RA 11232 (REVISED CORPORATION CODE OF THE PHILIPPINES)

I. GENERAL PROVISIONS: DEFINITIONS AND CLASSES

 Corporation- is an artificial being created by operation of law, having the right of succession, and the powers,
attributes, and properties expressly authorized by law or incidental to its existence (sec 2)
o Doctrine of Piercing the Veil of Corporate Entity; Disregarding the Fiction of Corporate Entity; Corporate Alter Ego

 Classes of Corp (sec 3)

o Stock Corp- has capital stock divided to shares, can distribute dividends
o Nonstock Corp- opposite
o Other classes of corp as to :(book, p. 213)
 Number of persons composing  If corp in a true sense or only in a limited sense
1. Corporation aggregate – 1+ corporator 1. True corp – exists by statutory authority
2. Corporation sole – religious corp, 1 corporator 2. Quasi-corp – without formal legislative grant
only (Title XIII Chap II) a. Corp by prescription – exercised corporate
 For religious purpose or not powers for an indefinite period without
1. Ecclesiastical corp – for religious purposes interference on the part of the sovereign
2. Lay corp – other than religious purpose; power
eleemosynary or civil b. Corp by estoppel – not a corp, but
 Charitable purpose considered as such to those persons who
1. Eleemosynary corp – for charitable purpose are precluded from asserting that it is not a
2. Civil corp – established for business or profit corporation (sec 20)
 State or Country  Public or private purpose
1. Domestic corp – incorporated under Philippine 1. Private corp (Title II) – private purpose, even if
laws whole / substantially all interest belongs to the
2. Foreign corp – incorporated under foreign laws State
(Title XV) a. Government-owned or controlled
 Legal Right to Corporate existence corporations (GOCC) – controlled by state
1. De jure corp – existing in fact and in law through a parent corporation or subsidiary
2. De facto corp – existing in fact but not in law (sec to the extent of at least majority of its
19) outstanding capital stock
 Open to public or not b. Quasi-public corp – given the grant of a
1. Close corp – limited to persons / members of a franchise from the State for the
family (Title XII) performance of some public duties for
2. Open corp – open to any person profit
 Relation to another corp 2. Public corp – created for political or public
1. Parent / Holding corp purpose connected with the administration of
2. Subsidiary corp government
a. Municipal corp, local governments
 Corporators- composes a corp (sec 5)
o SH: Stockholders / shareholders – those of the stock corp

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 o M: Members – those of the nonstock corp
o Incorporators- mentioned in AOI (Articles of Incorporation)
o Others (book, p. 219)
 Promoters - brings out the formation of corp
 Subscribers – takes and pays for original, unissued shares
 Underwriter – “assumes risk for a fee”; subscribes and takes the stocks in the event that it will be offered
to the public and not subscribed
 Classifications of Shares (sec 6)
o AOI (Articles of Incorporation) - states rights, privileges, restrictions & stated par value of classes of shares
o Each share shall be equal in all respects to every other share, unless stated in AOI
o No shares may be deprived with voting rights, except preferred and redeemable shares
 Nevertheless, nonvoting shares can vote with the ff matters: A A D B A M I D
a. AOI amendment e. ↑ or ↓ of authorized capital stock
b. Adoption & amendment of bylaws f. Merger/consolidation
c. Disposition of all/substantially all corporate property g. Investment of corporate funds to another business
d. Bonded indebtedness h. Dissolution of corp
o Shares may or may not have par value, but corporations authorized to access public funds, whether publicly
listed or not*, must issue shares w/ par value
 *Banks, trust, insurance and preneed companies, public utilities, building and loan associations
o Preference shares – terms fixed by BOD as stated in AOI, first in dividends and corporate assets upon
liquidation, must have par value
 SEC (Securities and Exchange Commission) – issues certificate regarding terms of PS
o Shares w/o par value
 deemed fully paid with consideration given which must be at least P 5.00/sh
 treated as capital, not available for dividend distribution
o Founder’s shares (sec 7) – given to founders; has rights & privileges not enjoyed by other SH
 Exclusive right to vote and be voted in BOD – max of 5 years from date of incorporation
o Redeemable shares (sec 8) – may be purchased by corp from SH upon the fixed time
o Treasury shares (sec 9) – issued and fully paid for, but reacquired by corp; can be disposed again for a
reasonable price

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II. INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS
 Number of and Qualifications of Incorporators – (sec 10)
o Person (legal age), partnership, association, corporation; 15 MAX; must subscribe at least 1 stock
o Corp for exercise of profession is PROHIBITED
 Corporate Term (sec 11)
o PERPETUAL EXISTENCE, unless AOI states period of existence
o If corp is created before RCC effectivity and retains agreed period, majority vote of OCS is needed (appraisal
right for dissenting vote can still be exercised, Title X)
o To shorten/lengthen period, it must NOT be done earlier than 3 years of original period, unless there is
justifiable reason
o Revival of corp- Certificate of Revival of Corporate Existence issued; favorable recommendation of the
appropriate government agency (FRAGA) is needed to financial intermediaries for approval of revival
 No minimum capital stock, unless RCC or special laws provide so (sec 12)
 Articles of Incorporation
o Contents and Form (sec 13, 14); to be followed substantially
1. Name of corp (ABC Inc., ABC Corporation, ABC 7. Authorized capital stock, no. of shares & par value
OPC) (Stock Corp); initial capital (Nonstock Corp)
2. Specific purpose/s (primary and secondary) 8. Names, nationalities, and residence of
3. Place of principal office, must be within PH contributors/subscribers, & amount
4. Term of corporate existence, if won’t exist perpetually contributed/subscribed
5. Incorporator’s names, nationalities, and residence 9. Names, nationalities, and residence of who must act as
addresses D/T before such are duly qualified and elected
6. Number of BOD (15 max) or BOT (no limit); 10.Such other matters consistent with law and which the
incorporators may deem necessary and convenient
o Amendment (sec 15)
 By vote of: BOD/BOT majority and 2/3 of OCS/M; unless provided by RCC and special laws
 Submission: changes are UNDERSCORED, copy duly certified under oath by corporate secretary,
statement of required votes fulfilled, submitted to SEC
 Effectivity: upon SEC approval, or if not acted by SEC within 6 months from filing
 Disapproval of amendment (sec 16), if not compliant with RCC’s requirements, SEC must give
reasonable notice
 FRAGA needed by financial intermediaries for AOI amendment
 Corporate Name (sec 17)
o *SEC rejects name if (1) not distinguishable from other names, (2) already protected by law, or (3) contrary to
existing laws, rules and regulations

