This document summarizes the voting requirements for various actions under the Revised Corporation Code of the Philippines. Key requirements include: - Amending articles of incorporation, extending or shortening the corporate term, increasing or decreasing capital stock, and other major decisions require a majority vote of the board and 2/3 vote of capital stock. - Removing directors or trustees, ratifying acts of disloyalty, and approving material contracts require a 2/3 vote of capital stock. - Filling board vacancies, actions of the executive committee, and adopting or amending bylaws require a majority vote in most cases. - Voluntary dissolution not affecting creditors requires a majority of the board and capital stock, while dissolution affecting

1. Revised Corporation Code of the Philippines. ​By: Harriet Sheen B. Gallentes COBLAW2 – T1 AY19-20
Note: “​Board” ​refers to both ​board of directors (stock corps) ​and ​board of trustees (nonstock corps), ​wherever applicable.
​“Capital Stock” ​refers to ​outstanding capital stock (stock corps) ​and ​members (nonstock corps), ​wherever applicable.
Section
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Purpose / Action sought to be done Voting Requirement
Sec. 15 Amendment of Articles of Incorporations ⦿ ​Majority vote of the board, (Quorum) AND
⦾ ​2/3 of capital stock
Sec. 27 Removal of Directors or Trustees ⦾ ​2/3 of capital stock
Sign a written demand for special meeting re: removal ⦿ ​Majority of capital stock
Sec. 28 Filling of vacancy in the board ⦿ ​Majority of remaining directors, if still
constituting a quorum;
- Otherwise, regular voting of stockholders/
members
Sec. 29 Granting compensation to directors other than per diems ⦿ ​Majority of capital stock
Sec. 30 (d) Public Interest – approve a ​material contract ⦾ ​2/3 of the entire membership of the board,
⦿ ​with at least ​Majority of independent directors
Ratifying by vote: company’s contract w/a director/officer ⦾ ​2/3 of capital stock
Sec. 33 Ratifying an act of disloyalty by a director ⦾ ​2/3 of capital stock
Sec. 34 Actions of the Executive Committee ⦿ ​Majority of ExeCom
Sec. 36 Extending or shortening the corporate term
(i.e. amendment of articles of incorporation)
⦿ ​Majority vote of the board, AND
⦾ ​2/3 ratification of capital stock
Sec. 37 Increase/Decrease capital stock;
Incur, create or increase bonded indebtedness
⦿ ​Majority vote of the board, AND
⦾ ​2/3 of capital stock
Sec. 38 Approval to issue shares as payment for property or debt ⦾ ​2/3 of capital stock
Sec. 39 Sale, lease, exchange, mortgage, pledge, dispose – prop/assets: ⦿ ​Majority vote of the board,
⦿ ​If non-stock, & no voting rights,
Majority of trustees is enough
Sale of ALL substantially ALL properties/assets/goodwill ⦾ ​2/3 of capital stock
Sec. 41 Investing corporate funds in another corporation or business,
or for another purpose other than its primary purpose
⦿ ​Majority vote of the board, AND
⦾ ​2/3 of capital stock
Sec. 42 Approval to issue stock dividends ⦾ ​2/3 of capital stock
Sec. 43 Entering into management contracts ⦿ ​Approved by at least the
Majority of the capital stock
Approval needed if:
- The corporation owns 1/3 of the outstanding capital
stock entitled to vote of the managing corporation
- Majority of the board of the managing corporation
also makes the majority of the board of the managed
corporation
⦾ ​2/3 of capital stock
Sec. 45 Adoption of bylaws ⦿ ​Majority of capital stock
Sec. 47 Amendment of bylaws ⦿ ​Majority of the board, AND
⦿ ​Majority of the capital stock
Delegate power to amend and repeal bylaws to the board.
Can be given through the decision of stockholders/members
⦾ ​2/3 of capital stock
Sec. 51 Quorum in Meetings shall consist of: ⦿ ​Majority representation of capital stock
Sec. 76 Approval / Amendment of a merger plan or consolidation ⦿ ​Majority of the board, AND
⦾ ​2/3 of capital stock of ALL constituent
corporations
Sec. 95 Not a closed corporation if: ⦾ ​2/3 of the capital stock is owned or controlled
by a corporation that is not a CLOSE CORPORATION
Sec. 102 Amendment of articles of incorporation of a CLOSED
CORPORATION seeking to:
1. Delete or remove a provision required by Title XII, or
2. Reduce quorum requirements, or
3. Reduce voting requirements
⦾ ​2/3 of the capital stock, or greater proportion
provided for in the articles of incorporation for
amending
Sec. 114 RELIGIOUS SOCIETIES: The decision of a religious society to
incorporate as a religious corporation
⦾ ​2/3 of its membership
Sec. 134 Voluntary Dissolution (NO creditors affected) ⦿ ​Majority vote of the board, AND
⦿ ​Majority affirmation vote of the capital stock
Sec. 135 Voluntary Dissolution (WITH creditors affected) ⦾ ​2/3 affirmative vote capital stock
YELLOW​ highlight -- MAJORITY
ORANGE​ highlight -- MAJORITY & 2/3
NO highlight -- 2/3