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COMPARATIVE MATRIX
Batas Pambansa Bilang 68 (The Republic Act No. 11232 (Revised
Corporation Code of the Philippines) Corporation Code)
Section 5. Corporators are those who Corporators are those who compose a
compose a corporation, whether as corporation, whether as stockholders or
stockholders or as members. shareholders in a stock corporation or as
Incorporators are those stockholders or members in a non-stock corporation.
members mentioned in the articles of Incorporators are those stockholders or
incorporation as originally forming and members mentioned in the articles of
composing the corporation and who are incorporation as originally forming and
signatories thereof. composing the corporation and who are
signatories thereof.
Corporators in a stock corporation are
called stockholders or shareholders.
Corporators in a non-stock corporation
are called members.
ANNOTATION: Any person, partnership, association, singly or jointly with others, not
exceeding 15 may now be incorporators. Incorporators are those persons who originally
formed a corporation and are the first stockholders thereof. No minimum number is
required and majority of them need not be Philippines residents. Previously, a minimum
of 5 natural persons is necessary to create a corporation. Since there is no longer any
minimum number required for incorporators, any single natural person is now allowed to
form a corporation by himself/herself known as one person corporation.
Section 6. Classification of shares. – The SEC. 6. Classification of Shares. – The
shares of stock of stock corporations may classification of shares, their
be divided into classes or series of shares, corresponding rights, privileges, or
or both, any of which classes or series of restrictions, and their stated par value, if
shares may have such rights, privileges or any, must be indicated in the articles of
restrictions as may be stated in the articles incorporation. Each share shall be equal in
of incorporation: Provided, That no share all respects to every other share, except as
may be deprived of voting rights except otherwise provided in the articles of
those classified and issued as "preferred" incorporation and in the certificate of
or "redeemable" shares, unless otherwise stock.
provided in this Code: Provided, further, The shares in stock corporations may be
That there shall always be a class or series divided into classes or series of shares, or
of shares which have complete voting both. No share may be deprived of voting
rights. Any or all of the shares or series of rights except those classified and issued as
shares may have a par value or have no par “preferred” or “redeemable” shares,
value as may be provided for in the unless otherwise provided in this Code:
articles of incorporation: Provided, Provided, That there shall always be a class or
however, That banks, trust companies, series of shares with complete voting rights.
insurance companies, public utilities, and Holders of nonvoting shares shall
building and loan associations shall not be nevertheless be entitled to vote on the
permitted to issue no-par value shares of following matters:
stock. Preferred shares of stock issued by (a)Amendment of the articles of
any corporation may be given preference incorporation;
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in the distribution of the assets of the (b)Adoption and amendment of bylaws;


corporation in case of liquidation and in (c)Sale, lease, exchange, mortgage, pledge, or
the distribution of dividends, or such other other disposition of all or substantially all of
preferences as may be stated in the articles the corporate property;
of incorporation which are not violative of (d)Incurring, creating, or increasing bonded
the provisions of this Code: Provided, indebtedness;
That preferred shares of stock may be (e)Increase or decrease of authorized capital
issued only with a stated par value. The stock;
board of directors, where authorized in the (f)Merger or consolidation of the corporation
articles of incorporation, may fix the with another corporation or other
terms and conditions of preferred shares corporations;
of stock or any series thereof: Provided, (g)Investment of corporate funds in another
That such terms and conditions shall be corporation or business in accordance with
effective upon the filing of a certificate this Code; and
thereof with the Securities and Exchange (h)Dissolution of the corporation.