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 o Not distinguishable even if (a) word “corporation”, “company” etc., or (b) punctuations, conjunctions, etc. are
added
o If SEC determines such name as violative to bullet 1*,
 may order to cease and desist usage of name; may also order removal of signages, marks, ads, labels, etc.
bearing such name
 Certificate of Incorporation issued with amended name
 If corp won’t comply with order, corp & its directors could be held liable administratively, civilly, and/or
criminally, and/or revoke the registration
 Registration, Incorporation, Commencement of Corporate Existence (sec 18)
o Corporate name is checked if not against bullet 1* then reserved in their favor; AOI & Bylaws submitted after
o Certificate of Incorporation (COI) issued if all requirements are complied; issuance=start of juridical
existence
 Effects of: (sec 21)
o Non-use of corporate charter- if business not started 5 years after COI issuance, COI is revoked
o Continuous inoperation- if business does not operate 5 consecutive years, corp is delinquent; must resume
operations and comply requirements to lift such status with 2 years from delinquency, or else COI is revoked
 De Facto Corp (sec 19)
o Existence could only be directly attacked by the Solicitor General through a quo warranto proceeding
o Direct Attack vs Collateral Attack (book, p. 283)
 DA is where the State attacks the existence of an association claiming to be a corp
 CA is one whereby corporate existence is questioned in some incidental proceeding
 Corp by Estoppel (sec 20) – persons liable as general partners; lack of corporate personality cannot be used as
defense; anyone who assumes an obligation to an ostensible corporation as such cannot resist performance thereof
on the ground that there was in fact no corporation

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III. BOARD OF DIRECTORS/TRUSTEES AND OFFICERS
 BOD/BOT Roles, Qualifications, and Term (sec 22) exercise conduct control
o Exercise corporate powers (Title IV), conduct all business, and control all properties
o Must act as a board to bind the corp; discretionary powers cannot be delegated; proxies prohibited
o D- 1-year term; T- not more than 3 years term
o Corporations vested with public interest- at least 20% of BOD/BOT must be independent
 Corps (a) covered by sec 17.2 or RA 8799; (b) financial intermediaries, (c) others
 BOD/BOT Election (sec 23)
o As a general rule, who can vote? Each SH/M
o Who must be present, either in person or by proxy? majority owners of OCS, or members
o Remote comm or in absentia voting - can be done if in bylaws or majority vote of BOD; corp vested with
public interest may do even if bylaws do not provide
o 1 share = 1 vote; no delinquent stock shall be voted
 Corporate Officers – shall manage the corp and perform such duties as provided in Bylaws or resolved by
BOD/BOT (sec 24)
o D/T must elect (1) President - must be a director (2) Treasurer- must be a resident (3) Secretary – must be a
citizen & resident, (4) compliance officer – for corp vested with public interest, (5) other officers in Bylaws
o May handle 2+ positions concurrently, except being P & T or P & S, unless otherwise allowed
 Report of Election, Non-holding of Election, & Cessation from Office (sec 25)
o Report - Within 30 days after election, S must submit to SEC the names, nationalities, shareholdings, &
residence address of elected D/T/O
o Non-holding of election - must be reported within 30 days from scheduled date, new date must be reported
within 60 days from scheduled date
o Cessation – S or D/T/O reported to SEC within 7 days from knowledge of cessation of holding office
 Disqualification- if within 5 years prior to election, the person was: (sec 26)
a. Convicted by final judgement
1. For an offense punishable by imprisonment for more than 6 years
2. For violating RCC
3. For violating RA8799 (SRC)
b. Administratively liable for any offense involving fraudulent acts
c. Done a & b by a foreign court or authority

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 Removal of D/T (sec 27)
o Vote of 2/3 of OCS or 2/3 of M; to be done in a regular or special meeting (P or S’s call, or written demand of
majority of SH/M)
o May be with or without just cause, but must not deprive minority SH/M of right of representation
o SEC – may order removal of BOD/BOT motu proprio or upon verified complaint, and after due notice and
hearing
 Vacancies, Emergency Board (sec 28)
o Due to removal or term expiration- must be filled by SH/M in a regular or special meeting; election to be held
no later than such day
o Due to other cases – vote of majority of BOD/BOT if still constituting a quorum; within 45 days from date of
vacancy
o Emergency – if vacancy prevents constitution of quorum, filled temporarily through unanimous vote of
BOD/BOT, creation of emergency board must be notified to SEC within 3 days of creation
 Compensation of D/T (sec 29)
o General rule: NO compensation in their capacity as such, except for reasonable per diems
Exception: if Bylaws do not provide for their fixed compensation; could be granted by SH/M in a majority
vote
o Total yearly compensation of D/T must NOT exceed 10% of NIBT
o D/T must not participate in determining their own compensation
o Compensations vested with public interest – annual report of total compensation
 Liability of D/T/O; (sec 30)
o must be JOINTLY AND SEVERALLY liable for damages if they:
 Willfully vote to patently unlawful acts
 Guilty of gross negligence or bad faith
 Acquire personal interest in conflict with their duties
o Must be liable as TRUSTEE if they: acquire, or attempt to, any interest adverse to the corp in respect of any
matter which has been reposed to them in confidence
 Dealings of D/T/O (or those within the 4th degree of consanguinity) with the Corp (sec 31)
o Contract is VOIDABLE, unless
 Presence of such D/T is unnecessary to constitute a quorum
 Vote of such D/T is unnecessary for approval of contract
 Contract is fair and reasonable
 Corp vested with public interest: approved by 2/3 of OCS, & majority of independent D
 If O, contract is authorized by BOD
o If 1-3 is absent, contract may be ratified through 2/3 of OCS/M; full disclosure needed
 Contracts between corps with Interlocking D’s- VALID
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 o shall NOT be invalidated on such ground alone; except in fraud cases or contact is not fair
o if interest of ID is substantial (exceed 20% of OCS) on one corp and nominal on the other, sec 31 applies
 Disloyalty of D- (sec 33)
o Must refund all profits to corp if they acquire business opportunity, by virtue of their office, that should have
been for the corp and obtained profits at the latter’s prejudice
o Except if ratified through vote of 2/3 of OCS
 Executive, management, and other special committees (sec 34)
o Executive committee- at least 3 D’s, unless Bylaws so provide
IV. POWERS OF CORPORATIONS
 Corporate powers and capacity (sec 35)
o To sue and be sued in its corporate name o To make reasonable donations, Provided, that no foreign
o To have perpetual existence unless the COI provides corporation shall give donations in aid of any political
otherwise party or candidate or for purposes of partisan political
o To adopt and use a corporate seal activity;
o To amend its AOI o To establish pension, retirement, and other plans for the

o To adopt bylaws benefit of its directors, trustees, officers, and employees;

o To issue or sell stocks & sell treasury stocks, to admit and

members o To exercise such other powers as may be essential or

o To acquire or convey any personal or real property, necessary to carry out its purpose/s as stated in the articles

subject to constitutional and statutory limitations of incorporation.

