business of the
corporation shall be managed by the stockholders of the corporation rather than by a
board of directors. So long as this provision continues in effect:

1. No meeting of stockholders need be called to elect directors;

2. Unless the context clearly requires otherwise, the stockholders of the corporation
shall be deemed to be directors for the purpose of applying the provisions of this Code;
and

3. The stockholders of the corporation shall be subject to all liabilities of directors.

The articles of incorporation may likewise provide that all officers or employees or that
specified officers or employees shall be elected or appointed by the stockholders,
instead of by the board of directors.

Sec. 98. Validity of restrictions on transfer of shares. - Restrictions on the right to

transfer shares must appear in the articles of incorporation and in the by-laws as well as
in the certificate of stock; otherwise, the same shall not be binding on any purchaser
thereof in good faith. Said restrictions shall not be more onerous than granting the
existing stockholders or the corporation the option to purchase the shares of the
transferring stockholder with such reasonable terms, conditions or period stated therein.
If upon the expiration of said period, the existing stockholders or the corporation fails to
exercise the option to purchase, the transferring stockholder may sell his shares to any
third person.

Sec. 99. Effects of issuance or transfer of stock in breach of qualifying

conditions. -

1. If stock of a close corporation is issued or transferred to any person who is not

entitled under any provision of the articles of incorporation to be a holder of record of its
stock, and if the certificate for such stock conspicuously shows the qualifications of the
persons entitled to be holders of record thereof, such person is conclusively presumed
to have notice of the fact of his ineligibility to be a stockholder.
2. If the articles of incorporation of a close corporation states the number of persons, not
exceeding twenty (20), who are entitled to be holders of record of its stock, and if the
certificate for such stock conspicuously states such number, and if the issuance or
transfer of stock to any person would cause the stock to be held by more than such
number of persons, the person to whom such stock is issued or transferred is
conclusively presumed to have notice of this fact.

3. If a stock certificate of any close corporation conspicuously shows a restriction on

transfer of stock of the corporation, the transferee of the stock is conclusively presumed
to have notice of the fact that he has acquired stock in violation of the restriction, if such
acquisition violates the restriction.

4. Whenever any person to whom stock of a close corporation has been issued or
transferred has, or is conclusively presumed under this section to have, notice either (a)
that he is a person not eligible to be a holder of stock of the corporation, or (b) that
transfer of stock to him would cause the stock of the corporation to be held by more
than the number of persons permitted by its articles of incorporation to hold stock of the
corporation, or (c) that the transfer of stock is in violation of a restriction on transfer of
stock, the corporation may, at its option, refuse to register the transfer of stock in the
name of the transferee.

5. The provisions of subsection (4) shall not applicable if the transfer of stock, though
contrary to subsections (1), (2) of (3), has been consented to by all the stockholders of
the close corporation, or if the close corporation has amended its articles of
incorporation in accordance with this Title.

6. The term "transfer", as used in this section, is not limited to a transfer for value.

7. The provisions of this section shall not impair any right which the transferee may
have to rescind the transfer or to recover under any applicable warranty, express or
implied.

Sec. 100. Agreements by stockholders. -

1. Agreements by and among stockholders executed before the formation and

organization of a close corporation, signed by all stockholders, shall survive the
incorporation of such corporation and shall continue to be valid and binding between
and among such stockholders, if such be their intent, to the extent that such
agreements are not inconsistent with the articles of incorporation, irrespective of where
the provisions of such agreements are contained, except those required by this Title to
be embodied in said articles of incorporation.
2. An agreement between two or more stockholders, if in writing and signed by the
parties thereto, may provide that in exercising any voting rights, the shares held by them
shall be voted as therein provided, or as they may agree, or as determined in
accordance with a procedure agreed upon by them.

3. No provision in any written agreement signed by the stockholders, relating to any

phase of the corporate affairs, shall be invalidated as between the parties on the ground
that its effect is to make them partners among themselves.

4. A written agreement among some or all of the stockholders in a close corporation

shall not be invalidated on the ground that it so relates to the conduct of the business
and affairs of the corporation as to restrict or interfere with the discretion or powers of
the board of directors: Provided, That such agreement shall impose on the stockholders
who are parties thereto the liabilities for managerial acts imposed by this Code on
directors.

5. To the extent that the stockholders are actively engaged in the management or
operation of the business and affairs of a close corporation, the stockholders shall be
held to strict fiduciary duties to each other and among themselves. Said stockholders
shall be personally liable for corporate torts unless the corporation has obtained
reasonably adequate liability insurance.

Sec. 101. When board meeting is unnecessary or improperly held. - Unless the by-
laws provide otherwise, any action by the directors of a close corporation without a
meeting shall nevertheless be deemed valid if:

1. Before or after such action is taken, written consent thereto is signed by all the
directors; or

2. All the stockholders have actual or implied knowledge of the action and make no
prompt objection thereto in writing; or

3. The directors are accustomed to take informal action with the express or implied
acquiescence of all the stockholders; or

4. All the directors have express or implied knowledge of the action in question and
none of them makes prompt objection thereto in writing.

