Say Hi to the Revised Corporation Code of the Philippines!

No longer needing for at least 5 members; 1 person can now establish a corporation [Sections 115 to 132 have been devoted to this]

Removal of the minimum subscribed and paid-up capital requirements for stock corporations (subject to compliance with laws)

No more 50-year maximum existence as it has now gone perpetual

Chief Executive Officer (CEO) is made the alternative title to President and Chief Financial Officer (CFO) is made the alternative title to Treasurer

If a corporation does not formally organize and commence its business within a given period, its certificate of incorporation shall be deemed revoked. The given time period now is “within five (5) years”. Previously, failure to formally organize and commence the transaction of its business within two (2) years will result to the corporation being deemed dissolved. [Section 21]

Aside from being convicted by final judgement of an offense punishable by imprisonment for a period exceeding six (6) years or from violating the corporation code within five (5) years prior to the date of his or her election or appointment as a board director, trustee, or officer, now – persons with administrative liability for any offense involving fraud acts or those with a violation or misconduct case in a foreign court or equivalent foreign regulatory authority, may be deemed disqualified in becoming a director, trustee, or officer of a board. [Section 26]

The revised corporation code has also specified that a stockholder or a member who participates through remote communication, shall be deemed present for purposes of quorum. [Section 23] That’s a leap!

It is also added in the corporation code that the Commission shall, motu propio upon verified complaint, order the removal of a director or trustee elected despite a disqualification. [Section 27] You guys ready?

It is now emphasized in the revised code that directors or trustees shall not participate in the determination of their own per diems or compensation. [Section 29] I do hope this matters.

The Republic Act (RA) 10667, also known as the Philippine Competition Act, has been identified to be a guide in selling, leasing, exchanging, or disposing of a corporation’s property and assets. [Section 39] Amazing!

Now a private corporation may provide the modes by which a stockholder, member, director, or trustee may attend meetings and cast their votes, in its bylaws. This entails its openness to remote participation and attendance in the advent of technology. [Sections 46 and 88]

When it comes to place and time of meetings of stockholders or members, the revised corporation code also added metropolitan areas like Metro Cebu and Metro Davao as “cities” or “municipalities” aside from Metro Manila which was listed alone in the previous version. [Section 50]

Formerly, if the paid-up capital of the corporation is less than fifty thousand pesos (P50,000.00), the financial statements may be certified under oath by the treasurer or any responsible officer of the corporation. Now, it can be allowed if the total assets or liabilities of the corporation is less than six hundred thousand pesos (P600,000.00), or such amount as may be determined by the Department of Finance. Although now it must be done by both the treasurer and the president. [Section 74]

Submission of quadruplicate copies of articles of merger or of consolidation has also been modified, removing the need to have quadruplicates hopefully to save trees and leverage technology. [Section 79] Now that’s a Yay!

Now the right of appraisal may also be exercised in case of investment of corporate funds for any purpose other than the primary purpose of the corporation. [Section 80 – d]