o To enter into commercial agreement with natural and

juridical persons;
o Express vs Implied vs Incidental Powers of a Corporation
 Exp- expressly conferred upon the corp by law
 Imp- reasonably necessary to exercise exp
 Inc- can be exercised due to its being as a corp
 Extend/shorten corporate term (sec 36)
o Majority vote of BOD (written notice), ratified by 2/3 of OCS /M
 Increase/decrease capital stock; incur, create, or increase bonded indebtedness (sec 37)
o Majority vote of BOD (written notice), ratified by 2/3 of OCS /M
o Application to SEC must be made within 6 months from BOD & SH’s approval
 Deny preemptive right (sec 38)
o If new stocks are issued, it must be offered first to existing SH; such may be waived
 Sale or other disposition of assets (sec 39)
o Majority vote of BOD/BOT (written notice), ratified by 2/3 of OCS /M
o Appraisal Right exercisable
 Acquire own shares; if corp has unrestricted retained earnings to cover such shares; for such purposes (sec 40)
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 o Eliminate fractional shares, collect indebtedness to corp, pay dissenting or withdrawing stockholders
o Trust Fund Doctrine (book, p. 359)
 Invest corporate funds in another corp (sec 41)
o Majority vote of BOD/BOT (written notice), ratified by 2/3 of OCS /M
o Appraisal Right exercisable
o If such is necessary to achieve primary purpose (in AOI), voting is not needed
 Declare dividends out of unrestricted retained earning- cash, property, stock (sec 42)
o Delinquent stocks – cash div applied for their dues, stock div withheld until dues are paid
o Stock dividend declaration requires approval of 2/3 of OCS needed for declaration
o Stock corps not allowed from retaining surplus profits in excess of 100% of paid-in capital stock
 Management Contract – 1 corp manages or operates all/ substantially all of business of another corp (sec 43)
o BOD approval & majority of SH; if 1 SH holds 1/3 of managing corp, 2/3 of OCS needed
o Must NOT be longer than 5 years for 1 term
 Ultra Vires Acts of Corp (sec 44)
o UV- not within the express, implied, or incidental powers of the corp (Intra Vires); beyond the conferred
powers of a corp or the purpose for which it was created
o UV vs IV vs Illegal Acts

V. BYLAWS
 Adoption- majority vote of SH/M, kept at principal office (sec 45)
o Filed prior to incorporation – effective upon issuance of COI
o Filed after incorporation – effective upon issuance of certificate of the bylaws’ congruence to RCC
o Certificate of the Appropriate Gov’t Agency – needed to be attached for special corporations
 Contents – for internal regulations (sec 46)
a. Time, place, manner of calling, & g. Time of holding annual election for BOD/T & mode of giving
conducting BOD/T meetings notice
b. Time, place, manner of calling, & h. Manner of election/appointment & term of officers
conducting SH/M meetings i. Penalties for violating BL
c. Required quorum j. Manner of issuing stock certs (for stock corps)
d. Modes of casting votes other matters as may be necessary for the proper or convenient
e. Form of proxies and manner of voting transaction of its corporate affairs for the promotion of good
f. D/T’s guidelines for qualification, duties, governance and anti-graft and corruption measure
responsibilities, compensation
 Amendment (sec 47)
o Majority vote of BOD/BOT, and 2/3 of OCS /M; any power delegated to BOD in amending bylaws is
considered revoke by the vote of 2/3 of OCS /M
o Effective when SEC issues certification
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VI. MEETINGS
Matters Stockholders and Members Board of Directors and Trustees
Frequency Regular M: ANNUALLY on a: (a) fixed date Regular M: MONTHLY, unless bylaws
in bylaws or (b) any date after April 15 as provide
determined by BOD/BOT Special M: upon call of president, or when
Special M: As deemed necessary bylaws provide
Prior Written Notice Regular M: Within 21 days prior to date; 2 Regular M: at least 2 days before date,
weeks if postponed unless bylaws provide; can be waived by
Special M: within 1 week prior to date D/T expressly or impliedly
Place and Time SH: principal office, or the city/municipality Within or outside Philippines, unless bylaws
where it is located provide otherwise
M: within PH territory
Agenda (sec 49) Transaction of corporate business and
election of corporate acts
Closing of Stock and Regular M: at least 20 days before date n/a
Transfer Book Special M: at least 7 days before date
Right to Vote In person, by proxy, or through remote In person or through remote communication,
communication (SEC regulated) proxies are prohibited

If SH grants security interest in his/her

shares in Corp, SH-grantor may give voting
right to secured creditor/grantee (sec 54)
Presider Chairman of the Board, or President, unless Chairman of the Board, or President, unless
bylaws provide bylaws provide
Quorum Majority, unless provided by RCC or bylaws Majority, unless provided by RCC or bylaws
Other Matters RCC Provisions
Joint Ownership of Def: there is two or more owners in the shares of stock
Stock -Consent of all owners necessary, unless there is written proxy, signed by all co-owners
-If there is “and/or” capacity, any joint owner can vote or appoint a proxy
Voting Trusts Def: An agreement which places the control of all or part of stocks in the hands of one or few
persons, acting as trustee/s of such shares
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 -should not exceed 5 years, but if such voting trust is required as condition in a loan
agreement, it expires only upon full payment of loan, notwithstanding the 5-year period
-must be in writing and notarized, or else unenforceable
-trustees/transferees must deliver voting trust certificates to transferors
-shall not be used to circumvent the laws
-all rights granted shall expire upon end of agreed period

