Period

Section Period Explanation

7 5 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 from the date of incorporation:
11 3 no extension may be made earlier than three (3) years prior to the
original or subsequent expiry date(s)
15 6 The amendments shall take effect upon their approval by the
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.
21 5 If a corporation does not formally organize and commence its
business within five (5) years from the date of its incorporation, its
certificate of incorporation shall be deemed revoked as of the day
following the end of the five (5)-year period.
5 However, if a corporation has commenced its business but
subsequently becomes inoperative for a period of at least five (5)
consecutive years, the Commission may, after due notice and
hearing, place the corporation under delinquent status.
2 A delinquent corporation shall have a period of two (2) years to
resume operations and comply with all requirements that the
Commission shall prescribe.
22 1 Directors shall be elected for a term of one (1) year from among the
holders of stocks registered in the corporation’s books
3 while trustees shall be elected for a term not exceeding three (3)
years from among the members of the corporation
2 Cooperative term is 2 years
5 Non-stock Educational Corporation term is 5 years
30 If the stock has not paid in its due date the Stock Holder has 30
days to pay but after 30 days and still not paid it becomes
delinquent
21 If Regular meeting, the notice must be given 21 days before the
date of the meeting
7 If special meeting, the notice must be given 7 days before the date
of the meeting
24 15 period to appoint the officers
days
5 days period to file the report
25 30 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 Commission, the names,
nationalities, shareholdings, and residence addresses of the
directors, trustees, and officers elected.
 30 The non-holding of elections and the reasons therefor shall be
reported to the Commission within thirty (30) days from the date
of the scheduled election.
60 The report shall specify a new date for the election, which shall not
be later than sixty (60) days from the scheduled date.
7 Should a director, trustee or officer die, resign or in any manner
cease to hold office, the secretary, or the director, trustee or officer
of the corporation, shall, within seven (7) days from knowledge
thereof, report in writing such fact to the Commission.
45 Period of 45 days in to Fill out the vacancy case the Director,
Trustees or Officers, dies, resign, withdraw