Commission. Shares of capital stock Except as provided in the immediately
issued without par value shall be deemed preceding paragraph, the vote required under
fully paid and nonassessable and the this Code to approve a particular corporate act
holder of such shares shall not be liable to shall be deemed to refer only to stocks with
the corporation or to its creditors in voting rights.
respect thereto: Provided; That shares
without par value may not be issued SEC. The shares or series of shares may or may
6. Classification of Shares. – The not have a par value: Provided, That
classification of shares, their banks, trust, insurance, and preneed
corresponding rights, privileges, or companies, public utilities, building and
restrictions, and their stated par value, if loan associations, and other corporations
any, must be indicated in the articles of authorized to obtain or access funds from
incorporation. Each share shall be equal in the public, whether publicly listed or not,
all respects to every other share, except as shall not be permitted to issue no par value
otherwise provided in the articles of shares of stock.
incorporation and in the certificate of Preferred shares of stock issued by a
stock. The shares in stock corporations corporation may be given preference in the
may be divided into classes or series of distribution of dividends and in the
shares, or both. No share may be deprived distribution of corporate assets in case of
of voting rights except those classified liquidation, or such other preferences:
and issued as “preferred” or “redeemable” Provided, That preferred shares of stock
shares, unless otherwise provided in this may be issued only with a stated par value.
Code: Provided, That there shall always The board of directors, where authorized
be a class or series of shares with in the articles of incorporation, may fix the
complete voting rights. Holders of terms and conditions of preferred shares of
nonvoting shares shall nevertheless be stock or any series thereof: Provided,
entitled to vote on the following matters: further, That such terms and conditions
(a)Amendment of the articles of shall be effective upon filing of a certificate
incorporation; (b)Adoption and thereof with the Securities and Exchange
amendment of bylaws; (c)Sale, lease, Commission, hereinafter referred to as
exchange, mortgage, pledge, or other “Commission”.
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disposition of all or substantially all of the Shares of capital stock issued without par
corporate property; (d)Incurring, creating, value shall be deemed fully paid and non-
or increasing bonded indebtedness; assessable and the holder of such shares
(e)Increase or decrease of authorized shall not be liable to the corporation or to
capital stock; (f)Merger or consolidation its creditors in respect thereto: Provided,
of the corporation with another That no-par value shares must be issued
corporation or other corporations; for a consideration of at least Five pesos
(g)Investment of corporate funds in (P5.00) per share: Provided, further, That
another corporation or business in the entire consideration received by the
accordance with this Code; and corporation for its no-par value shares
(h)Dissolution of the corporation. Except shall be treated as capital and shall not be
as provided in the immediately preceding available for distribution as dividends.
paragraph, the vote required under this A corporation may further classify its
Code to approve a particular corporate act shares for the purpose of ensuring
Comparative Matrix Corporation Code compliance with constitutional or legal
(1980) Revised Corporation Code (2019) requirements.
Page 3 of 120 (Note: Please check the
official versions of the Codes; SEC-OCS
March 08, 2019) for a consideration less
than the value of five (P5.00) pesos per
share: Provided, further, That the entire
consideration received by the corporation
for its no-par value shares shall be treated
as capital and shall not be available for
distribution as dividends. A corporation
may, furthermore, classify its shares for
the purpose of insuring compliance with
constitutional or legal requirements.
Except as otherwise provided in the
articles of incorporation and stated in the
certificate of stock, each share shall be
equal in all respects to every other share.
Where the articles of incorporation
provide for non-voting shares in the cases
allowed by this Code, the holders of such
shares shall nevertheless be entitled to
vote on the following matters: 1.
Amendment of the articles of
incorporation; 2. Adoption and
amendment of by-laws; 3. Sale, lease,
exchange, mortgage, pledge or other
disposition of all or substantially all of the
corporate property; 4. Incurring, creating
or increasing bonded indebtedness; 5.
Increase or decrease of capital stock; 6.
Merger or consolidation of the
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corporation with another corporation or


other corporations; 7. Investment of
corporate funds in another corporation or
business in accordance with this Code;
and 8. Dissolution of the corporation.
Except as provided in the immediately
preceding paragraph, the vote necessary
to approve a particular corporate act as
provided in this Code shall be deemed to
refer only to stocks with voting rights.