VII. STOCKS AND STOCKHOLDERS

 Subscription Contract – acquisition of unissued stocks
o Pre-incorporation Subscription – irrevocable within 6 months from subscription and after submission of AOI,
unless all other subscribers will consent, or the incorporation fails (sec 60)
o Interest on Unpaid Subscriptions – if no rate fixed, legal rate is applied (6%) (sec 65)
o Delinquency - payment of balance not done by within 30 days after specified date, or at the BOD’s call (sec
66)
 Delinquency Sale – declared by BOD within 30-60 days from date of delinquency (sec 67)
 Notice of sale to be given to subscriber, and published once a week for two consecutive weeks in a
newspaper
 Public auction – to be sold to the (highest) bidder offering smallest number of shares whose favor
shall the shares be issued on, remaining shares credited thereafter to delinquent subscriber
 If no bidder – corp may bid for the same (treasury)
 Court action to recover unpaid subscription may be done (sec 69)
 Question of Sale (sec 68)
 Can be done if questioning party first pays to the purchaser the sum for which it was sold; must be
done within 6 months from the sale
 Rights of Subscribed Shares not fully paid
 If delinquent – SH’s rights not exercisable (cannot vote and be voted), except as to dividends (sec 70)
 If not delinquent - SH’s rights exercisable (sec 71)
 Stocks
o Consideration – must not be lower than par value or issued price (sec 61)
 Promissory notes or future service = invalid consideration, shares cannot be issued
o Certificate of Stock, Transfer of Shares (sec 62)
 Signed by P or VP, countersigned by S or AS, with corporate seal
 Transferrable by delivery or indorsement of owner, attorney-in-fact, or those with legal authority; no
transfer is valid, except as to the parties, until recorded in the books of corp
 Issued when full amount of subscription, plus interest and expenses, is paid (sec 63)
o Watered Stocks – stocks issued below par value (sec 64)

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  D/O (consented to issuance and had knowledge with the insufficiency) is solidarily liable with SH to the
corp or its creditors for the deficit
o Lost or Destroyed Certificates (sec 72)
 Registered owner or legal rep must file an Affidavit in triplicate (3 copies)
 After verifying the contents of affidavit, notice should be published in a newspaper of general circulation,
once a week for three consecutive weeks
 If after 1 year of last publication, no objection is received, the lost shares shall be cancelled
 New ones shall be issued, unless an objection is raised in which issuance must be suspended until final
judgement from the court is rendered in favor of the owner
 No action must be brought to the reissuing corp except in cases of fraud, bad faith, or negligence on the
part of corp or its officers

VIII. CORPORATE BOOKS AND RECORDS

 Books and records to be kept – at its principal office (sec 73)
o AOI & BL, with amendments; ownership structure; names & addresses of BOD/T & O; record of business
transactions; record o BOD resolutions; copies of latest reportorial requirements submitted to SEC; minutes of
BOD/BOT and SH/M meetings (par 1)
o Right of inspection (par 2-6)
 at reasonable hours by any D/T, SH/M in person or by rep, bound to confidentiality
 none for non-SH/M or any competitor
 abuse of right by SH=administrative sanction (sec 158); w/o prejudice to RA 8293 & 10173
 O’s refusal for inspection – damages under sec 161; borne by D/T that ordered the refusal through a
resolution; defense if info was to be used improperly
 Failure of act from demand for inspection – aggrieved party may report to SEC, within 5 days of report,
SEC must conduct a summary investigation & issue order for inspection
 Stock and Transfer Book (par 7-8)
o Must be in the principal office or STA’s office
o Content: names of SH, installments paid & unpaid, statement of transfers, & other prescribed info
o Stock Transfer Agent – registers transfer of stocks; must pay fee to SEC & have license to be renewed
annually
 Right to FS – most recent, in the form & substance required by SEC (sec 74)
o To be furnished within 10 days of written request by SH/M
o If TA/TL < P600k, it must be certified under oath by treasurer & president

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IX. MERGER AND CONSOLIDATION
 Difference
o M: A + B = A/B (surviving corp)
o C: A + B = C (consolidated corp)
 Plan (sec 75)
o (a) Names of constituent corps, (b) terms, (c) statement of changes in AOI of surviving corp or new AOI of
consolidated corp, and (d) other necessary provisions
 SH/M’s approval (sec 76)
o Majority vote of BOD/BOT and 2/3 vote of OCS/M of the constituent corps
o Appraisal right of BOD/BOT after OCS/M’s approval is extinguished
o Amendment of the plan: Majority vote of BOD/BOT and 2/3 vote of OCS/M of the constituent corps
 Articles of Merger / Consolidation – to be signed by P/VP, countersigned by S/AS (sec 77)
a. Plan of merger/consolidation e. Method to be used in the merger/consolidation of
b. No, of shares outstanding / no. of members accounts
c. No. of shares or members voting for and against it f. Provisional or pro forma values, as merged or
d. Carrying amounts and Fair Values of assets & liabilities consolidated, using the accounting method
of the constituent corps g. Other prescribed info by SEC
 Effectivity (sec 78)
o Upon issuance certificate of the approval of submitted AOM/C
o For corps created by special laws, FRAGA shall first be obtained
 Effects (sec 79)
o Constituent corps shall become a single corp, separate existence shall cease, surviving/consolidated corp
shall have all rights and be subject to duties as given by RCC, and assume all obligations of the constituent
corps

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X. APPRAISAL RIGHT
 Definition – SH’s right to demand payment of the fair value of his shares after a dissenting vote on a proposed
corporate action (book, page 473)
 When exercisable (sec 80)
o Amendment in AOI causing changes or restrictions of the rights of any SH or class of shares,
extending/shortening corporate existence
o Disposition of all / substantially all corporate property
o Merger / consolidation
o Investment of corporate funds
 How exercised (sec 81)
o Written demand to the corp within 30 days from date of voting; not doing such is deemed waiver
o If within 60 days from approval, FV of shares cannot be agreed, it shall be determined by 3 persons
 (1) named by SH, (2) named by corp, (3) named by both
 Findings of the majority is final, and payment shall be made within 30 days from awarding
o Corp must have unrestricted RE to cover payment, and shares should be transferred to the corp after payment
 Effect of Demand and Termination or Right (sec 82)
o All rights of such shares, other than payment, are suspended when demand is made; if not paid within 30 days
from awarding, all rights shall be immediately restored
 When Right Ceases: demand may be withdrawn but consent of the corp is needed (sec 83)
 Cost of appraisal borne by the CORP, but if FV ascertained is approximately the same as the amount offered to
SH, the latter bears such (sec 84)
 Within 10 days after demand, SH must return COS for Notation that such are dissenting shares; when transferred,
rights of transferor (dissented) ceases and rights from the shares are in favor of the transferee (sec 85)

