NAME POWER HOW EXERCISED NOTES

SECTION 35. (a) To sue and be sued in its corporate name; Every corporation incorporated under this
CORPORATE (b) To have perpetual existence unless the certificate of incorporation Code.
POWERS AND provides otherwise;
CAPACITY
(c) To adopt and use a corporate seal;
(d) To amend its articles of incorporation in accordance with the
provisions of this Code;
(e) To adopt bylaws, not contrary to law, morals or public policy, and to
amend or repeal the same in accordance with this Code;
(f) In case of stock corporations, to issue or sell stocks to subscribers
and to sell treasury stocks in accordance with the provisions of this
Code; and to admit members to the corporation if it be a nonstock
corporation;
(g) To purchase, receive, take or grant, hold, convey, sell, lease, pledge,
mortgage, and otherwise deal with such real and personal property,
including securities and bonds of other corporations, as the
transaction of the lawful business of the corporation may reasonably
and necessarily require, subject to the limitations prescribed by law
and the constitution;
(h) To enter into a partnership, joint venture, merger, consolidation, or
any other commercial agreement with natural and juridical persons;
(i) To make reasonable donations, including those for the public welfare
or for hospital, charitable, cultural, scientific, civic, or similar
purposes: Provided, That no foreign corporation shall give donations
in aid of any political party or candidate or for purpose s of partisan
political activity;
(j) To establish pension, retirement, and other plans for the benefit of its
directors, trustees, officers, and employees; and
(k) To exercise such other powers as may be essential or necessary to
carry out its purpose or purposes as stated in the articles of
incorporation
SECTION 36. A private corporation may extend or shorten its term as stated in the when approved by a majority vote of the
POWER TO articles of incorporation. board of directors or trustees, and ratified
EXTEND OR at a meeting by the stockholders or
SHORTEN members representing at least two-thirds
CORPORATE (2/3) of the outstanding capital stock or of
TERM its members.
SECTION 37. General Rule: No [stock] corporation shall increase or decrease its capital Approved by a majority vote of the BOD A certificate must be signed by a majority of the directors
POWER TO stock or incur, create or increase any bonded indebtedness. -and- of the corporation and the chairperson of the stockholders'
INCREASE OR Exception: Unless… meeting, stating:
DECREASE Approved by two-thirds (2/3) of the
outstanding capital stock at a stockholders' (a) That the requirements of this section have been
CAPITAL complied with;
STOCK; INCUR, meeting duly called for the purpose.
CREATE OR -and (b) The amount of the increase or decrease of the capital
INCREASE stock;
Prior approval of the Commission and
BONDED where appropriate, of the Philippine (c) In case of an increase of the capital stock, the amount
INDEBTEDNESS. Competition Commission. of capital stock or number of shares of no-par stock
NAME POWER HOW EXERCISED NOTES
Non-stock corporations may incur, create or increase bonded Approved by a majority of the board of thereof actually subscribed, the names nationalities
indebtedness when… trustees and addresses of the persons subscribing, the amount
-and- of capital stock or number of no-par stock subscribed,
the names, nationalities and addresses of the persons
Approved by at least two-thirds (2/3) of subscribing, the amount of capital stock or number of
the members in a meeting duly called for no-par stock subscribed by each, and the amount paid
the purpose. by each on the subscription in cash or property, or the
amount of capital stock or number of shares of no-par
stock allotted to each stockholder if such increase is
for the purpose of making effective stock dividend
therefor authorized;
(d) Any bonded indebtedness to be incurred, created or
increased;
(e) The amount of stock represented at the meeting; and
(f) The vote authorizing the increase or decrease of
capital stock, or incurring, creating or increasing of
bonded indebtedness.
