Fundamental changes between the old Corporation Code and Revised Corporation Code of the Philippines. Outline of important concepts regarding corporations in the Philippines. Best followed for Business Law or Accountancy students.

1. Part 4(a) – Corporation
AN OVERVIEW OF THE CHANGES TO THE CORPORATION CODE OF
THE PHILIPPINES
Even as laws have been enacted to address emerging markets inthe Philippines,
thebasic law oncorporations – Batas PambansaBlg. 68, or theCorporation
Code – has remained mostly intact since it went into effect in 1980. It had been
noted that the CorporationCodehad numerous stringent incorporationand
regulatory requirements which discouraged investors and Filipino entrepreneurs
to enter from entering thelocalmarket. [1] Theseconcerns have led to the
enactment of theRevised CorporationCodeof thePhilippines (Revised Code),
signed into law as Republic Act No. 11232inFebruary 2019. It has been asserted
that this landmark legislationwill removethebarriers hindering the entryof both
small and large enterprises inthemarket, as well as strengthening and simplifying
corporategovernance standards for amorestreamlined business environment. [2]
Featured below aresome of thekeychanges introduced bytheRevised Code.
FUNDAMENTAL CHANGES
Many of the provisions in theRevised Code introduce dramatic changes that alter
therules for establishing and maintaining corporations.
One-person corporations. TheRevised Code removes theminimum number of
incorporators required to establish acorporation; the old Codehad prescribed a
minimum of fiveincorporators. TheRevised Codegoes as far as to permit an
individual to form aone-personcorporation. Theallowance of one-person
corporations makeit easier for small to medium-sized business owners to
incorporate, thus providingaviable alternativefor sole proprietors. (Sec. 10)
Arbitration agreements embedded inarticles of incorporation or bylaws. The
Revised Code allows for an arbitrationagreement to be provided inthe articles of
incorporation(AOI) or bylaws of acorporation. With such anagreement inplace,
disputes betweenthecorporation, its stockholders or members that arisefrom the
implementation of AOI or bylaws or from intracorporaterelations shall now be
referred to arbitration. Disputes involving criminaloffenses or theinterests of third
parties remain non-arbitrable. (Sec. 181)
Corporations vested with public interest. TheRevised Coderefers to corporations
vested with public interest, which aresubject to additional regulatoryconditions
that do not applyto other corporations. Corporations vested with public interest
arerequired to elect acomplianceofficer uponorganization. (Sec. 24) They are
required to submit additional annual reports to theSecurities and Exchange
Commission (SEC), particularlya director/trustee compensationreport and a
director/trusteeappraisalor performancereport. (Sec. 177) Stockholders insuch
corporations havetheunequivocalright to voteto elect directors or trustees during
stockholders meetings through remotecommunications or in absentia. (Sec. 23)
Section22 of Revised Code identifies as corporations vested with public interest
those whosesecurities areregistered with theSEC, thoselisted with an exchange,
those with assets of at least 50Million Pesos and having 200or moreholders of
shares (with each holding at least 100shares of aclass of its equityshares), banks