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XI. NONSTOCK CORPORATION
 NS Corp – no part of income distributed as dividends, used for furtherance of its purpose/s (sec 86)
 Purpose – charitable, religious, educational, professional, cultural, fraternal, etc. (sec 87)
A. Members
 General rule: 1 member = 1 vote; can be exercised in person, by proxy, or remote communication (sec 88)
 Membership and all rights therefrom are personal and non-transferable unless provided by AOI or BL (sec 89)
 Membership terminates as provided in AOI or BL (sec 90)
B. Trustees and Officers
 T could be more than 15, term not more than 3 years, must be a Member except as with NS corp vested with
public interest (independent trustee), O directly elected by M unless provided in AOI or BL (sec 91)
 Must keep list of M and its proxies to be updated within 20 days to any scheduled election; meetings may be held
anywhere within the Philippine territory, there must be proper notice (sec 92)
C. Distribution of Assets in Nonstock Corporations
 Rules of Distribution – upon dissolution, the assets must be applied and distributed in the following order: (sec
93)
a. All Liabilities
b. All Assets with a condition of returning, transferring, or conveying upon dissolution
c. All Assets for charitable, religious, benevolent, educational, or similar purposes; should be transferred to
another substantially similar NS corp/s
d. All Assets other than b & c, as provided in AOI or BL
e. All Assets other than d
 Plan of Distribution (sec 94)
o BOT adopts by a majority vote; written notice to M; 2/3 of M must approve

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XII. CLOSE CORPORATIONS
 Definition (sec 95)
o (a) All issued stocks are to be held by specified persons, must not exceed 20, (b) Such stocks are subject to
specified restrictions, (c) Corp must not list in any stock exchange
o Corp not closed if 2/3 of its voting stock is controlled by an open corp
o Cannot be closed: corp vested with public interest (mining or oil, stock exchange, banks, insurance
companies, public utilities, educational institutions, etc.)
 AOI
o Contents (sec 96)
 (a) Classification, holding qualifications, and restrictions of shares; (b) classification of D into 1 or more
class (1 D per class); (c) greater quorum or voting requirements
 May provide that rather than BOD, SH manages; they will be deemed as D for applying RCC and be
subject to the liabilities as D
o Amendment – vote of 2/3 of OCS (sec 102)
 Restrictions on Transfer of Stocks
o Validity – must appear in AOI, BL, and COS, otherwise, not binding to any purchaser in good faith (sec 97)
o Effects in Breach of Qualifying Conditions (sec 98)
 BOD, SH of Closed Corp
o Agreement by SH (sec 99)
o Board Meetings, Unnecessarily Held – deemed valid if either: (sec 100)

-DSB
  (a) Written consent is signed by BOD, (b) SH have actual or implied knowledge of the action and made
no objection in writing, (c) D are accustomed to take informal action, (d) BOD has expressed or implied
knowledge of the action and made no objection in writing
o Preemptive Right – extends to all stocks to be issued and reissued, unless AOI provides (sec 101)
o Deadlocks – so divided that the votes required for a corporate action cannot be obtained (sec 103)
 Upon any SH’s written petition, SEC may arbitrate and have authority to make appropriate orders
 Provisional Director – impartial person, not a SH or creditor of the closed corp; has all rights and powers
of a duly elected director
o Withdrawal of SH – for any reason; compel corp to purchase shares @ FV that must not be less than par or
issued value (sec 104)
 Dissolution of Closed Corp (sec 104)
o SH files written petition to compel SEC for dissolution whenever: (a) acts of those in control illegal,
fraudulent, or (b) corporate assets are being misapplied

XIII. SPECIAL CORPORATIONS

A. Educational Corporations
 Governed by special laws & RCC’s general provisions (sec 105)
 BOT could only be either 5,10, or 15; term of 1/5 of which shall expire every year, elected fillers of vacancy must
hold office only for the unexpired term, 5 years term (sec 106)
B. Religious Corporations
 Classes: CS or RS; covered by this Chap & general provisions of nonstock corp (sec 107)
o Corporation Sole – formed by 1 chief abp, bp, priest, minister, rabbi, or other presiding elder, for
administering and managing the affairs of any religious denomination (sec 108)
 AOI sets that: (sec 109)
(a) presiding elder wants to be a CS (c) such presiding elder is charged with the
(b) the rules, regulations, and discipline of responsibilities
the denomination does not forbid being CS (d) manner of filling vacancy
(e) place of principal office, must be within Phil. territory
 AOI verified by affidavit/affirmation of presiding elder, attached with duly authorized copy of their
appointment as such (sec 110)
 May acquire and receive properties for its purpose; may mortgage or sell it by obtaining an order from the
RTC in which application must be done by petition; if the religious rules regulate the acquisition or
alienation of properties, such must govern and court interventions are not necessary (sec 111)

-DSB
  Successors in office must file duly notarized copy of their appointment, shall exercise all powers of CS
upon vacancy (sec 112)
 Verified Declaration of Dissolution – submitted to SEC, CS cease to carry operations, except for winding
up of affairs, upon approval (sec 113)
o Religious Societies – formed by an aggregate of persons; upon written consent and/or affirmative vote of 2/3
of its members (sec 114)
 AOI sets that:
(a) the RS is a religious organization (d) RS incorporates for the administration of its affairs,
(b) 2/3 of its members affirms property, or estate
(c) incorporation is not forbidden by competent (e) place of principal office, must be within Phil. Territory
authority or Constitution (f) names, nationalities, and residences of T, 5-15 only
C. One Person Corporations
 Definition and General Attributes
o Corp with a single SH, must be a natural person, trust, or estate (sec 116)
 Cannot: banks & quasi banks, pre-need, trust, public and publicly-listed companies, and non-chartered
GOCCs, and for the exercise of a profession
o No minimum capital stock required (sec 117)
o Not required to submit bylaws (119)
o Must indicate “OPC” either below or end of corporate name (sec 120)
o Minutes book – shall contain all actions, decisions, and resolutions of the OPC (sec 127)
 Written resolution for any action signed by single SH must be recorded within (sec 128)
 AOI
o Contents – similar to sec 14 (sec 118)
 Must also contain: (a) if SH is a natural person, trust, or estate, and name, nationality, and residence of
persons exercising fiduciary duties for the OPC; and (b) name, nationality, and residence of the N/AN
 Single SH
o Sole director and president (sec 121)
o If claiming limited liability, must prove that the OPC was adequately financed (sec 130)
 If could not prove that his properties and those of OPC is independent, he is jointly and severally liable
for the debts of OPC; Doctrine of Piercing the Corporate Veil applies
 Treasurer, Corporate Secretary, and other Officers
o Appointment by OPC – within 15 days of issuance of COI, notify SEC within 5 days of appointment (sec
122)
 SH CANNOT be Corp Sec; if SH is also Treasurer, he must give a bond (renewed every 2 years or as
required) to SEC and undertakes in writing to faithfully administer the funds of OPC
o Special Functions of Corp Sec (sec 123)