(5a)
ANNOTATION: Designating different types of shares with varying rights, privileges and
restrictions is still allowed. However, Founders’ shares given the exclusive right to vote
and be voted for are not allowed to exercise that right in violation of the Anti-Dummy Law
and the Foreign Investment Act. As for redeemable shares, their redemption shall now be
subject to any rules and regulations issued by the SEC, in addition to terms and restrictions
in the Articles of Incorporation and Certificate of Stock.
Section 11. Corporate term. – A SEC. 11. Corporate Term. – A corporation
corporation shall exist for a period not shall have perpetual existence unless its
exceeding fifty (50) years from the date of articles of incorporation provides otherwise.
incorporation unless sooner dissolved or Corporations with certificates of
unless said period is extended. The incorporation issued prior to the effectivity of
corporate term as originally stated in the this Code, and which continue to exist shall
articles of incorporation may be extended have perpetual existence, unless the
for periods not exceeding fifty (50) years corporation, upon a vote of its stockholders
in any single instance by an amendment of representing a majority of its outstanding
the articles of incorporation, in capital stock, notifies the Commission that it
accordance with this Code; Provided, elects to retain its specific corporate term
That no extension can be made earlier pursuant to its articles of incorporation:
than five (5) years prior to the original or Provided, that any change in the corporate
subsequent expiry date(s) unless there are term under this section is without prejudice to
justifiable reasons for an earlier extension the appraisal right of dissenting stockholders
as may be determined by the Securities in accordance with the provisions of this
and Exchange Commission. (6) Code. A corporate term for a specific period
may be extended or shortened by amending
the articles of incorporation: Provided, That
no extension may be made earlier than three
(3) years prior to the original or subsequent
expiry date(s) unless there are justifiable
reasons for an earlier extension as may be
determined by the Commission: Provided,
further, That such extension of the corporate
term shall take effect only on the day
following the original or subsequent expiry
date(s). A corporation whose term has expired
may, at any time, apply for a revival of its
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corporate existence, together with all the


rights and privileges under its certificate of
incorporation and subject to all of its duties,
debts and Comparative Matrix Corporation
Code (1980) Revised Corporation Code
(2019) Page 6 of 120 (Note: Please check the
official versions of the Codes; SEC-OCS
March 08, 2019) liabilities existing prior to
revival. Upon approval by the Commission,
the corporation shall be deemed revived and a
certificate of revival of corporate existence
shall be issued, giving it perpetual existence,
unless its application for revival provides
otherwise. No application for revival of
certificate of incorporation of banks, banking
and quasibanking institutions, preneed,
insurance and trust companies, non-stock
savings and loan associations (NSSLAs),
pawnshops, corporations engaged in money
service business, and other financial
intermediaries shall be approved by the
Commission unless accompanied by a
favorable recommendation of the appropriate
government agency.
ANNOTATION: Perpetual corporate existence is now allowed. Those whose corporate
existence were limited by the 50-year rule in the Old Code will automatically have
perpetual existence, unless they notify the SEC of their desire to stick to the limited 50-
year old term.
Section 12. Minimum capital stock SEC. 12. Minimum Capital Stock Not
required of stock corporations. – Stock Required of Stock Corporations. – Stock
corporations incorporated under this Code corporations shall not be required to have a
shall not be required to have any minimum capital stock, except as otherwise
minimum authorized capital stock except specifically provided by special law.
as otherwise specifically provided for by
special law, and subject to the provisions
of the following section.
ANNOTATION: Though there really has been no previously set minimum amount for a
corporation‘s authorized stock, it was however required to have a minimum subscription
of 25% of the total capital stock. 25% of which must be paid up upon subscription. The
amount for such paid up capital should not be less than 5,000. Under the new code, no
such minimum requirements re provided subject however to any contrary provision in
other laws.