If a director's meeting is held without proper call or notice, an action taken therein within
the corporate powers is deemed ratified by a director who failed to attend, unless he
promptly files his written objection with the secretary of the corporation after having
knowledge thereof.
Sec. 102. Pre-emptive right in close corporations. - The pre-emptive right of
stockholders in close corporations shall extend to all stock to be issued, including
reissuance of treasury shares, whether for money, property or personal services, or in
payment of corporate debts, unless the articles of incorporation provide otherwise.

Sec. 103. Amendment of articles of incorporation. - Any amendment to the articles

of incorporation which seeks to delete or remove any provision required by this Title to
be contained in the articles of incorporation or to reduce a quorum or voting requirement
stated in said articles of incorporation shall not be valid or effective unless approved by
the affirmative vote of at least two-thirds (2/3) of the outstanding capital stock, whether
with or without voting rights, or of such greater proportion of shares as may be
specifically provided in the articles of incorporation for amending, deleting or removing
any of the aforesaid provisions, at a meeting duly called for the purpose.

Sec. 104. Deadlocks. - Notwithstanding any contrary provision in the articles of

incorporation or by-laws or agreement of stockholders of a close corporation, if the
directors or stockholders are so divided respecting the management of the corporation's
business and affairs that the votes required for any corporate action cannot be obtained,
with the consequence that the business and affairs of the corporation can no longer be
conducted to the advantage of the stockholders generally, the Securities and Exchange
Commission, upon written petition by any stockholder, shall have the power to arbitrate
the dispute. In the exercise of such power, the Commission shall have authority to make
such order as it deems appropriate, including an order: (1) canceling or altering any
provision contained in the articles of incorporation, by-laws, or any stockholder's
agreement; (2) canceling, altering or enjoining any resolution or act of the corporation or
its board of directors, stockholders, or officers; (3) directing or prohibiting any act of the
corporation or its board of directors, stockholders, officers, or other persons party to the
action; (4) requiring the purchase at their fair value of shares of any stockholder, either
by the corporation regardless of the availability of unrestricted retained earnings in its
books, or by the other stockholders; (5) appointing a provisional director; (6) dissolving
the corporation; or (7) granting such other relief as the circumstances may warrant.

A provisional director shall be an impartial person who is neither a stockholder nor a

creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose
further qualifications, if any, may be determined by the Commission. A provisional
director is not a receiver of the corporation and does not have the title and powers of a
custodian or receiver. A provisional director shall have all the rights and powers of a
duly elected director of the corporation, including the right to notice of and to vote at
meetings of directors, until such time as he shall be removed by order of the
Commission or by all the stockholders. His compensation shall be determined by
agreement between him and the corporation subject to approval of the Commission,
which may fix his compensation in the absence of agreement or in the event of
disagreement between the provisional director and the corporation.

Sec. 105. Withdrawal of stockholder or dissolution of corporation. - In addition and

without prejudice to other rights and remedies available to a stockholder under this Title,
any stockholder of a close corporation may, for any reason, compel the said corporation
to purchase his shares at their fair value, which shall not be less than their par or issued
value, when the corporation has sufficient assets in its books to cover its debts and
liabilities exclusive of capital stock: Provided, That any stockholder of a close
corporation may, by written petition to the Securities and Exchange Commission,
compel the dissolution of such corporation whenever any of acts of the directors,
officers or those in control of the corporation is illegal, or fraudulent, or dishonest, or
oppressive or unfairly prejudicial to the corporation or any stockholder, or whenever
corporate assets are being misapplied or wasted.

TITLE XIII

SPECIAL CORPORATIONS

Chapter I - Educational Corporations

Sec. 106. Incorporation. - Educational corporations shall be governed by special laws

and by the general provisions of this Code. (n)

Sec. 107. Pre-requisites to incorporation. - Except upon favorable recommendation

of the Ministry of Education and Culture, the Securities and Exchange Commission shall
not accept or approve the articles of incorporation and by-laws of any educational
institution. (168a)

Sec. 108. Board of trustees. - Trustees of educational institutions organized as non-

stock corporations shall not be less than five (5) nor more than fifteen (15): Provided,
however, That the number of trustees shall be in multiples of five (5).

Unless otherwise provided in the articles of incorporation on the by-laws, the board of
trustees of incorporated schools, colleges, or other institutions of learning shall, as soon
as organized, so classify themselves that the term of office of one-fifth (1/5) of their
number shall expire every year. Trustees thereafter elected to fill vacancies, occurring
before the expiration of a particular term, shall hold office only for the unexpired period.
Trustees elected thereafter to fill vacancies caused by expiration of term shall hold
office for five (5) years. A majority of the trustees shall constitute a quorum for the
transaction of business. The powers and authority of trustees shall be defined in the by-
laws.
For institutions organized as stock corporations, the number and term of directors shall
be governed by the provisions on stock corporations. (169a)

Chapter II - RELIGIOUS CORPORATIONS

Sec. 109. Classes of religious corporations. - Religious corporations may be

incorporated by one or more persons. Such corporations may be classified into
corporations sole and religious societies.