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  (a) maintain minutes book & records, (b) notify N/AN of SH’s death or incapacity within 5 days of
occurrence, (c) notify SEC of SH’s death within 5 days of occurrence with the info of legal heirs, (d) call
nominee / alt nominee & known legal heirs to a meeting
 N/AN: Nominee and Alternate Nominee – takes place of SH upon death or incapacity
o Designation by SH, AOI states info and restrictions, written consent from them attached upon application
(124)
o Term- if temporary, SH resumes office; if permanent, must sit as director until legal heirs are determined and
designated or agreed that the estate is the single SH (sec 125)
o Changes – anytime at SH’s will, written consent also needed (sec 126)
 Reportorial Requirements (sec 129)
o Delinquent status – in failure of submission for 3 times within a 5-year period
(a) annual FS audited by independent CPA; if TA/TL < (c) disclosure of self-dealings and related party
P600,000, FS must be certified under oath by treasurer and transactions
president (d) other reports as SEC requires
(b) report of SH’s explanation on every auditor’s comment
 Conversion to or from Ordinary Corporation
o OC to OPC – application of conversion, SEC issues Certificate of Filing of Amended AOI (sec 131)
o OPC to OC – after due notice (filed within 60 days of occurrence of circumstances) and submission of
requirements (sec 132)
 SH’s death (while still OPC) – N/AN shall transfer the shares to legal heirs within 7 days from receipt of
legal document declaring the legal heirs; within 60 days of such transfer, SEC must be notified if OPC is
dissolved or converted to OC

XIV. DISSOLUTION
 Method (sec 133) and other pertinent matters
Matters Voluntary Involuntary
Creditors Unaffected (sec 134) Creditors Affected (sec 135)
Voting Requirement -Majority vote of BOD/BOT -Majority vote of BOD/BOT SEC in motu proprio or upon
-Majority vote of SH of OCS/M -vote of 2/3 of SH of OCS/M filing a verified complaint by any
interested party
Document Filed and Verified Request for Dissolution Verified Petition Grounds:
Procedure (a) Non-use of corporate charter
*at least 20 days before the *submit to SEC: (1) copy of (b) Continuous inoperation
meeting, notice must be given to resolution, (2) list of all its (c) Receipt of lawful court order
SH individually, and be creditors (d) By final judgement, corp was
published in a newspaper (all *SEC fixes deadline for filing incorporated through fraud
must indicate the time, place, and rejections that must be within 30- (e) By final judgement, corp was
object of the meeting) 60 days from the entry of order; involved in illegal and
*submit to SEC: (1) copy of prior to such date, a copy of the corrupt practices (1,2,3)

-DSB
 resolution, (2) proof of order must be published at least
publication, (3) FRAGA (for once a week in 3 consecutive -if (e) applies, net assets are
financial intermediaries) weeks in a newspaper of general forfeited in favor of the national
*within 15 days from circulation government
submission, SEC must approve *upon 5-days’ notice after date of
and issue a Certificate of deadline for objections, SEC
Dissolution (COD) proceeds to hear the petition
*if no objections are sufficient
and the material allegations are
true, SEC renders judgement to
the corp as dissolved and direct
the disposition of assets; COD
also issued
Withdrawal of On Request: shall be done in writing to be submitted no later than 15 N/A
Request and Petition days of SEC’s receipt of Request
(sec 137) On Petition: similar withdrawal form as on Request, to be verified and
filed prior to the publication of the order
Shortening/Expiratio Effected through amendment of AOI (sec 15 applies), corp dissolves Dissolution automatically takes
n of Term (sec 136) without any further proceedings upon expiration of shortened term effect on the day after the
expiration
Corporate -pursuant to the AOI, corporate charter is annulled by forfeiture upon expiration of term
Liquidation (sec 139) -shall nevertheless remain as a corporate body for 3 years after effective date to wind up affairs

XV. FOREIGN CORPORATIONS

 Definition and Rights (sec 140)
o Def- formed by other than Phil laws; such laws allow Filipino citizens & corp to do business in its own
country or state
 Must have license & Certificate of Authority from the appropriate government agency (AGA), if needed
o Law Applicable (sec 146)
 Laws of state of creation- matters pertaining to: (a) creation, formation, organization or dissolution; or (b)
relations, liabilities, responsibilities, or duties or M, SH, or O
 RCC & other Philippine laws- for other matters
o Amendments to AOI or BL (sec 147)
 Within 60 days after effectivity, amended AOI & BL with underscores should be filed to SEC & AGA
 Does NOT of itself enlarge or alter the purpose authorized
o Merger/Consolidation involving FC (149)
 If with Domestic Corp, Phil & foreign law must allow such
 If with another FC, it must file AOM/C to SEC and appropriate govt agency within 60 days of effectivity
 If FC is the absorbed corp in the merger, a petition of withdrawal (sec 153) must be filed
-DSB
 o Withdrawal of FC – must file petition to SEC; Certificate of Withdrawal should only be issued until: (sec
153)
 All claims that accrued in the Phils have been settled
 All taxes, imposts, assessments, and penalties to Phil Govt or its agencies have been paid
 Petition has been published 1x a week for 3 consecutive weeks in a newspaper of general circulation
 License
o Application (sec 142)
 Must submit AOI & Bylaws and its translation to an official language of Phil
 Accompanying documents
 Foreign banking, financial, and insurance corp need FRAGA
o Issuance – when SEC is satisfied with the requirements filed (sec 143)
 Conditions subsequent to issuance (book, p. 543)
 Shall operate only for the purpose authorized
 Within 60 days after issuance, FC must deposit to SEC satisfactory securities in the actual market
value of at least P 500k
 Within 6 months after each fiscal year, additional securities equivalent in actual market value of 2% in
excess of P 10m gross income should be deposited to SEC
 If MV decreases by at least 10% of initial amount deposited, addition is needed
o Amended License (sec 148)
 When FC changes its corporate name, or pursue other purpose in the Philippines
 Must submit application to SEC, with FRAGA
o Doing Business W/o License (sec 150)
 “Cannot sue, can be sued”; Not permitted to maintain or intervene any suit in any court or Phil govt
agency, but may be sued or proceeded against before Phil courts
o Revocation – SEC may do so on the ff grounds: (sec 151)
(a) failure to file annual report & payment of (e) misrepresentation of any material info
fees (f) failure to pay taxes, imposts, assessments, or penalties
(b) failure to appoint & maintain a RA (g) transacting beyond the authorized purpose
(c) failure to file statement of change in RA (h) transacting as agent of FC w/o license
(d) failure to submit amended AOI/BL (147) or (i) any ground that would render it unfit to transact business
AOM/C (149) within the needed time
 Resident Agent
o Qualifications (sec 144)
 Resident of Phils, or domestic corporation lawfully transacting business in Phil
 Must have good moral character and of sound financial standing
o Service of Process (sec 145)
 Designated by a written power of attorney from the FC, must be filed to SEC