26 5 A person shall be disqualified from being a director, trustee or

officer of any corporation if, within five (5) years prior to the
election or appointment as such, the person was 3 F
28 45 In all other cases, the election must be held no later than forty-
five (45) days from the time the vacancy arose
3 The corporation must notify the Commission within three (3)
days from the creation of the emergency board, stating therein
the reason for its creation.
37 6 The application with the Commission shall be made within six (6)
months from the date of approval of the board of directors and
stockholders, which period may be extended for justifiable reasons.
43 5 No management contract shall be entered into for a period longer
than five (5) years for any one (1) term.
5 maybe longer than 5 years - exploration of natural resources
48 21 That written notice of regular meetings shall be sent to all
stockholders or members of record at least twenty-one (21) days
prior to the meeting
1 Proper notice in special SH meeting –
1 week notice
2 BOD regular meeting at least two (2) days’ notice
2 BOD special meeting is anytime and at least two (2) days’ notice
2 In case of postponement of stockholders’ or members’ regular
meetings, written notice thereof and the reason therefor shall be
sent to all stockholders or members of record at least two (2)
weeks prior to the date of the meeting,
20 the stock and transfer book or membership book shall be closed at
least twenty (20) days for regular meetings
7 the stock and transfer book or membership book shall be closed
seven (7) days for special meetings before the scheduled date of
the meeting
57 5 No proxy shall be valid and effective for a period longer than five
(5) years at any one time. (CONTINUING PROXY)
60 6 A subscription of shares in a corporation still to be formed shall be
irrevocable for a period of at least six (6) months from the date of
subscription
73 5 If the corporation denies or does not act on a demand for
inspection and/or reproduction, the aggrieved party may report
such to the Commission. Within five (5) days from receipt of such
report, the Commission shall conduct a summary investigation and
issue an order directing the inspection
74 10 Corporation shall furnish a stockholder or member, within ten (10)
days from receipt of their written request, its most recent financial
statement, in the form and substance of the financial reporting
required by the Commission.
81 30 The dissenting stockholder who votes against a proposed
corporate action may exercise the right of appraisal by making a
written demand on the corporation for the payment of the fair value
of shares held within thirty (30) days from the date on which the
vote was taken
10 notation, within ten (10) days from the appraisal right
60 If, within sixty (60) days from the approval of the corporate action
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,
30 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:
91 3 They shall hold office for not more than three (3) years until their
successors are elected and qualified. (Non-Stock Corporation)
92 20 The list shall be updated to reflect the members and proxies of
record twenty (20) days prior to any scheduled election.
106 5 Trustees elected thereafter to fill vacancies caused by expiration of
term shall hold office for five (5) years.
122 15 Within fifteen (15) days from the issuance of its certificate of
incorporation shall appoint a treasurer, corporate secretary, and
other officers as it may deem necessary
5 Notify the Commission thereof within five (5) days from
appointment.
123 5 Notify the nominee or alternate nominee of the death or incapacity
of the single stockholder, which notice shall be given no later than
five (5) days
5 Notify the Commission of the death of the single stockholder within
five (5) days from such occurrence and stating in such notice the
names, residence addresses, and contact details of all known legal
heirs;
132 7 In case of death of the single stockholder, the nominee or alternate
nominee shall transfer the shares to the duly designated legal heir
or estate within seven (7) days from receipt of either an affidavit of
heir ship or self-adjudication executed by a sole heir.
60 Such notice shall be filed with the Commission within sixty (60)
days from the occurrence of the circumstances leading to the
conversion into an ordinary stock corporation. If all requirements
have been complied with, the Commission shall issue a certificate
of filing of amended articles of incorporation reflecting the
conversion.
60 Within sixty (60) days from the transfer of the shares, the legal
heirs shall notify the Commission of their decision to either wind up
and dissolve the One Person Corporation or convert it into an
ordinary stock corporation.
134 20 At least twenty (20) days prior to the meeting, notice shall be given
to each shareholder or member of record personally, by registered
mail, or by any means authorized under its bylaws whether or not
entitled to vote at the meeting,
15 Within fifteen (15) days from receipt of the verified request for
dissolution, and in the absence of any withdrawal within said period
137 15 The withdrawal shall be submitted no later than fifteen (15) days
from receipt by the Commission of the request for dissolution.
139 3 Every corporation whose charter expires pursuant to its articles of
incorporation, is annulled by forfeiture, or whose corporate
existence is terminated in any other manner, shall nevertheless
remain as a body corporate for three (3) years after the effective
date of dissolution (WINDING UP)
143 60 Within sixty (60) days after the issuance of the license to transact
business in the Philippines, the licensee, except foreign banking or
insurance corporations, shall deposit with the Commission for the
benefit of present and future creditors of the licensee in the
Philippines,
6 That within six (6) months after each fiscal year of the licensee,
the Commission shall require the licensee to deposit additional
securities or financial instruments
147 60 Whenever the articles of incorporation or bylaws 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 Commission
156 20 The ex parte order shall be valid for a maximum period of twenty
(20) days, without prejudice to the order being made permanent
after due notice and hearing. (CEASE AND DESIST ORDER)
185 2 A corporation lawfully existing and doing business in the Philippines
affected by the new requirements of this Code shall be given a
period of not more than two (2) years from the effectivity of this Act
 within which to comply.