Religious corporations shall be governed by this Chapter and by the general provisions
on non-stock corporations insofar as they may be applicable. (n)

Sec. 110. Corporation sole. - For the purpose of administering and managing, as
trustee, the affairs, property and temporalities of any religious denomination, sect or
church, a corporation sole may be formed by the chief archbishop, bishop, priest,
minister, rabbi or other presiding elder of such religious denomination, sect or church.
(154a)

Sec. 111. Articles of incorporation. - In order to become a corporation sole, the chief
archbishop, bishop, priest, minister, rabbi or presiding elder of any religious
denomination, sect or church must file with the Securities and Exchange Commission
articles of incorporation setting forth the following:

1. That he is the chief archbishop, bishop, priest, minister, rabbi or presiding elder of his
religious denomination, sect or church and that he desires to become a corporation
sole;

2. That the rules, regulations and discipline of his religious denomination, sect or church
are not inconsistent with his becoming a corporation sole and do not forbid it;

3. That as such chief archbishop, bishop, priest, minister, rabbi or presiding elder, he is
charged with the administration of the temporalities and the management of the affairs,
estate and properties of his religious denomination, sect or church within his territorial
jurisdiction, describing such territorial jurisdiction;

4. The manner in which any vacancy occurring in the office of chief archbishop, bishop,
priest, minister, rabbi of presiding elder is required to be filled, according to the rules,
regulations or discipline of the religious denomination, sect or church to which he
belongs; and

5. The place where the principal office of the corporation sole is to be established and
located, which place must be within the Philippines.
The articles of incorporation may include any other provision not contrary to law for the
regulation of the affairs of the corporation. (n)

Sec. 112. Submission of the articles of incorporation. - The articles of incorporation

must be verified, before filing, by affidavit or affirmation of the chief archbishop, bishop,
priest, minister, rabbi or presiding elder, as the case may be, and accompanied by a
copy of the commission, certificate of election or letter of appointment of such chief
archbishop, bishop, priest, minister, rabbi or presiding elder, duly certified to be correct
by any notary public.

From and after the filing with the Securities and Exchange Commission of the said
articles of incorporation, verified by affidavit or affirmation, and accompanied by the
documents mentioned in the preceding paragraph, such chief archbishop, bishop,
priest, minister, rabbi or presiding elder shall become a corporation sole and all
temporalities, estate and properties of the religious denomination, sect or church
theretofore administered or managed by him as such chief archbishop, bishop, priest,
minister, rabbi or presiding elder shall be held in trust by him as a corporation sole, for
the use, purpose, behalf and sole benefit of his religious denomination, sect or church,
including hospitals, schools, colleges, orphan asylums, parsonages and cemeteries
thereof. (n)

Sec. 113. Acquisition and alienation of property. - Any corporation sole may
purchase and hold real estate and personal property for its church, charitable,
benevolent or educational purposes, and may receive bequests or gifts for such
purposes. Such corporation may sell or mortgage real property held by it by obtaining
an order for that purpose from the Court of First Instance of the province where the
property is situated upon proof made to the satisfaction of the court that notice of the
application for leave to sell or mortgage has been given by publication or otherwise in
such manner and for such time as said court may have directed, and that it is to the
interest of the corporation that leave to sell or mortgage should be granted. The
application for leave to sell or mortgage must be made by petition, duly verified, by the
chief archbishop, bishop, priest, minister, rabbi or presiding elder acting as corporation
sole, and may be opposed by any member of the religious denomination, sect or church
represented by the corporation sole: Provided, That in cases where the rules,
regulations and discipline of the religious denomination, sect or church, religious society
or order concerned represented by such corporation sole regulate the method of
acquiring, holding, selling and mortgaging real estate and personal property, such rules,
regulations and discipline shall control, and the intervention of the courts shall not be
necessary. (159a)

Sec. 114. Filling of vacancies. - The successors in office of any chief archbishop,
bishop, priest, minister, rabbi or presiding elder in a corporation sole shall become the
corporation sole on their accession to office and shall be permitted to transact business
as such on the filing with the Securities and Exchange Commission of a copy of their
commission, certificate of election, or letters of appointment, duly certified by any notary
public.

During any vacancy in the office of chief archbishop, bishop, priest, minister, rabbi or
presiding elder of any religious denomination, sect or church incorporated as a
corporation sole, the person or persons authorized and empowered by the rules,
regulations or discipline of the religious denomination, sect or church represented by the
corporation sole to administer the temporalities and manage the affairs, estate and
properties of the corporation sole during the vacancy shall exercise all the powers and
authority of the corporation sole during such vacancy. (158a)

Sec. 115. Dissolution. - A corporation sole may be dissolved and its affairs settled
voluntarily by submitting to the Securities and Exchange Commission a verified
declaration of dissolution.

