Corporate Votes Matrix

DIRECTORS/ STOCKHOLDERS AND
MATTERS REMARKS
TRUSTEES MEMBERS
N/A
N/A
[not necessary,
To sue and be sued in its corporate name Majority vote of the board of
[not necessary, because it is because it is an
(Sec. 35 of the Revised Corpo. Code) directors or trustees
an express power given to the express power given
corporation] to the corporation]
To adopt and use a corporate seal Majority vote of the board of N/A N/A
To amend its articles of incorporation

(Sec. 15 of the Revised Corpo. Code)
[1] Vote or written assent of

the stockholders representing
With appraisal right of
at least two-thirds (2/3) of the
dissenting stockholder
outstanding capital.
if it has the effect of
Majority vote of the board of changing or
[2] Nonvoting shares are
directors or trustees restricting rights of
entitled to vote
any stockholders
[Note: one of those powers
that non-voting shares are
entitled to vote.]
Matrix of the Corporate Acts and the Required Votes in a Corporation

Submitted by: Rosel Joy A. Provido
Corporation Law (SY 2019-2020) 1
MATTERS REMARKS
TRUSTEES MEMBERS
The owners of the two

thirds (2/3) of the
outstanding capital
stock or
two-thirds (2/3) of the

members in a non-
[1] Affirmative vote of the stock corporation
stockholders representing at
least a majority of the may DELEGATE to the
outstanding capital stock, board of directors or
To adopt by-laws, not contrary to law,
trustees the power to
morals, or public policy, and to amend or
Majority vote of the board of or of at least a majority of the amend or repeal any
repeal the same in accordance with this
directors or trustees members in case of non-stock bylaws or adopt new
Code
corporations, shall be by-laws.
necessary.
This is revocable by
[2] Non-voting shares are the stockholders
entitled to vote. owning or
representing majority
of the outstanding
capital stock or a
majority of the
members in non-stock
corporations.

MATTERS REMARKS
TRUSTEES MEMBERS
 To issue or
 sell stock to subscribers and
 to sell treasury stocks in accordance
Majority vote of the board of
with the provisions of this Code; and N/A N/A
directors or trustees
 to admit members to the corporation if
it be a non-stock corporation
 To purchase,
 receive,
 take or grant,
 hold,
 convey,
 sell,
 lease,
 pledge,
 mortgage and Majority vote of the board of
N/A N/A
 otherwise deal with such real and directors or trustees
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 the law and
the constitution

MATTERS REMARKS
TRUSTEES MEMBERS
[1] Affirmative vote of the

least two-thirds (2/3) of the
outstanding capital stock of
each corporation in the case
of stock corporation,
or of at two-thirds (2/3) of the

Majority vote of each of the
members in case of non-stock Any dissenting
To adopt any plan of merger or board of directors or trustees
corporations, shall be stockholder may
consolidation as provided in this code of the constituent
necessary for the approval of exercise his appraisal
(Sec. 76 of the Revised Corpo. Code) corporations of the plan of
such plan. right.
merger or consolidation
[2] Non-voting shares are
entitled to vote.
[Note: one of those powers

that non-voting shares are
entitled to vote.]
Ratified by the affirmative vote

of stockholders representing at
Majority vote of the
To amend the plan of merger or least two-thirds (2/3) of the
respective boards of directors
consolidation outstanding capital stock or of
or trustees of all the
(Sec. 76 of the Revised Corpo. Code) two-thirds (2/3) of the
constituent corporations
members of each of the
constituent corporations.

MATTERS REMARKS
TRUSTEES MEMBERS
To make reasonable donations,

including those for the public welfare or
for hospital, charitable, cultural,
scientific, civic, or similar purpose:
Donations, no need
Provided, that no foreign corporation Majority vote of the board of for the stockholders to
N/A
shall give donations in aid of any directors or trustees give consent, only the
political party or candidate or for BOD.
purposes of partisan political activity
 To establish
 pension, No need for the
Majority vote of the board of
 retirement, and N/A stockholders to vote,
 other plan for the benefit of its directors, only the BOD.
trustees, officers and employees

MATTERS REMARKS
TRUSTEES MEMBERS
Ratified at a meeting by the

In case of extension
of corporate term,
least two-thirds (2/3) of the
dissenting stockholder
To extend or shorten corporate term Majority of the board of outstanding capital stock or
may exercise his
(Sec. 36 of the Revised Corpo. Code) directors or trustee
appraisal right under
by at least two-thirds (2/3) of
the condition
the members in case of non-
provided in this code.
stock corporations
[1] Two-thirds (2/3) of the
outstanding capital stock shall
 To increase or decrease capital stock; favor the increase or
diminution of the capital stock,
 incur , create or Increase Bonded Majority of the board of or the incurring creating or
N/A
Indebtedness directors or trustee increasing of any bonded
indebtedness
entitled to vote
[1] Vote of the stockholders
representing at least two-thirds
(2/3) of the outstanding
capital, or at least two-thirds
Any dissenting
(2/3) of the members, in a
To sell or other disposition of Assets Majority vote of its board of stockholder may
stockholders’ or members’
(Sec. 39 of the Revised Corpo. Code) directors or trustees exercise his appraisal
meeting duly called for the
right.
purpose
In nonstock corporations
where there are no members