SECTION 38. All stockholders of a stock corporation shall enjoy preemptive right to ALL stockholders of a stock corporation. Provided that such preemptive right shall not extend to:
POWER TO subscribe to all issues or disposition of shares of any class, in proportion (a) shares issued in compliance with laws requiring stock
DENY to their respective shareholdings, unless such right is denied by the articles offerings or minimum stock ownership by the public;
PREEMPTIVE of incorporation or an amendment thereto. or
RIGHT
(b) shares issued in good faith with the approval of the
stockholders representing two-thirds (2/3) of the
outstanding capital stock in exchange for property
needed for corporate purposes or in payment of
previously contracted debt
SECTION 39. A stock corporation may sell, lease, exchange, mortgage, pledge, or By a majority vote of its board of directors Subject to the provisions of Written notice of the
SALE OR otherwise dispose of its property and assets. or trustees; Republic Act No. 10667, proposed action and of the
OTHER otherwise known as the time and place for the
DISPOSITION "Philippine Competition meeting shall be addressed
OF ASSETS
Upon such terms and conditions and for Act", and other related to stockholders or members
such consideration… as its board of laws at their places of residence
directors or trustees may deem expedient. as shown in the books of the
A stock corporation may sell all or substantially all of the corporation's Which must be authorized by the vote of A sale or other disposition corporation and deposited to
properties and assets, including its goodwill, stockholders representing at least two- shall be deemed to cover the addressee in the post
thirds (2/3) of the outstanding capital substantially all the office with postage prepaid,
stock, or at least two-thirds (2/3) of the corporate property and served personally, or when
members, meeting duly called for the assets if thereby the allowed by the bylaws or
purpose. corporation would be done with the consent of the
Nonstock corporations without members with voting rights may enter into Provided there is the vote of at least a rendered incapable of stockholder, sent
any transaction authorized by this section. majority of the trustees in office continuing the business or electronically
accomplishing the purpose Provided, That any
of which it was dissenting stockholder
incorporated, according to may exercise the right of
its net asset value as shown appraisal under the
in its latest financial
statements.
NAME POWER HOW EXERCISED NOTES
A corporation may sell, lease, exchange, mortgage, pledge, or otherwise This may be done without the conditions provided in this
dispose of any of its property and assets if the same is necessary in the authorization by the stockholders or Code.
usual and regular course of business of the corporation or if the members. After such authorization or
proceeds of the sale or other disposition of such property and assets shall approval, the board may,
be appropriated for the conduct of its remaining business. nevertheless abandon such
sale, lease, exchange,
mortgage, pledge, or other
disposition of property and
assets without further action
or approval by the
stockholders or members.
SECTION 40. A stock corporation shall have the power to purchase or acquire its own Provided that the corporation has unrestricted retained
POWER TO shares for a legitimate corporate purpose or purposes, including: earnings in its books to cover the shares to be purchased or
ACQUIRE OWN (a) To eliminate fractional shares arising out of stock dividends; acquired.
SHARES.
(b) To collect or compromise an indebtedness to the corporation, arising
out of unpaid subscription, in a delinquency sale, and to purchase
delinquent shares sold during said sale; and
(a) To pay dissenting or withdrawing stockholders entitled to payment
for their shares under the provisions of this Code
SECTION 41. A private [stock] corporation may invest its funds in any other Approved by a majority of the board of Provided: That any Provided: That where the
POWER TO corporation, business, or for any purpose other than the primary purpose directors or trustees; dissenting stockholder shall investment by the
INVEST for which it was organized. -and- have appraisal right as corporation is reasonably
CORPORATE provided in this Code. necessary to accomplish
FUNDS IN
Ratified by the stockholders representing its primary purpose as
ANOTHER at least two-thirds (2/3) of the outstanding stated in the articles of
CORPORATION capital stock; incorporation, the
OR BUSINESS -or- approval of the
OR FOR ANY Approved by at least two-thirds (2/3) of stockholders or members
OTHER the outstanding capital stock at a meeting shall not be necessary.
PURPOSE duly called for the purpose.
Nonstock corporations may invest its funds in any other corporation, Approved by at least two-thirds (2/3) of
business, or for any purpose other than the primary purpose for which it the members at a meeting duly called for
was organized. the purpose.
NAME POWER HOW EXERCISED
SECTION 42. A stock corporation may declare dividends out of the unrestricted Through its board of directors of a stock
POWER TO retained earnings which shall be payable in cash, property, or in stock corporation
DECLARE to all stockholders on the basis of outstanding stock held by them -and-
DIVIDENDS
Approved by stockholders representing
at least two-thirds (2/3) of the
outstanding capital stock at a regular or
special meeting duly called for the
purpose.