The declaration of dissolution shall set forth:

1. The name of the corporation;

2. The reason for dissolution and winding up;

3. The authorization for the dissolution of the corporation by the particular religious
denomination, sect or church;

4. The names and addresses of the persons who are to supervise the winding up of the
affairs of the corporation.

Upon approval of such declaration of dissolution by the Securities and Exchange

Commission, the corporation shall cease to carry on its operations except for the
purpose of winding up its affairs. (n)

Sec. 116. Religious societies. - Any religious society or religious order, or any
diocese, synod, or district organization of any religious denomination, sect or church,
unless forbidden by the constitution, rules, regulations, or discipline of the religious
denomination, sect or church of which it is a part, or by competent authority, may, upon
written consent and/or by an affirmative vote at a meeting called for the purpose of at
least two-thirds (2/3) of its membership, incorporate for the administration of its
temporalities or for the management of its affairs, properties and estate by filing with the
Securities and Exchange Commission, articles of incorporation verified by the affidavit
of the presiding elder, secretary, or clerk or other member of such religious society or
religious order, or diocese, synod, or district organization of the religious denomination,
sect or church, setting forth the following:
1. That the religious society or religious order, or diocese, synod, or district organization
is a religious organization of a religious denomination, sect or church;

2. That at least two-thirds (2/3) of its membership have given their written consent or
have voted to incorporate, at a duly convened meeting of the body;

3. That the incorporation of the religious society or religious order, or diocese, synod, or
district organization desiring to incorporate is not forbidden by competent authority or by
the constitution, rules, regulations or discipline of the religious denomination, sect, or
church of which it forms a part;

4. That the religious society or religious order, or diocese, synod, or district organization
desires to incorporate for the administration of its affairs, properties and estate;

5. The place where the principal office of the corporation is to be established and
located, which place must be within the Philippines; and

6. The names, nationalities, and residences of the trustees elected by the religious
society or religious order, or the diocese, synod, or district organization to serve for the
first year or such other period as may be prescribed by the laws of the religious society
or religious order, or of the diocese, synod, or district organization, the board of trustees
to be not less than five (5) nor more than fifteen (15). (160a)

TITLE XIV

DISSOLUTION

Sec. 117. Methods of dissolution. - A corporation formed or organized under the

provisions of this Code may be dissolved voluntarily or involuntarily. (n)

Sec. 118. Voluntary dissolution where no creditors are affected. - If dissolution of a

corporation does not prejudice the rights of any creditor having a claim against it, the
dissolution may be effected by majority vote of the board of directors or trustees, and by
a resolution duly adopted by the affirmative vote of the stockholders owning at least
two-thirds (2/3) of the outstanding capital stock or of at least two-thirds (2/3) of the
members of a meeting to be held upon call of the directors or trustees after publication
of the notice of time, place and object of the meeting for three (3) consecutive weeks in
a newspaper published in the place where the principal office of said corporation is
located; and if no newspaper is published in such place, then in a newspaper of general
circulation in the Philippines, after sending such notice to each stockholder or member
either by registered mail or by personal delivery at least thirty (30) days prior to said
meeting. A copy of the resolution authorizing the dissolution shall be certified by a
majority of the board of directors or trustees and countersigned by the secretary of the
corporation. The Securities and Exchange Commission shall thereupon issue the
certificate of dissolution. (62a)

Sec. 119. Voluntary dissolution where creditors are affected. - Where the
dissolution of a corporation may prejudice the rights of any creditor, the petition for
dissolution shall be filed with the Securities and Exchange Commission. The petition
shall be signed by a majority of its board of directors or trustees or other officers having
the management of its affairs, verified by its president or secretary or one of its directors
or trustees, and shall set forth all claims and demands against it, and that its dissolution
was resolved upon by the affirmative vote of the stockholders representing at least two-
thirds (2/3) of the outstanding capital stock or by at least two-thirds (2/3) of the members
at a meeting of its stockholders or members called for that purpose.

If the petition is sufficient in form and substance, the Commission shall, by an order
reciting the purpose of the petition, fix a date on or before which objections thereto may
be filed by any person, which date shall not be less than thirty (30) days nor more than
sixty (60) days after the entry of the order. Before such date, a copy of the order shall
be published at least once a week for three (3) consecutive weeks in a newspaper of
general circulation published in the municipality or city where the principal office of the
corporation is situated, or if there be no such newspaper, then in a newspaper of
general circulation in the Philippines, and a similar copy shall be posted for three (3)
consecutive weeks in three (3) public places in such municipality or city.