Contents of the articles of incorporation. – SEC. 13. Contents of the Articles of
All corporations organized under this Incorporation. – All corporations shall file
code shall file with the Securities and with the Commission articles of incorporation
Exchange Commission articles of in any of the official languages, duly signed
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incorporation in any of the official and acknowledged or authenticated, in such


languages duly signed and acknowledged form and manner as may be allowed by the
by all of the incorporators, containing Commission, containing substantially the
substantially the following matters, following matters, except as otherwise
except as otherwise prescribed by this prescribed by this Code or by special law:
Code or by special law: 1. The name of the (a)The name of the corporation; (b)The
corporation; 2. The specific purpose or specific purpose or purposes for which the
purposes for which the corporation is corporation is being formed. Where a
being incorporated. Where a corporation corporation has more than one stated purpose,
has more than one stated purpose, the the articles of incorporation shall indicate the
articles of incorporation shall state which primary purpose and the secondary purpose or
is the primary purpose and which is/are purposes: Provided, That a non-stock
the secondary purpose or purposes: corporation may not include a purpose which
Provided, That a non-stock corporation would change or contradict its nature as such;
may not include a purpose which would (c)The place where the principal office of the
change or contradict its nature as such; 3. corporation is to be located, which must be
The place where the principal office of the within the Philippines; (d)The term for which
corporation is to be located, which must the corporation is to exist, if the corporation
be within the Philippines; 4. The term for has not elected perpetual existence; (e)The
which the corporation is to exist; 5. The names, nationalities, and residence addresses
names, nationalities and residences of the of the incorporators; (f)The number of
incorporators; 6. The number of directors directors, which shall not be more than fifteen
or trustees, which shall not be less than (15) or the number of trustees which may be
five (5) nor more than fifteen (15); 7. The more than fifteen (15); (g)The names,
names, nationalities and residences of nationalities, and residence addresses of
persons who shall act as directors or persons who shall act as directors or trustees
trustees until the first regular directors or until the first regular directors or trustees are
trustees are duly elected and qualified in duly elected and qualified in accordance with
accordance with this Code; 8. If it be a this Code; (h)If it be a stock corporation, the
stock corporation, the amount of its amount of its authorized capital stock, number
authorized capital stock in lawful money of shares into which it is divided, the par value
of the Philippines, the number of shares of each, names, nationalities, and residence
into which it is divided, and in case the addresses of the original subscribers, amount
share are par value shares, the par value of subscribed and paid by each on the
each, the names, nationalities and subscription, and a statement that some or all
residences of the original subscribers, and of the shares are without par value, if
the amount subscribed and paid by each applicable; (i)If it be a nonstock corporation,
on his subscription, and if some or all of the amount of its capital, the names,
the shares are without par value, such fact nationalities, and residence addresses of the
must be stated; 9. If it be a non-stock contributors, and amount contributed by each;
corporation, the amount of its capital, the (j)Such other matters consistent with law and
names, nationalities and residences of the which the incorporators may deem necessary
contributors and the amount contributed and convenient. An arbitration agreement
by each; and 10. Such other matters as are may be provided in the articles of
not inconsistent with law and which the incorporation pursuant to Section 181 of this
incorporators may deem necessary and Code. The articles of incorporation and
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convenient. The Securities and Exchange applications for amendments thereto may be
Commission shall not accept the articles filed with the Commission in the form of an
of incorporation of any stock corporation electronic document, in accordance with the
unless accompanied by a sworn statement Commission’s rules and regulations on
of the Treasurer elected by the subscribers electronic filing.
showing that at least twentyfive (25%)
percent of the authorized capital stock of
the corporation has been subscribed, and
at least twenty-five (25%) of the total
subscription has been fully paid to him in
actual cash and/or in property the fair
valuation of which is equal to at least
twenty-five (25%) percent of the said
subscription, such paid-up capital being
not less than five thousand (P5,000.00)
pesos.
ANNOTATION: The New Code recognizes that the Articles of Incorporation may be
authenticated, instead of merely being acknowledged before a notary public. It required
content are similar to those required under the Old Code however, it may now include an
arbitration agreement to govern intracorporate disputes and relations.