SECTION 43. General Rule: No corporation shall conclude a management contract Approved by the board of directors and
POWER TO with another corporation. by the stockholders owning at least the
ENTER INTO Unless… majority of the outstanding capital stock,
MANAGEMENT -or-
CONTRACT
Approved by at least a majority of the
members in the case of a nonstock
corporation, or both the managing and
the managed corporation, at a meeting
duly called for the purpose
However, where a stockholder or stockholders representing the same Approved by the stockholders of the
interest of both the managing and the managed corporations own or managed corporation owning at least
control more than one-third (1/3) of the total outstanding capital stock two-thirds (2/3) of the total outstanding
entitled to vote of the managing corporation; capital stock entitled to vote,
-or-
Approved by at least two-thirds (2/3) of
the members in the case of a nonstock
corporation.
However, where a majority if the members of the board of directors of Approved by the stockholders of the
the managing corporation also constitute a majority of the members of managed corporation owning at least
the board of directors of the managed corporation two-thirds (2/3) of the total outstanding
capital stock entitled to vote,
-or-
NOTES
Provided, That any cash dividends due on
delinquent stock shall be first be applied to the
unpaid balance on the subscription plus costs and
expenses, while stock holders until their unpaid
subscription is fully paid
As a rule, stock corporations are prohibited from
restraining surplus profits in excess of one hundred
percent (100%} of their paid-in capital stock,
except:
(a) when justified by the definite corporate
expansion projects or programs approved by
the board of directors; or
(b) when the corporation is prohibited under any
loan agreement with financial institutions or
creditors, whether local or foreign, from
declaring dividends without their consent, and
such consent has not yet been secured; or
(c) when it can be clearly shown that such
retention is necessary under special
circumstances obtaining in the corporation,
such as when there is need for special reserve
for probable contingencies.
These shall apply to any contract whereby a
corporation undertakes to manage or operate all or
substantially all of the called services contracts,
operating agreements or otherwise
Provided, however, No management
That such service contracts shall be entered
contracts or operating into for period longer
agreements which that five (5) years for any
relate to the one term.
exploration,
development
exploitation or
utilization of natural
resources may entered
into such periods as
may be provided by the
pertinent laws or
regulations
NAME POWER HOW EXERCISED
Approved by at least two-thirds (2/3) of
the members in the case of a nonstock
corporation.
SECTION 47. The Board may amend or repeal the bylaws or adopt new bylaws. Exercised by majority of the board of
AMENDMENT directors or trustees, and the owners of at
TO BYLAWS least a majority of the outstanding capital
stock, or at least a majority of the
members of a nonstock corporation, at a
regular or special meeting duly called for
the purpose
-and-
The owner of two-thirds (2/3) of the
outstanding capital stock or two-third
(2/3) of the members in a nonstock
corporation may delegate to the board of
directors or trustees the power to amend
or repeal the bylaws or adopt new
bylaws.
SECTION 139. Every corporation whose corporate existence is terminated shall Every corporation …
CORPORATE nevertheless remain as a body corporate for three (3) years after the
LIQUIDATION effective date of dissolution for the purpose of prosecuting and
defending suits by or against it and enabling it to settle and close
its affairs, dispose of and convey its property, and distribute its
assets.
To convey all of its property to trustees for the benefit of stockholders, At any time during said three (3) years.
members, creditors, and other persons in interest.
NOTES
However, any power delegated to the board of
directors or trustee to amend or repeal the bylaws or
adopt new bylaws shall be considered as revoke
whenever stockholders owning or representing a
majority of the outstanding capital stock or majority
of the members shall so vote at a regular or special
meeting.
Whenever the bylaws are amended or new bylaws
are adopted, the corporation shall file with the
Commission such amended or new bylaws and, if
applicable, the stockholders' or members' resolution
authorizing the delegation of the power to amend
and/or adopt new bylaws, duly certified under oath
by the corporate secretary and majority of the
directors or trustees.
The amended or new bylaws shall only be effective
upon the issuance by the Commission of
certification that the same is in accordance with this
Code and other relevant laws.
However, not for the purpose of continuing the
business for which it was established.