Upon five (5) day's notice, given after the date on which the right to file objections as
fixed in the order has expired, the Commission shall proceed to hear the petition and try
any issue made by the objections filed; and if no such objection is sufficient, and the
material allegations of the petition are true, it shall render judgment dissolving the
corporation and directing such disposition of its assets as justice requires, and may
appoint a receiver to collect such assets and pay the debts of the corporation. (Rule
104, RCa)

Sec. 120. Dissolution by shortening corporate term. - A voluntary dissolution may be

effected by amending the articles of incorporation to shorten the corporate term
pursuant to the provisions of this Code. A copy of the amended articles of incorporation
shall be submitted to the Securities and Exchange Commission in accordance with this
Code. Upon approval of the amended articles of incorporation of the expiration of the
shortened term, as the case may be, the corporation shall be deemed dissolved without
any further proceedings, subject to the provisions of this Code on liquidation. (n)
Sec. 121. Involuntary dissolution. - A corporation may be dissolved by the Securities
and Exchange Commission upon filing of a verified complaint and after proper notice
and hearing on the grounds provided by existing laws, rules and regulations. (n)

Sec. 122. Corporate liquidation. - Every corporation whose charter expires by its own
limitation or is annulled by forfeiture or otherwise, or whose corporate existence for
other purposes is terminated in any other manner, shall nevertheless be continued as a
body corporate for three (3) years after the time when it would have been so dissolved,
for the purpose of prosecuting and defending suits by or against it and enabling it to
settle and close its affairs, to dispose of and convey its property and to distribute its
assets, but not for the purpose of continuing the business for which it was established.

At any time during said three (3) years, the corporation is authorized and empowered to
convey all of its property to trustees for the benefit of stockholders, members, creditors,
and other persons in interest. From and after any such conveyance by the corporation
of its property in trust for the benefit of its stockholders, members, creditors and others
in interest, all interest which the corporation had in the property terminates, the legal
interest vests in the trustees, and the beneficial interest in the stockholders, members,
creditors or other persons in interest.

Upon the winding up of the corporate affairs, any asset distributable to any creditor or
stockholder or member who is unknown or cannot be found shall be escheated to the
city or municipality where such assets are located.

Except by decrease of capital stock and as otherwise allowed by this Code, no

corporation shall distribute any of its assets or property except upon lawful dissolution
and after payment of all its debts and liabilities. (77a, 89a, 16a)

TITLE XV

FOREIGN CORPORATIONS

Sec. 123. Definition and rights of foreign corporations. - For the purposes of this
Code, a foreign corporation is one formed, organized or existing under any laws other
than those of the Philippines and whose laws allow Filipino citizens and corporations to
do business in its own country or state. It shall have the right to transact business in the
Philippines after it shall have obtained a license to transact business in this country in
accordance with this Code and a certificate of authority from the appropriate
government agency. (n)

Sec. 124. Application to existing foreign corporations. - Every foreign corporation

which on the date of the effectivity of this Code is authorized to do business in the
Philippines under a license therefore issued to it, shall continue to have such authority
under the terms and condition of its license, subject to the provisions of this Code and
other special laws. (n)

Sec. 125. Application for a license. - A foreign corporation applying for a license to
transact business in the Philippines shall submit to the Securities and Exchange
Commission a copy of its articles of incorporation and by-laws, certified in accordance
with law, and their translation to an official language of the Philippines, if necessary. The
application shall be under oath and, unless already stated in its articles of incorporation,
shall specifically set forth the following:

1. The date and term of incorporation;

2. The address, including the street number, of the principal office of the corporation in
the country or state of incorporation;

3. The name and address of its resident agent authorized to accept summons and
process in all legal proceedings and, pending the establishment of a local office, all
notices affecting the corporation;

4. The place in the Philippines where the corporation intends to operate;

5. The specific purpose or purposes which the corporation intends to pursue in the
transaction of its business in the Philippines: Provided, That said purpose or purposes
are those specifically stated in the certificate of authority issued by the appropriate
government agency;

6. The names and addresses of the present directors and officers of the corporation;

7. A statement of its authorized capital stock and the aggregate number of shares which
the corporation has authority to issue, itemized by classes, par value of shares, shares
without par value, and series, if any;

8. A statement of its outstanding capital stock and the aggregate number of shares
which the corporation has issued, itemized by classes, par value of shares, shares
without par value, and series, if any;

9. A statement of the amount actually paid in; and

10. Such additional information as may be necessary or appropriate in order to enable

the Securities and Exchange Commission to determine whether such corporation is
entitled to a license to transact business in the Philippines, and to determine and assess
the fees payable.
Attached to the application for license shall be a duly executed certificate under oath by
the authorized official or officials of the jurisdiction of its incorporation, attesting to the
fact that the laws of the country or state of the applicant allow Filipino citizens and
corporations to do business therein, and that the applicant is an existing corporation in
good standing. If such certificate is in a foreign language, a translation thereof in English
under oath of the translator shall be attached thereto.

The application for a license to transact business in the Philippines shall likewise be
accompanied by a statement under oath of the president or any other person authorized
by the corporation, showing to the satisfaction of the Securities and Exchange
Commission and other governmental agency in the proper cases that the applicant is
solvent and in sound financial condition, and setting forth the assets and liabilities of the
corporation as of the date not exceeding one (1) year immediately prior to the filing of
the application.