2. and quasi-banks, non-stocksavings and loan associations, pawnshops,
corporations engaged inmoneyservicebusiness, preneed, trust and insurance
companies, and financial intermediaries. Theprovisionrequires that at least 20%
composition of theboards of thesecorporations be independent directors. The
SEC is also authorized to determine other corporations engaged inbusinesses
vested with public interest, after taking into account relevant factors which are
germaneto theobjectiveand purposeof requiring the electionof an independent
director.
Removalof minimum capitalstock requirement. The Revised Codedoes away
with theminimum capitalstockrequirement for stock corporations, except as
otherwisespecifically provided byspecial law. Thechange againworks to the
benefit of small to medium-sized enterprises bymaking it easier for them to
incorporate. (Sec. 12)
Indefinitecorporate lifespan. Theold Codehad prescribed amaximum corporate
term of 50 years and required corporations to amend their articles of incorporation
(AOI) to extend thecorporatelifefor another fifty-year period. Thenew Code now
provides that acorporationshallhaveperpetual existence unless its articles of
incorporationprovides otherwise. Existing corporations are evenpresumed now to
haveperpetual existence unless the stockholders vote to retain theoriginalterm
provided in theAOI, (uponavoteof the stockholders representing amajority of its
outstanding capitalstock) or anew specific period (upon a voteto amend the
articles of incorporationby stockholders representing at least 2/3 of the
outstanding capitalstock. (Sec. 11)
Revival ofcorporations whoseterm had already expired. The new Code expressly
allows acorporationwhoseterm has expired to applywith theSEC for arevival of
its corporateexistence, together with all the rights and privileges under its
certificate of incorporation. UponapprovalbytheSEC, thecorporationis deemed
revived. Thecorporationis also granted perpetual existence unless its application
for revivalspecifies otherwise. (Sec. 11)
Extended period to commencecorporate operations. Corporations arenow
allowed five years from incorporationto commenceoperations; theold Codehad
only allowed two years. (Sec. 21)
Delinquent corporations. A corporationthat had commenced its business may
now beplaced bythe SEC under delinquent status if it had becomeinoperativefor
aperiod of at least fiveyears; previouslysuch inactivity was alreadycausefor the
revocationof thecertificate of incorporation. A delinquent corporationhas two
years to resumeoperations; failureto do so is causefor theSEC to revoke the
certificate of incorporation. (Sec. 21)
Lifting theban oncorporate donations for political parties orcandidates. The
Revised Code amends Section36(9) of the Old Code, which stated that no
corporation, domestic or foreign, shall give donations inaid of any politicalparty or
candidateor for purposes of partisanpolitical activity. TheRevised Code now
expresslybans onlyforeign corporations from giving such donations

3. TECHNOLOGY-ENABLED CHANGES
Therevisionof the CorporationCodealso integrates technologicaladvances over
thelast four decades into therules governing corporations. Theold Code was
enacted before theonline age[3], or eventhe widespread useof thepersonal
computer in the1980s.[4]
Electronic Notices. The Revised Code allows written notices of regular stockholders
meetings to besent to allstockholders or members of record through emailor such
other manner as theSEC shall allow under guidelines it would prescribe. (Sec. 49)
A corporationis also allowed to specifyinits bylaws the means of communications
through which meetings would besent; these include regular or special
stockholders meetings (Sec. 50), meetings to increaseor decreasecapitalstock
(Sec. 37), to sell or dispose assets (Sec. 39), or to invest corporatefunds (Sec. 50)
Remote Participation. The Revised Code now allows members of theboard of
directors or trustees of everycorporation to participate inmeetings through
remotecommunication such as videoconferencing, teleconferencing or other
alternative modes of communicationthat allow them reasonableopportunities to
participate. (Sec. 52) Stockholders or members may also beallowed to voteduring
stockholders meetings through remotecommunication or in absentia, but onlyif
thecorporatebylaws authorizevoting through such means. (Sec. 49) The
exception, as earlier mentioned, is inthe caseof corporations vested with public
interest, wherestockholders and members are entitled to voteto elect directors or
trustees through remotecommunication or inabsentia evenwithout aprovisionin
the bylaws that authorizes voting through thosemeans.
Section49 of the Revised Coderequires the SEC to issuetherules and regulations
governing participation and voting through remotecommunicationor inabsentia.
Electronic filing and monitoring system. TheRevised Codemandates theSEC to
develop and implement an electronic filing and monitoring system. (Sec. 180) It
should benoted that the SEC already has an existing electronic Company
Registration System (CRS) that allows for theonline pre-processing of corporations
and partnerships, licensing of foreigncorporations, amendments of the articles of
incorporationand other corporateapplications requiring SEC approval. [5]