Doctrine/Principle/Theories
Section Doctrine/Principle/Theories Explanation
2, 120, Doctrine of Corporate Fiction separate and distinct juridical personality
130 Art 1768 - Partnership
2, 130 Doctrine of Piercing the Veil of Separate and distinct personality is
Corporate Fiction disregarded OR the corporation. Is used
for ILLEGAL purpose
2 Right of Succession the corporation continue to exist despite
the death of a stockholder
2 Alter Ego Doctrine or Test for Piercing the Veil illegal purpose
Instrumentality Rule Disregarding – Removing
2 Business Domicile Center of Management Rule
2 Grandfather Rule SEC applies in certain instances because
it involves securities
Know the stockholders of investing
corporation
35 Doctrine of Limited Capacity Express, Implied, Inherent Powers,
Attributes, and Properties
6 Doctrine of Equality of Shares Shares presumed to be equal in all
aspect
Art 1790 - Partnership
6, 139 Trust Fund Doctrine considers the subscribed capital and trust
fund for the payment of the debts of the
corporators to which the creditor can look
for satisfaction. Liable only to the extent
of their unpaid subscription
6,63 Doctrine of Individuality of cannot issue Certificate of Stock unless
Subscription fully paid, one whole indivisible contract
6 Share in Escrow (meaning in shares held by the Third Persons for the
trust) benefit of Stockholder until the
stockholder has fully paid his subscription
10 Memorandum Circular 16, Any person, partnership, association or
series of 2019 corporation, singly or jointly with others
but not more than fifteen (15) in number,
may organize a corporation for any lawful
purpose or purposes
13 Incorporation Test place where it was incorporated
18 Quo Warranto Suit filed against de facto corporation, Only
Solicitor General can file it, questions the
legal existence of the corporation (Direct
attack)
Mandamus filed against the SEC if they refuses to
 issue COI, compel the performance of the
act
Escheat Kukuhanin ng government ang property
ng corpo
Derivative Suit
Cease and Desist (Order) May katulad na pangalan
Contempt Ayaw gawin ng corporation
22 Business Judgment Rule  BOD/BOT - governing body , the
members of bod are not liable for
honest business judgemnet made
in good faith
 The BOD are not liable for their
decisions are made is in good faith

22,25 Hold-Over Doctrine  BOD/BOT shall hold office until the

Doctrine of Hold-over successor is elected and qualified
 If 1 year period lapsed and still
don’t have elected BOD, the
previous BOD will continue to
function as such until a new set
BOD is elected

22 Theory of Original Power power of the BOD is original and

undelegated
27 Inherent Power of Amotion members of the BOD are removable
30 Special Fact Doctrine A director, trustee, or officer shall not
attempt to acquire, or acquire any interest
adverse to the corporation in respect of
any matter which has been reposed in
them in confidence, and upon which,
equity imposes a disability upon
themselves to deal in their own behalf;
30, 64, SOLIDARILY LIABLE instances where corpo is solidarily liability
130
31 Self-Dealing Directors A contract of the corporation with (1) one
or more of its directors, trustees, officers
or their spouses and relatives within the
fourth civil degree of consanguinity or
affinity is voidable
32 Interlocking Doctrine a contract between two (2) or more
corporations having interlocking directors
shall not be invalidated on that ground
alone
33 Corporate Opportunity Where a director, by virtue of such office,
 Doctrine/ Seizing Corporate acquires a business opportunity which
Opportunity should belong to the corporation, thereby
obtaining profits to the prejudice of such
corporation, the director must account for
and refund to the latter all such profits
35 Doctrine of Corporate If a corporation authorizes a particular
Immunity person or individual and that person
executes the act. The corporation will be
liable, the third person is immune.
Not Theory of General Capacity Corporation can exercise any power
followed except those are prohibited
in Ph Theory of Special Capacity the corporation can exercise those
powers are expressly allowed
everything is prohibited, except those
expressly allowed
67 Highest Bidder to such bidder who shall offer to pay the
full amount of the balance on the
subscription together with accrued
interest, costs of advertisement and
expenses of sale, for the smallest number
of shares or fraction of a share.
79 Doctrine of Automatic surviving corporation shall be responsible
Assumption of Liability for ALL liabilities and obligations
103 Deadlocks if the directors or stockholders are so
divided on the management of the
corporation’s business and affairs
Provisional Director shall be an impartial person who is
neither a stockholder nor a creditor of the
corporation or any of its subsidiaries or
affiliates, not a receiver of the corporation
and does not have the title and powers of
a custodian or receiver
138 MOTU PROPRIO On its own initiative even though there is
no case filed in court will dissolve the
corpo
139 Escheat any asset distributable to any creditor or
stockholder or member who is
unknown or cannot be found shall be
escheated in favor of the national
government.
144 Resident Agent may be either an individual
residing in the Philippines or a domestic
corporation lawfully transacting business
in the Philippines
 Voting
Section Who Votes What is it about?
10 Majority of the BOD and 2/3 of authorizing the person to sign the AOI –
the outstanding capital stock Director or Trustees Certificate
11 majority of ocs notifies the Commission that it elects to
retain its specific corporate term
pursuant to its articles of incorporation
11 Majority of OCS Retroactive – to decide