Foreign banking, financial and insurance corporations shall, in addition to the above
requirements, comply with the provisions of existing laws applicable to them. In the case
of all other foreign corporations, no application for license to transact business in the
Philippines shall be accepted by the Securities and Exchange Commission without
previous authority from the appropriate government agency, whenever required by law.
(68a)

Sec. 126. Issuance of a license. - If the Securities and Exchange Commission is

satisfied that the applicant has complied with all the requirements of this Code and other
special laws, rules and regulations, the Commission shall issue a license to the
applicant to transact business in the Philippines for the purpose or purposes specified in
such license. Upon issuance of the license, such foreign corporation may commence to
transact business in the Philippines and continue to do so for as long as it retains its
authority to act as a corporation under the laws of the country or state of its
incorporation, unless such license is sooner surrendered, revoked, suspended or
annulled in accordance with this Code or other special laws.

Within sixty (60) days after the issuance of the license to transact business in the
Philippines, the license, except foreign banking or insurance corporation, shall deposit
with the Securities and Exchange Commission for the benefit of present and future
creditors of the licensee in the Philippines, securities satisfactory to the Securities and
Exchange Commission, consisting of bonds or other evidence of indebtedness of the
Government of the Philippines, its political subdivisions and instrumentalities, or of
government-owned or controlled corporations and entities, shares of stock in "registered
enterprises" as this term is defined in Republic Act No. 5186, shares of stock in
domestic corporations registered in the stock exchange, or shares of stock in domestic
insurance companies and banks, or any combination of these kinds of securities, with
an actual market value of at least one hundred thousand (P100,000.) pesos; Provided,
however, That within six (6) months after each fiscal year of the licensee, the Securities
and Exchange Commission shall require the licensee to deposit additional securities
equivalent in actual market value to two (2%) percent of the amount by which the
licensee's gross income for that fiscal year exceeds five million (P5,000,000.00) pesos.
The Securities and Exchange Commission shall also require deposit of additional
securities if the actual market value of the securities on deposit has decreased by at
least ten (10%) percent of their actual market value at the time they were deposited.
The Securities and Exchange Commission may at its discretion release part of the
additional securities deposited with it if the gross income of the licensee has decreased,
or if the actual market value of the total securities on deposit has increased, by more
than ten (10%) percent of the actual market value of the securities at the time they were
deposited. The Securities and Exchange Commission may, from time to time, allow the
licensee to substitute other securities for those already on deposit as long as the
licensee is solvent. Such licensee shall be entitled to collect the interest or dividends on
the securities deposited. In the event the licensee ceases to do business in the
Philippines, the securities deposited as aforesaid shall be returned, upon the licensee's
application therefor and upon proof to the satisfaction of the Securities and Exchange
Commission that the licensee has no liability to Philippine residents, including the
Government of the Republic of the Philippines. (n)

Sec. 127. Who may be a resident agent. - A resident agent may be either an
individual residing in the Philippines or a domestic corporation lawfully transacting
business in the Philippines: Provided, That in the case of an individual, he must be of
good moral character and of sound financial standing. (n)

Sec. 128. Resident agent; service of process. - The Securities and Exchange
Commission shall require as a condition precedent to the issuance of the license to
transact business in the Philippines by any foreign corporation that such corporation file
with the Securities and Exchange Commission a written power of attorney designating
some person who must be a resident of the Philippines, on whom any summons and
other legal processes may be served in all actions or other legal proceedings against
such corporation, and consenting that service upon such resident agent shall be
admitted and held as valid as if served upon the duly authorized officers of the foreign
corporation at its home office. Any such foreign corporation shall likewise execute and
file with the Securities and Exchange Commission an agreement or stipulation,
executed by the proper authorities of said corporation, in form and substance as follows:

"The (name of foreign corporation) does hereby stipulate and agree, in consideration of
its being granted by the Securities and Exchange Commission a license to transact
business in the Philippines, that if at any time said corporation shall cease to transact
business in the Philippines, or shall be without any resident agent in the Philippines on
whom any summons or other legal processes may be served, then in any action or
proceeding arising out of any business or transaction which occurred in the Philippines,
service of any summons or other legal process may be made upon the Securities and
Exchange Commission and that such service shall have the same force and effect as if
made upon the duly-authorized officers of the corporation at its home office."

Whenever such service of summons or other process shall be made upon the Securities
and Exchange Commission, the Commission shall, within ten (10) days thereafter,
transmit by mail a copy of such summons or other legal process to the corporation at its
home or principal office. The sending of such copy by the Commission shall be
necessary part of and shall complete such service. All expenses incurred by the
Commission for such service shall be paid in advance by the party at whose instance
the service is made.

