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COMMERCIAL LAW REVIEW

Corporation Code
Atty. Myra-Diwata R. Caroy

CORPORATE POWERS

BOARD ACTION
CONSTITUENT ACTION BOTH
(Approved by majority of the
Section CORPORATE POWERS (Approval of the stockholders (Constituent Action and
Board of Directors/Trustees)
or members) Board Action)

1. 36 To sue and be sued 

2. Of succession by its corporate name 

3. Adopt and use corporate seal 
Issue or sell stocks to subscribers and sell treasury
4. 
stock
Purchase, receive, take or grant, hold, convey, sell,
lease, pledge, mortgage and otherwise deal with
5. 
such real and personal property, including securities
and bonds of other corporations
6. Make reasonable donations 
Establish pension, retirement and other plans for the
7. benefit of its directors, trustees, officers and 
employees
Other powers essential and necessary to carry out
8. 
the purpose/s stated in the articles of incorporation

29 not constitute a quorum  (if still constituting a for the purpose of filling quorum) b. Myra-Diwata R. Ground is other than by removal by the stockholders or members or by expiration of  (if the remaining the term directors or trustees do 10. 41 Power to acquire its own shares  power to invest corporate funds in anther 16. Vacancy results from removal by the the vacancy) stockholders or members of the expiration of  the term 11. COMMERCIAL LAW REVIEW Corporation Code Atty. 38 At least 2/3 votes  create or increase bonded indebtedness 13. Stock 2/3 vote  . 37 Power to extend or shorten corporate term At least 2/3 votes  Power to increase or decrease capital stock. 12. Property 2/3 vote  c. 40 Sale or other disposition of assets At least 2/3 votes  15. Caroy 9. incur. 43 Power to declare dividends a. Cash  b. 16 Amendment of Articles of Incorporation At least 2/3 votes  Power to fill-up vacancies in the office of director or trustee a. 42 At least 2/3 votes  corporation or business or for any other purpose 17. 39 Power to deny pre-emptive right At least 2/3 votes  14.

118 Voluntary dissolution where no creditors are affected At least 2/3 votes  26. 2/3 votes the Board of Directors 22. Myra-Diwata R. 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 Adoption of By-laws 19. 76 Approval of plan of merger or consolidation At least 2/3 votes  23. 119 Voluntary dissolution where creditors are affected At least 2/3 votes  . or At least 2/3 votes  b. 95 Approval of the plan of distribution of assets At least 2/3 votes of members  25. 46 Majority vote  Power to amend or repeal by-laws or adopt new by- 20. Caroy 18. 76 Amendment to the plan of merger or consolidation At least 2/3 votes  24. 44 Power to enter into management contract Majority vote  a. 48 Majority vote  laws Delegation of power to amend or repeal by-laws to 21. Stockholder or stockholders representing the same interest of both the managing and the managed corporations own or control more than 1/3 of the total outstanding capital stock entitled to vote. COMMERCIAL LAW REVIEW Corporation Code Atty.