-DSB
  Receives in behalf of FC, summons and other legal process related to any actions against it

XVI. INVESTIGATIONS, OFFENSES, AND PENALTIES

 Investigation – SEC’s authority to investigate an alleged violation of RCC
o Publishing of findings as may be relevant to general public or other parties (sec 154)
o administer oaths & affirmations, issue subpoena & subpoena duces tecum, take testimonies, and other acts to
the investigation (sec 155)
o May issue a cease and desist order (sec 156)
 Offenses and Penalties
Sec OFFENSE PENALTY
.
157 Contempt – refusal of any SEC’s lawful order, decision, or P 30,000 max or P 1,000 daily fine until fulfilment of defied
subpoena order
158 Administrative Sanctions Any or all the ff.:
a. P 5,000-P 2,000,000 (max) fine and P 1,000 daily fine for
each day of continuing violation
b. Issuance of permanent cease and desist order
c. Suspension or revocation of COI
d. Dissolution & forfeiture of assets (Title XIV)
159 Unauthorized Use of Corporate Name P 10,000 – P 200,000;
160 Violation of Disqualification Provision P 10,000 – P 200,000 & permanent disqualification;
161 Violation of Duty to Maintain Records, to Allow their P 20,000 – P 400,000 if injurious to the public
Inspection or Reproduction
-DSB
 162 Willful Certification of Incomplete, Inaccurate, False, or
Misleading Statements or Reports
163 Independent Auditor Collusion P 80,000 – P 500,000;
P 100,000 – P 600,000 if injurious to the public
164 Obtaining Corporate Registration Through Fraud P 200,000 – P 2,000,000;
165 Fraudulent Conduct of Business P 400,000 – P 5,000,000 if injurious to the public
166 Acting as Intermediaries for Graft and Corrupt Practices P 100,000 – P 5,000,000;
Prima facie evidence of corporate liability; failure to have:
a. safeguards for the transparent and lawful delivery of
services
b. policies, code of ethics, and procedures against graft and
corruption
167 Engaging Intermediaries for Graft and Corrupt Practices P 100,000 – P 1,000,000
168 Tolerating Graft and Corrupt Practices P 500,000 – P 1,000,000
169 Retaliation Against Whistleblowers – any person providing P 100,000 – P 1,000,000
truthful info about the Corp’s violation of RCC
170 Other Violations of the Code; Separate Liability P 10,000 – P 1,000,000; may also be a ground for dissolution
but such must not preclude the institution of appropriate action
171 Liability of Directors, Trustees, Officers, or Other Corporation’s liability as the offender may be imposed to them
Employees
172 Liability of Aiders and Abettors and Other Secondary A fine NOT exceeding those of the principal offender
Liability

XVII.MISCELLANEOUS PROVISIONS
Sec. PROVISION EXPLANATION
173 Outstanding Capital Stock Defined total shares of stock issued under binding subscription contracts to subscribers or
stockholders, whether fully or partially paid, except treasury shares
174 Designation of Governing Boards Name other than BOD/BOT
175 Collection and Use of Registration, Right SEC to do so, implement RCC
Incorporation and Other Fees
176 Stock Ownership in Corporations National Economic and Development Authority (NEDA) shall: (a) determine if the
corporate vehicle has been used by any corporation, business, or industry to frustrate the
provisions of RCC or applicable laws, and (b) shall submit to Congress, if necessary, a
report of its findings with recommendations
177 Reportorial Requirements of (a) annual FS audited by independent CPA; if TA/TL < P600k, must be certified under oath
Corporations by treasurer or CFO
(b) general information sheet
(c) D/T compensation report & performance report; for corp vested with public interest
-must be submitted annually, failure of 3 times within a 5-year period, ground for
delinquency
178 Visitorial Power and Confidential By SEC; Corp’s refusal or obstruction of such right may be ground for SEC to revoke COI
Nature of Examination Results
179 Powers, Functions, and Jurisdiction See list
of the Commission
180 Development and Implementation SEC sets rules thereof, & sharing with other govt agencies
of Electronic Filing and Monitoring

-DSB
 System
181 Arbitration for Corporations May be provided in AOI/BL; excludes cases involving criminal offenses & interests of
third parties; shall be binding on the corporation, its directors, trustees, officers, and
executives or managers
182 Jurisdiction Over Party-List transferred to the Commission on Elections (COMELEC)
Organizations
183 Applicability of the Code Nothing shall be construed as amending existing provisions of special laws governing the
registration, regulation, monitoring and supervision of special corporations
184 Effect of Amendment or Repeal of No right or remedy in favor of or against any Corp or its D/T/SH/M/O, nor any liability
This Code, or the Dissolution of a incurred by such, may be impaired or removed
Corporation
185 Applicability to Existing Compliance within 2 years after effectivity
Corporation
186 Separability Clause 1 invalid provision does not prejudice others
187 Repealing clause BP 68 repealed
188 Effectivity upon completion of its publication in the Official Gazette or in at least two (2) newspapers
of general circulation (Published in Manila Bulletin and Business Mirror on February 23,
2019)