13 2/3 votes of OCS ratification in ultra vires act

14 Unanimous consent of remaining Two new voting requirements
BOD in case of emergency board
and
Self-dealing Director
15 majority of the BOD/BOT + amendment of articles of incorporation
2/3 of ocs/members
Majority and Majority Amendment of By-Laws
2/3 of OCS Amendment of Close Corporation
2/3 of Members Amendment in Cooperative
Majority+2/3, Majority+2/3 Amendment of Plan of Merger or
Consolidation
No vote, file within 60 days Amendment in Foreign Corporation
18 Majority of the BOD + vote to change the name of the
2/3 of OCS corporation
22 Majority of OCS Quorum - Stock
Majority of Members Quorum - Non-Stock
23 majority of ocs/members + election of BOT/BOD
majority of BOD/BOT
27 2/3 of ocs/members removal of BOT/BOD
Majority of OCS Meeting for removal
28 majority of the remaining vacancy in BOT/BOD
BOD/BOT
unanimous consent of remaining emergency board
directos
29 majority of ocs/members compensation of BOT/BOD
Majority of OCS Compensation of BOD
Majority of Quorum of BOD Dividends of SHs
31 2/3 of members + corporation vested with public interest
majority of independent must be approved
directorss
2/3 of ocs/members ratification three conditions
33 2/3 of ocs/members ratification of corporate opportunity
doctrine
34 Majority of the BOD vote to create ExCom
Majority of all its members vote to excom
36 M of the BOD/BOT + vote required power to extend or shorten
Ratified 2/3 of OCS/Members corporation
37 Majority of BOD and 2/3 of OCS To increase or decrease capital stock
Majority of BOD and 2/3 of OCS Bonded indebtedness
38 Majority of BOD and 2/3 of OCS Power to denied pre-emptive right
39 M of the BOD Sale or Other Disposition of Assets
Majority of the BOD + vote if NOT Primary Purpose
2/3 vote of the OCS
M of the BOD in case of abandonment
Majority of BOD and 2/3 of OCS sale of all or substantially all of the
corporate assets
41 Majority of BOD Primary Purpose ( Power to Invest
Corporate Funds in Another Corporation
or Business or for Any Other Purpose)
Majority of BOD and 2/3 of OCS If not the primary purpose
Majority of BOD if reasonably necessary to accomplish
its primary purpose (IMPLIED)
42 M of Quorum of BOD power to decclare dividends
2/3 of the OCS Issuance of stock dividend
Majority of Quorum of BOD + 2/3 Stock Vote
of OCS
Majority of the Q of the BOD Cash dividend vote
43 BOD and SHs (capital stock) Approval of management contract with
Majority of Members (nonstock) other corporation
M of BOD + M of Stockholders of Approved by Managing Corporation
both the managing and managed
corporation
Majority + Majority Manage Corporation
44 2/3 of the ocs ratification if ultra vires
45 Majority of OCS and Majority of Adoption of bylaws
Members (nonstock)
47 Majority of the BOD/BOT/Owners vote to amend/repeal the by-laws
+ Majority of OCS (Capital Stock)
majority of the OCS (Non-stock)
2/3 of ocs if delegated by the stockholders
Majority of the OCS Revocation of delegation
55 consent of ALL co-owners voting in case of Joint Ownership
75 Majority of the BOD vote required Merger and concolidation
2/3 of the ocs of both absorbing
and absorbed corp
 76 vote of the BOD only vote to abandon the plan of M or C
94 Majority of BOT vote to plan of distribution of assets
2/3 of members
102 2/3 of Ocs w/ or w/out voting Amendment of AOI in Close Corp
rights
114 2/3 of members vote to create Religious societies
134 M of BOD/BOT Voluntary Dissolution Where No
M of Ocs Creditors are Affected
135 M of BOD/BOT Voluntary Dissolution Where Creditors
2/3 of the ocs are Affected