In case of a change of address of the resident agent, it shall be his or its duty to
immediately notify in writing the Securities and Exchange Commission of the new
address. (72a; and n)

Sec. 129. Law applicable. - Any foreign corporation lawfully doing business in the
Philippines shall be bound by all laws, rules and regulations applicable to domestic
corporations of the same class, except such only as provide for the creation, formation,
organization or dissolution of corporations or those which fix the relations, liabilities,
responsibilities, or duties of stockholders, members, or officers of corporations to each
other or to the corporation. (73a)

Sec. 130. Amendments to articles of incorporation or by-laws of foreign

corporations. - Whenever the articles of incorporation or by-laws of a foreign
corporation authorized to transact business in the Philippines are amended, such
foreign corporation shall, within sixty (60) days after the amendment becomes effective,
file with the Securities and Exchange Commission, and in the proper cases with the
appropriate government agency, a duly authenticated copy of the articles of
incorporation or by-laws, as amended, indicating clearly in capital letters or by
underscoring the change or changes made, duly certified by the authorized official or
officials of the country or state of incorporation. The filing thereof shall not of itself
enlarge or alter the purpose or purposes for which such corporation is authorized to
transact business in the Philippines. (n)

Sec. 131. Amended license. - A foreign corporation authorized to transact business in

the Philippines shall obtain an amended license in the event it changes its corporate
name, or desires to pursue in the Philippines other or additional purposes, by submitting
an application therefor to the Securities and Exchange Commission, favorably endorsed
by the appropriate government agency in the proper cases. (n)
Sec. 132. Merger or consolidation involving a foreign corporation licensed in the
Philippines. - One or more foreign corporations authorized to transact business in the
Philippines may merge or consolidate with any domestic corporation or corporations if
such is permitted under Philippine laws and by the law of its incorporation: Provided,
That the requirements on merger or consolidation as provided in this Code are followed.

Whenever a foreign corporation authorized to transact business in the Philippines shall

be a party to a merger or consolidation in its home country or state as permitted by the
law of its incorporation, such foreign corporation shall, within sixty (60) days after such
merger or consolidation becomes effective, file with the Securities and Exchange
Commission, and in proper cases with the appropriate government agency, a copy of
the articles of merger or consolidation duly authenticated by the proper official or
officials of the country or state under the laws of which merger or consolidation was
effected: Provided, however, That if the absorbed corporation is the foreign corporation
doing business in the Philippines, the latter shall at the same time file a petition for
withdrawal of it license in accordance with this Title. (n)

Sec. 133. Doing business without a license. - No foreign corporation transacting

business in the Philippines without a license, or its successors or assigns, shall be
permitted to maintain or intervene in any action, suit or proceeding in any court or
administrative agency of the Philippines; but such corporation may be sued or
proceeded against before Philippine courts or administrative tribunals on any valid
cause of action recognized under Philippine laws. (69a)

Sec. 134. Revocation of license. - Without prejudice to other grounds provided by

special laws, the license of a foreign corporation to transact business in the Philippines
may be revoked or suspended by the Securities and Exchange Commission upon any
of the following grounds:

1. Failure to file its annual report or pay any fees as required by this Code;

2. Failure to appoint and maintain a resident agent in the Philippines as required by this
Title;

3. Failure, after change of its resident agent or of his address, to submit to the
Securities and Exchange Commission a statement of such change as required by this
Title;

4. Failure to submit to the Securities and Exchange Commission an authenticated copy

of any amendment to its articles of incorporation or by-laws or of any articles of merger
or consolidation within the time prescribed by this Title;
5. A misrepresentation of any material matter in any application, report, affidavit or other
document submitted by such corporation pursuant to this Title;

6. Failure to pay any and all taxes, imposts, assessments or penalties, if any, lawfully
due to the Philippine Government or any of its agencies or political subdivisions;

7. Transacting business in the Philippines outside of the purpose or purposes for which
such corporation is authorized under its license;

8. Transacting business in the Philippines as agent of or acting for and in behalf of any
foreign corporation or entity not duly licensed to do business in the Philippines; or

9. Any other ground as would render it unfit to transact business in the Philippines. (n)

Sec. 135. Issuance of certificate of revocation. - Upon the revocation of any such
license to transact business in the Philippines, the Securities and Exchange
Commission shall issue a corresponding certificate of revocation, furnishing a copy
thereof to the appropriate government agency in the proper cases.

The Securities and Exchange Commission shall also mail to the corporation at its
registered office in the Philippines a notice of such revocation accompanied by a copy
of the certificate of revocation. (n)

Sec. 136. Withdrawal of foreign corporations. - Subject to existing laws and

regulations, a foreign corporation licensed to transact business in the Philippines may
be allowed to withdraw from the Philippines by filing a petition for withdrawal of license.
No certificate of withdrawal shall be issued by the Securities and Exchange Commission
unless all the following requirements are met;

1. All claims which have accrued in the Philippines have been paid, compromised or
settled;

2. All taxes, imposts, assessments, and penalties, if any, lawfully due to the Philippine
Government or any of its agencies or political subdivisions have been paid; and

3. The petition for withdrawal of license has been published once a week for three (3)
consecutive weeks in a newspaper of general circulation in the Philippines.