4. Part 4(b) – Corporation
Related Topics:
1. Definition of a Corporation
a. JuridicalPersonality
i. CorporateName
b. PerpetualSuccession
i. CorporateTerm (new)
c. Acquisitionof property, contract obligations and bringing of suits
d. Receipt and enjoyment in commonprivilege and immunities
2. JuridicalPersonality
3. Limited Liability
4. Piercing the veilof corporateexistence
a. Grounds
b. Forms
i. Defeats public convenience
ii. Fraud cases
iii. Alter ego cases
c. Effects
5. Nationality of a Corporation
6. Tests inDetermining Nationality
a. Incorporation/Domicilliary
b. Control
c. Grandfather
7. Kinds of Corporations
a. Domestic
b. Foreign
c. Public
d. Private
e. Government-owned and controlled
f. Dejure
g. Defacto
h. Estoppel
i. Prescription
j. Shell
k. Shelf
Relative Provisions under Republic Act No. 11232 or
The REVISED Corporation Code:
1. Sec. 2 - 4
2. Sec. 11
3. Sec. 17
4. Sec. 19 - 20
5. Sec. 140 - 153

5. Part 4(c) – Corporation
Related Topics
1. PrivateCorporations
a. Formation or creation
b. Powers
i. Express
ii. Implied
iii. Incidental
iv. Ratification
v. Ultra-vires vs. Void
c. Stock
d. Non-stock
e. Other Special Kinds
f. Composition
g. Articles of Incorporation
i. Nature
ii. Adoption
iii. Amendment
h. By-laws
i. Nature
ii. Adoption
iii. Amendment
iv. Binding third persons
i. Incorporators
j. Amount of Capital Stock to be prescribed or paid-up
k. When corporate existence commences
l. Corporate books and records
i. Minutes
ii. Accounts
iii. Stock and Transfer Book
2. Stock or Share Corporations
a. Doctrine of Equality of Shares
b. Trust Fund Doctrine
i. Restricted Retained Earnings
ii. Unrestricted Retained Earnings
c. Capital
d. Capital Stock
e. Authorized Capital Stock
f. Share of Stock
g. Subscribed Capital
h. Paid-up Capital
i. Pre-emptive Right
j. Increase or decrease of Capital Stock
k. Subscription contract
l. Consideration for stocks
m. Certificate of stocks and transfer of shares
n. Liability for watered stocks
o. Balance of subscription and delinquency sale
3. Classification of Stock
a. Par and Non-par
b. Voting
i. Founder's
ii. Common
iii. "Voting Trust Agreemet"
c. Non-voting
i. Preferred
ii. Redeemable
iii. Treasury
d. Promotion
e. Escrow
f. Over-issued
g. Watered
4. Rights of Stockholders
a. Management
i. Indirect
1. To vote directors
2. To remove directors
ii. Direct
1. To give approval to certain corporate
actions
b. Proprietary
i. Appraisal
ii. Issuance of Stock Certificate

6. iii. To proportionately participate in the distribution
of assets during liquidation
iv. To transfer stocks
v. Pre-emptive or First Refusal
vi. To inspect books and records
vii. To financial statements
viii. To recover stocks unlawfully sold to delinquent
payment of subscription
ix. To commence suits
c. Remedial
i. Individual
ii. Representative
iii. Derivative
d. Dividends
i. Dividends vs. Profits
ii. When and how issued
iii. Kinds
1. Cash
2. Stock
3. Property
5. Board of Directors, Trustees and Officers
a. Meetings
b. Board
c. Corporate officers
d. Compensation, liability and dealings
Relative Provisions under Republic Act No. 11232 or The
REVISED Corporation Code:
1. Sec. 6 - 8
2. Sec. 10 - 13
3. Sec. 15 - 18
4. Sec. 21 - 28
5. Sec. 30 - 34
6. Sec. 35 - 44
7. Sec. 45 - 47
8. Sec. 48 - 58
9. Sec. 59 - 64
10. Sec. 66 - 72
11. Sec. 73 - 79
12. Sec. 80 - 85
13. Sec. 86 - 87
14. Sec. 88 - 90
15. Sec. 91 - 94
16. Sec. 95 - 104
17. Sec. 105 - 114
18. Sec. 115 - 132
19. Sec. 173