Percentage
Section Percentage Explanation
6 25% In subscribe capital stock – 25% of the Capital Stock
25% If paid up capital stock – 25 % of the subscribe
capital stock
12 100% in so far as the Mass Media is concerned, it must be
Citizenship 100% Filipino owned
Requirement 70% and • Advertising Industry
30% • 70% Filipino, 30% any Nationality
60% and • Public Utilities, Educational Institution,
40% Exploration of Natural Resources
• Applied in the Philippines
• 60% Filipino, 40% any Nationality
22 20% The board of the following corporations vested with
public interest shall have independent directors
constituting at least twenty percent (20%) of such
board:
20% Atleast 20% must be independent directors
29 10% In no case shall the total yearly compensation of
directors exceed ten (10%) percent of the net income
before income tax of the corporation during the
preceding year.
32 20% Stockholdings exceeding twenty percent (20%) of the
outstanding capital stock shall be considered
substantial for purposes of interlocking directors.
35 25% Provided, That the Commission shall
not accept for filing any certificate of increase of capital
stock unless accompanied by a sworn statement of the
treasurer of the corporation lawfully holding office at
 the time of the filing of the certificate, showing that at
least twenty-five percent (25%) of the increase in
capital stock has been subscribed and that at least
twenty-five percent (25%) of the amount subscribed
has been paid in actual cash to the corporation or that
property, the valuation of which is equal to twenty-
five percent (25%) of the subscription, has been
transferred to the corporation

Limitation
Sec Limitation Explanation
6 banks, trust, insurance, and preneed companies, not be permitted to issue
public utilities, building and loan associations, no-par value shares of stock
and other corporations
11 banks, banking and quasibanking institutions, No application for revival of
preneed, insurance and trust companies, non- certificate of incorporation
stock savings and loan associations (NSSLAs),
pawnshops, corporations engaged in money
service business, and other financial
intermediaries

16 banks, banking and quasi-banking institutions, No articles of incorporation

preneed, insurance and trust companies, or amendment to articles of
NSSLAS, pawnshops, and other financial incorporation
intermediaries
22 Banks and quasi-banks, NSSLAs, pawnshops, The board of the following
corporations engaged in money service corporations vested with
business, pre-need, trust and insurance public interest shall have
companies, and other financial intermediaries independent directors
constituting at least twenty
percent (20%) of such
board
23 (1) Presence of the M of OCS (2) By ballot (3) Limitations for election of
No Delinquent stock shall be voted (4) directors
Presence of the Quorum (5) Notice must be
given (6) Plurality of votes (7) Voting shares
only
26 A. Convicted by Final Judgement (3) B. Grounds in the
Administratively liable for any offenses involving Disqualification of DTO
Fraudulent Acts C. By a Foreign Court for
violations of A and B
28 prevent grave, substantial, and irreparable loss Ground in Emergency
or damage to the corporation, Board
34 (1) approval of any action (2) filling of Restrictions on the power of
vacancies (3) amendment of by-laws ExCom
(4) amendment of resolution (5) distribution of
cash dividends to the shareholders

57 (1) Proxies shall be in writing, (2) signed and Limitations in Proxies

filed, by the stockholder or member, (3) in any
form authorized in the bylaws and received by
the corporate secretary within a reasonable time
before the scheduled meeting.

58 (1) valid only for a period of five (5) years, (2) Limitations in voting Trust
must be in writing and notarized, (3) shall be filed agreement
with the corporation and with the Commission

95 mining or oil Entities not allowed to be a

companies, stock exchanges, banks, insurance close corporation
companies, public utilities, educational
institutions
and corporations declared to be vested with
public interest in accordance
138 (a) Non-use of corporate charter (b) Continuous Grounds in Involuntary
inoperation of a corporation (c) Upon receipt of a Dissolution
lawful court order dissolving the corporation; (d)
Upon finding by final judgment that the
corporation procured its incorporation through
fraud; (e) Upon finding by final judgment that the
corporation:
(1) Was created for the purpose of committing,
concealing or aiding the commission of securities
violations, smuggling, tax evasion, money
laundering, or graft and corrupt practices;
(2) Committed or aided in the commission of
securities violations, smuggling, tax evasion,
money laundering, or graft and corrupt practices,
and its stockholders knew; and
(3) Repeatedly and knowingly tolerated the
commission of graft and corrupt practices or
other fraudulent or illegal acts by its directors,
trustees, officers, or employees.