SUMMARY OF VOTING REQUIREMENTS

SECTION
Sec. 15 - Amendment of
Articles of Incorporation
Sec. 23 - Election of
Directors or Trustees
Sec. 27 - Removal of
Directors or Trustees
Sec. 31 - Dealings of
Directors, Trustees, or
Officers with the Corp.
Sec. 36 - Power to Extend
of Shorten Corporate
Term
VOTES REQUIRED OTHER REQUIREMENTS
If stock corp:  Original and amended articles
 majority vote of BOD; and - changes are certified by the corporate
 vote or written assent of SH secretary and majority of directors or
representing at least 2/3 of OCS trustees
- statement that the amendments are duly
If non-stock corp: approved by the required vote of the SH or
 vote or written assent of majority of M
BOT; and
 vote or written assent of at least 2/3
of members
 Majority of the BOD  Authorized in the bylaws
 SH or M entitled to vote
 Vote of the SH representing at least  Regular or special meeting of the corp
2/3 of the OCS; or
 Vote of at least 2/3 of M entitled to
vote
Corps. vested with public interest
 Approved by 2/3 of the membership
of the board,
 Majority of the independent directors
Conditions a-c are absent
 Ratified by the vote of SH
representing at least 2/3 of OCS
 At least 2/3 of M
 Approved by a majority vote of  Written notice of meeting
BOD/T; and
 Ratified by SH representing at least
2/3 of OCS or 2/3 of members
-DSB
Sec. 37 - Power to
Increase or Decrease
Capital Stock; Incur,
Create, or Increase
Bonded Indebtedness
Sec. 39 - Sale or Other
Disposition of Assets
Sec. 41 - Power to Invest
Corporate Funds is
Another Corp. or Business
of for Any Other Purpose
Sec. 43 - Power to Enter
Into Management
Contract
Sec. 45 - Adoption of
Bylaws
Sec. 47 - Amendment to
Bylaws
Sec. 55 - Voting in Case of
Joint Ownership of Stock
Sec. 61 - Certification of
Stocks
Fix issued price of no par
shares
Sec. 75 - Merger and
Consolidation
 Approved by majority of BOD; and  Meeting duly called for that purpose
 SH representing 2/3 of OCS  Certificate signed by majority of BOD
and countersigned by chairperson and
secretary
 Majority vote of BOD
If all or substantially all:
 Authorized by the vote of SH  Meeting duly called for that purpose
representing at least 2/3 of OCS, or *BOD can abandon such sale after
2/3 or M authorization by SH or M, even without
further approval by SH or M
 Approved by majority of BOD/T; and  Meeting duly called for that purpose
 Ratified by SH representing at least * when investment is reasonably
2/3 of OCS , or at least 2/3 of M necessary, authorization or approval is not
necessary
 Approved by the BOD; and  Meeting duly called for that purpose
 SH owning at least the majority of
OCS, or majority of members (both
the managing and managed corp.)
If SH of both managing and managed corp
represent the same interest
 Approval of SH of the managed corp
owning at least 2/3 of the OCS, or 2/3
of members entitled to vote
 Affirmative vote of SH representing at  A copy duly certified by majority of
least a majority of OCS, or majority of directors or trustees
M  Countersigned by the secretary
If filed prior to incorporation
 Approved and signed by ALL
incorporators
 Majority of the BOD/T; and  Regular or special meeting duly called
 Majority of the owners of OCS, or for that purpose
majority of members
BOD/T may have the power to amend /
repeal
 Delegated by owners of 2/3 of OCS, or
2/3 of members
* the power is considered revoked if
majority of SH or M shall so vote
 Consent of all co-owners
* unless there is a written proxy
authorizing one or some of them to vote
 Majority of the OCS  Meeting duly called for that purpose
 Majority vote of BOD/T of the  Meeting duly called for that purpose
constituent corps.
 Affirmative vote of at least 2/3 of OCS
-DSB
 of SH or at least 2/3 of members
Sec. 94 - Plan of  Majority vote of BOT
Distribution of Assets  Approval of at least 2/3 of members
having voting rights
Sec. 95 - Definition and Not deemed a close corp when:
Applicability of Close  At least 2/3 of its voting stock
Corporations
Sec. 102 - Amendment of  Affirmative vote of at least 2/3 of OCS  Meeting duly called for that purpose
Articles of Incorporation of SH whether with or without voting
of a Close Corp. rights
Sec. 114 - Religious  Written consent and/or affirmative  Meeting duly called for that purpose
Societies vote of at least 2/3 of its membership

Sec. 134 - Voluntary  Majority vote of BOD/T  Meeting held upon the call of
Dissolution Where No  Affirmative vote of majority of SH directors/trustees
Creditors are Affected owning OCS or majority of the M  20 days prior notice
Sec. 135 - Voluntary  Majority vote of BOD/T  Meeting called for that purpose
Dissolution Where  Affirmative vote of at least 2/3 of SH
Creditors are Affected owning OCS or at least 2/3 of M

SUMMARY OF VOTING REQUIREMENTS 2

A. Majority of BOD/BOT + 2/3 of OCS/Members A T C D I M M P V
a. Sec 15- AOI amendment
b. Sec 36- Extend/shorten corporate term
c. Sec 37- increase/decrease capital stock; incur bonded indebtedness
d. Sec 39- Sale or other disposition of all or substantially all assets
e. Sec 41- Invest corporate funds to another business
f. Sec 42- Declaration of Stock Dividends; BOD majority only for other types
g. Sec 43- Management Contract if SH of managing & managed corp represent the same interest
h. Sec 75- Merger and Consolidation; for the 2 constituent corps.
i. Sec 94- Plan of Distribution of Assets
j. Sec 135- Voluntary Dissolution w/ Affected Creditors
B. Majority of BOD/BOT + Majority of OCS/Members MAV
a. Sec 43- Management Contract, general rule
b. Sec 45- Amendment of Bylaws
c. Sec 136- Volution Dissolution w/o Affected Creditors
C. 2/3 of BOD/BOT only
a. Sec 31- Dealings of D/T with the Corp; if vested w/ public interest
D. 2/3 of OCS/Members only RDAAR
a. Sec 27- Removal of D/T
b. Sec 31- Dealings of D/T with the Corp- ratification under requirements A-C
c. Sec 45- Amendment of Bylaws; delegation of 2/3 OCS/M to BOD/T

-DSB
 d. Sec 102- AOI Amendment for closed corp, w/ or w/o voting rights
e. Sec 114- Religious Societies
E. Majority of SH/M only
a. Sec 23- Election of D/T; SH/M entitled to vote
b. Sec 45- Adoption of Bylaws
c. Sec 61- Certification of Stocks

-DSB