MATTERS REMARKS
TRUSTEES MEMBERS
with voting rights, the vote of

at least a majority of the
trustees in office will be
sufficient authorization for the
corporation to enter into any
transaction authorized by this
section.

entitled to vote
A stock corporation
shall have the power
to purchase or
acquire its own shares
for a legitimate
corporate purpose or
purposes, including
the following cases:
To acquire own shares Majority vote of its board of
N/A (a) To eliminate
fractional shares
arising out of stock
dividends;
(b) To collect or
compromise an
indebtedness to the
corporation, arising
out of unpaid

MATTERS REMARKS
TRUSTEES MEMBERS
subscription, in a
delinquency sale,
and to purchase
delinquent shares sold
during said sale; and
(c) To pay dissenting

or withdrawing
stockholders entitled
to payment for their
shares under the
provisions of this
Code.
ratified by the stockholders
representing at least two-thirds
(2/3) of the outstanding
capital stock, or by at least
two thirds (2/3) of the
members in the case of
To Invest Corporate Funds in another nonstock corporations, at a
Any dissenting
corporation or Business or for any other Majority vote of its board of meeting duly called for the
stockholders shall
purpose directors or trustees purpose.
have appraisal right.
NOTE: That where the
investment by the corporation
is reasonably necessary to
accomplish its primary purpose
as stated in the articles of
incorporation, the approval of

MATTERS REMARKS
TRUSTEES MEMBERS
the stockholders or members

shall not be necessary.
No stock dividend shall be

issued without the approval of
stockholders representing not
To declare Dividends Majority vote of its board of
less than two-third (2/3) of the N/A
outstanding capital stock at a
regular or special meeting duly
called for the purpose.
(a) where a stockholder or
stockholders representing the
same interest of both the
managing and the managed
corporations own or control
more than one-third (1/3) of
Majority vote of its board of the total outstanding capital
directors or trustees of both stock entitled to vote of the
To enter into management contract the managing and the managing corporation; or
N/A
(Sec. 43 of the Revised Corpo. Code) managed corporation, at a
meeting duly called for the (b) where a majority of the
purpose 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, then
the management contract

MATTERS REMARKS
TRUSTEES MEMBERS
must be approved by the

stockholders of the managed
corporation owning at least
two-thirds (2/3) of the total
outstanding capital stock
entitled to vote, or by at least
two-thirds (2/3) of the
members in the case of a
nonstock corporation.
by a resolution adopted by
the affirmative vote of the
stockholders owning at least
Voluntary Dissolution Where No Creditors
Majority vote of the board of majority of the outstanding
are Affected
directors or trustees capital stock or majority of the
members of a meeting to be
held upon the call of the
resolved upon by the

affirmative vote of the
Majority of the corporation’s stockholders representing at
Voluntary Dissolution Where Creditors are board of directors or trustees, least two-thirds (2/3) of the
Affected verified by its president or outstanding capital stock or at
(Sec. 134 of the Revised Corpo. Code) secretary or one of its least two-thirds (2/3) of the
directors or trustees members at a meeting of its
stockholders or members
called for that purpose.


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DIRECTORS/ STOCKHOLDERS AND

To amend its articles of incorporation

[1] Vote or written assent of

Matrix of the Corporate Acts and the Required Votes in a Corporation

The owners of the two

two-thirds (2/3) of the

Matrix of the Corporate Acts and the Required Votes in a Corporation

Matrix of the Corporate Acts and the Required Votes in a Corporation

[1] Affirmative vote of the

or of at two-thirds (2/3) of the

[Note: one of those powers

Ratified by the affirmative vote

Matrix of the Corporate Acts and the Required Votes in a Corporation

To make reasonable donations,

Matrix of the Corporate Acts and the Required Votes in a Corporation

Ratified at a meeting by the

Matrix of the Corporate Acts and the Required Votes in a Corporation

with voting rights, the vote of

[2] Nonvoting shares are

Matrix of the Corporate Acts and the Required Votes in a Corporation

(c) To pay dissenting

Matrix of the Corporate Acts and the Required Votes in a Corporation

the stockholders or members

No stock dividend shall be

Matrix of the Corporate Acts and the Required Votes in a Corporation

must be approved by the

resolved upon by the

Matrix of the Corporate Acts and the Required Votes in a Corporation

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