Requisite/Requirements
Sec Requisites Reqs of What
3 1. SH do not exceed 20 3 Characteristic of
2. it cannot sell to other person 3. Close Corpo
it should not be listed in stock exchange
6 (1)Entities not Allowed to issue no par Restrictions
(2)Preferred shares have stated par value regarding issuance
(3)No Par-deemed fully paid, non-assessable, not liable of no par shares
for corporate creditors (4)No Par-
P5.00 minimum amount per share (5)Entire
consideration for no par shares shall be treated as capital
and not distributable as dividends

6 (1) They can vote but under AASIMIID Limitations

(2) entitled to preferences in the distribution of dividends regarding issuance
or assets of Preferred shares
(3) issued only with a stated par value
(4) BOD fix the consideration thereof
15 (1) They must submit the original and amended Limitations on the
articles powers of the
(2) must provide the underscoring of the amendments corporation to
amend
16 (1) Not in the Form required Grounds when AOI
(2) Illegal purpose may be
(3) Certification is false disapproved
(4) Percentage requirement not complied
(5) No favorable indorsement by the appropriate gov't
agency
16 1. Fraud improcurring the certificate of incorporation Suspension or
2. Series misrepresentation as what the corporation revocation of COI
can do or is doing
3. Refusal to comply with the lawful order of the court
4. Continues in operation for a period of 5 years
5. Failure to file by-laws
6. Failure to file reports

19 (1) Valid law Requisites of De

(2) Attempt to incorporate/organize Facto Corporation
(3) Actual user of corporate name
(4) Issuance of COI despite non-compliance with the
legal requirements
22 Receivership, Injunction, Dissolution, Derivative Suit Remedies in case
of BOD
Mismanagement
22 (1) own at least one share Qualifications of
(2) must be reg. in his name the BOD
(3) must continuously own the said share
24 (1) Meeting of the directors Requisites for the
(2) Presence of the quorum Board Meeting
(3) Majority of the quorum
(4) Place, time, and manner in the by-laws
27 (1) Meeting called for purpose Requisites for the
(2) previous notice to the Stockholders Removal of D or T
(3) vote of at least 2/3 of the OCS or 2/3 of the members

31 (1) presence of director or trustee was not necessary Requisites for the
(2) vote of D or T was not necessary for the approval contract to be Valid
(3) fair and reasonable
(4) authorized by the board of directors

Above requisites plus corporations vested with public Requisites if

interest, material contracts are approved by at least two- corporation vested
thirds (2/3) of the entire membership of the board, with at with public interest
least a majority of the independent directors voting to
approve the material contract;
40 (1) Legitimate purpose Requisites to
(2) Unrestricted Retained Earnings acquire own shares
48 (1) Proper place Requisites for Valid
(2) Stated time and date Meeting
(3) called by proper person
(4) previous notice
(5) Quorum
62 (1)signed by the president or vice president, Requirements of
(2)countersigned by the secretary or assistant secretary, certificate of stock
and
(3)sealed with the seal of the corporation
74 if the total assets or total liabilities of the corporation is New threshold
less than Six hundred thousand pesos (P600,000.00), or requirement
such other amount as may be determined appropriate by
the Department of Finance, the financial statements may
be certified under oath by the treasurer and
the president.

128 (1) written resolution signed and dated by single Requirements in

Stockholder record in lieu of
(2) recorded in the minutes book of the OPC meetings
134 No application for dissolution of banks, banking and entities required for
quasi-banking institutions, preneed, insurance and trust favorable
companies, NSSLAs, pawnshops, and other financial recommendation
intermediaries shall be approved by the Commission
unless accompanied by a favorable recommendation of
the appropriate government agency.