SUMMARY REVISED CORPORATION CODE

1. Extension of the life of corporation 3 years prior to expiry date

2. Number of incorporators 1 to 15
3. Number of board of directors; board of trustees should not exceed 15; may exceed 15
4. Independent directors atleast 20% of such board
5. Restriction and Preference: open/ordinary corp; close must be indicated in AoI and Stock Certifacate;
corporation AoI, Stock Certificate and By-laws
6. Report in writing to the SEC if a director, officer or Within 7 days from knowledge thereof
trustee die, resign or cease to hold office
7. Corporate Opportunity Doctrine Bound to account the profits unless ratified by
2/3 of the OCS
8. Acquiring Adverse Interest on a Matter Reposed in him Not subject to Ratification
in Confidence
9. Self- Dealing Directors/Officers Generally, voidable except (transaction will be
valid) when 1) presence not necessary to
constitute a quorum, vote not necessary for
approval, contract is fair and reasonable 2)
ratification of stock holders representing 2/3
of the OCS
10. Interlocking Directors Generally, valid except when there is fraud,
interest exceeds 20%( substantial) and the
other is nominal
11. Executive Committees not less than 3 members of the Board
12. Special Committees Audit Committee- at least 3 directors, one
should be an independent director
Nomination Committee- at least 3 members,
one should be an independent director
Compensation Committee- at least 3
members,
one should be an independent director
13. Compensation of Director (all directors???) shall not exceed 10% of the net income before
tax
14. Corporate Officers President- must be a director,
Treasurer- must be resident
Secretary- resident and citizen
Compliance Officer- required for corp with
public interest, issue a cert every Jan 31 for
the corporate compliance with this Code

Not allowed at the same time- to be the

President and Secretary, President and
Treasurer
15. Founder’s Share exclusive right to vote and be voted for a
period not to exceed 5 years
16. Voting Rights of Preferred Shares AASIIMID
17. Delinquent shares of stock no payment within 30 days on the date fixed
in the contract
SUMMARY REVISED CORPORATION CODE

CONSUMER PROTECTION ACTS

Chain Distribution Plans/ Pyramid Sales Schemes not be employed in the sale of
consumer products

Home Solicitation Sales Not valid without permit from DTI

only form 9:00 AM- 7:00 PM
with proper identification and authority

Additional labeling requirements for food, drugs, cosmetics and cigarettes

Guarantee too workmanship and replacement of spare not less than 90 days
parts

PHILIPPINE LEMON LAW

Lemon Law Rights/ Period during which the consumer can 12 months after the date of delivery or
report any conformity 20,000 kilometers whichever comes
first-
Motor vehicle any self- propelled, four wheeled road
vehicle designed to carry passengers
Repair attempts within the Lemon Law rights period, and
after atleast 4 separate repair attempts
Deemed successful repair not returned within the 30 calendar
days from the date of n otice of release