TITLE XVI

MISCELLANEOUS PROVISIONS

Sec. 137. Outstanding capital stock defined. - The term "outstanding capital stock",
as used in this Code, means the total shares of stock issued under binding subscription
agreements to subscribers or stockholders, whether or not fully or partially paid, except
treasury shares. (n)

Sec. 138. Designation of governing boards. - The provisions of specific provisions of

this Code to the contrary notwithstanding, non-stock or special corporations may,
through their articles of incorporation or their by-laws, designate their governing boards
by any name other than as board of trustees. (n)

Sec. 139. Incorporation and other fees. - The Securities and Exchange Commission
is hereby authorized to collect and receive fees as authorized by law or by rules and
regulations promulgated by the Commission. (n)

Sec. 140. Stock ownership in certain corporations. - Pursuant to the duties specified
by Article XIV of the Constitution, the National Economic and Development Authority
shall, from time to time, make a determination of whether the corporate vehicle has
been used by any corporation or by business or industry to frustrate the provisions
thereof or of applicable laws, and shall submit to the Batasang Pambansa, whenever
deemed necessary, a report of its findings, including recommendations for their
prevention or correction.

Maximum limits may be set by the Batasang Pambansa for stockholdings in

corporations declared by it to be vested with a public interest pursuant to the provisions
of this section, belonging to individuals or groups of individuals related to each other by
consanguinity or affinity or by close business interests, or whenever it is necessary to
achieve national objectives, prevent illegal monopolies or combinations in restraint or
trade, or to implement national economic policies declared in laws, rules and regulations
designed to promote the general welfare and foster economic development.

In recommending to the Batasang Pambansa corporations, business or industries to be

declared vested with a public interest and in formulating proposals for limitations on
stock ownership, the National Economic and Development Authority shall consider the
type and nature of the industry, the size of the enterprise, the economies of scale, the
geographic location, the extent of Filipino ownership, the labor intensity of the activity,
the export potential, as well as other factors which are germane to the realization and
promotion of business and industry.

Sec. 141. Annual report or corporations. - Every corporation, domestic or foreign,

lawfully doing business in the Philippines shall submit to the Securities and Exchange
Commission an annual report of its operations, together with a financial statement of its
assets and liabilities, certified by any independent certified public accountant in
appropriate cases, covering the preceding fiscal year and such other requirements as
the Securities and Exchange Commission may require. Such report shall be submitted
within such period as may be prescribed by the Securities and Exchange Commission.
(n)

Sec. 142. Confidential nature of examination results. - All interrogatories

propounded by the Securities and Exchange Commission and the answers thereto, as
well as the results of any examination made by the Commission or by any other official
authorized by law to make an examination of the operations, books and records of any
corporation, shall be kept strictly confidential, except insofar as the law may require the
same to be made public or where such interrogatories, answers or results are
necessary to be presented as evidence before any court. (n)

Sec. 143. Rule-making power of the Securities and Exchange Commission. - The
Securities and Exchange Commission shall have the power and authority to implement
the provisions of this Code, and to promulgate rules and regulations reasonably
necessary to enable it to perform its duties hereunder, particularly in the prevention of
fraud and abuses on the part of the controlling stockholders, members, directors,
trustees or officers. (n)

Sec. 144. Violations of the Code. - Violations of any of the provisions of this Code or
its amendments not otherwise specifically penalized therein shall be punished by a fine
of not less than one thousand (P1,000.00) pesos but not more than ten thousand
(P10,000.00) pesos or by imprisonment for not less than thirty (30) days but not more
than five (5) years, or both, in the discretion of the court. If the violation is committed by
a corporation, the same may, after notice and hearing, be dissolved in appropriate
proceedings before the Securities and Exchange Commission: Provided, That such
dissolution shall not preclude the institution of appropriate action against the director,
trustee or officer of the corporation responsible for said violation: Provided, further, That
nothing in this section shall be construed to repeal the other causes for dissolution of a
corporation provided in this Code. (190 1/2 a)

Sec. 145. Amendment or repeal. - No right or remedy in favor of or against any

corporation, its stockholders, members, directors, trustees, or officers, nor any liability
incurred by any such corporation, stockholders, members, directors, trustees, or
officers, shall be removed or impaired either by the subsequent dissolution of said
corporation or by any subsequent amendment or repeal of this Code or of any part
thereof. (n)

Sec. 146. Repealing clause. - Except as expressly provided by this Code, all laws or
parts thereof inconsistent with any provision of this Code shall be deemed repealed. (n)

Sec. 147. Separability of provisions. - Should any provision of this Code or any part
thereof be declared invalid or unconstitutional, the other provisions, so far as they are
separable, shall remain in force. (n)
Sec. 148. Applicability to existing corporations. - All corporations lawfully existing
and doing business in the Philippines on the date of the effectivity of this Code and
heretofore authorized, licensed or registered by the Securities and Exchange
Commission, shall be deemed to have been authorized, licensed or registered under
the provisions of this Code, subject to the terms and conditions of its license, and shall
be governed by the provisions hereof: Provided, That if any such corporation is affected
by the new requirements of this Code, said corporation shall, unless otherwise herein
provided, be given a period of not more than two (2) years from the effectivity of this
Code within which to comply with the same. (n)

Sec. 149. Effectivity. - This Code shall take effect immediately upon its approval.