Vines Criselle C.

Vitasa BSA 2 ACCTGED08 – A

REVISED CORPORATION CODE OF THE PHILIPPINES

TITLE VI

MEETINGS

Kinds of Meetings – Meetings of directors, trustees, stockholders, or members may be regular

or special
MEETINGS OF STOCKHOLDERS OR MEMBERS

1. Regular Meeting
• Shall be held annually on a date fixed in the by-laws, if not so fixed, on any date
after April 15 of every year as determined by the board of directors or trustees.
• Written notice shall be sent to all stockholders or members of record at least 21
days prior to the meeting.
• In case of postponement, written notice and the reason thereof shall be sent to
all stockholders or members of record at least 2 weeks prior to the meeting. •
Where: In the corporation's principal office as provided in the Articles of
Incorporation, if not practicable, in the city or municipality where the principal
office is located.
2. Special Meeting
• Shall be held at any time deemed necessary or as provided in the bylaws.
• Written notice shall be sent to all stockholders or members of record at least 1
week prior to the meeting unless a different period is provided in the by-laws,
law, or regulation.
• Where: In the corporation's principal office as provided in the Articles of
Incorporation, if not practicable, in the city or municipality where the principal
office is located.
* NOTES:
- Notice of any meeting may be waived, expressly or impliedly, by any stockholder or member.
- Unless the bylaws provide for a longer period, the stock and transfer book or membership book shall be
closed at least 20 days for regular meetings and 7 days for special meetings before the scheduled date
of the meeting.
- The right to vote of the stockholders or members may be exercised in person, through a proxy, or when
so authorized in the bylaws, through remote communication or in absentia. MEETINGS OF
DIRECTORS OR TRUSTEES

1. Regular Meeting
• Shall be held monthly, unless the by-laws provide otherwise.
• Where: Anywhere in or outside the Philippines, unless the by-laws provide
otherwise.
• Notice stating the date, time, and place of the meeting must be sent to the
directors or trustees 2 days prior to the scheduled meeting unless a longer tie is
provided in the by-laws.

2. Special Meeting
• May be held at any time upon the call of the president or as provided in the
bylaws.
 • Where: Anywhere in or outside the Philippines, unless the by-laws provide
otherwise.
• Notice stating the date, time, and place of the meeting must be sent to the
directors or trustees 2 days prior to the scheduled meeting unless a longer tie is
provided in the by-laws.
Who shall preside at meetings?
The chairman or, in his absence, the president shall preside at all meetings of the
directors or trustees, as well as the stockholders or members; unless the by-laws provide
otherwise.
*NOTE:
- Directors or trustees who cannot physically attend or vote at board meetings can participate and vote
through remote communication. Directors or Trustees cannot attend or vote by proxy at board meetings.

Right to vote of Secured Creditors and Administrators

• Stockholder-grantor shall have the right to attend or vote at meetings of stockholders

unless secured creditors are expressly authorized.
• Executors, administrators, receivers, and other legal representatives duly appointed by
the court may attend and vote on behalf of the stockholders or members without the
need for any written proxy.
• There is no transfer of ownership in case a stockholder grants security interest in his or
her shares of stocks in a stock corporation.
Voting in case of Joint Ownership of Stock

• General rule: In case of shares of stock owned jointly by two or more persons, in order
to vote, the consent of all the co-owners shall be necessary.
• Exceptions:
1.) There is a written proxy, signed by all the co-owners, authorizing one or some of
them or any other person to vote such share or shares; and
2.) The shares are owned in n “and/ or” capacity by the holders thereof, any one of the
joint owners can vote for said shares or appoint a proxy.
Voting for Treasury Shares

• Treasury shares shall have no voting right as long as such shares remain in the treasury.
Manner of Voting

• Stockholders or members may vote in person, by proxy, or when so authorized in the

by-laws or majority of the board of directors, through remote communication or in
absentia in all meetings of stockholders or members.
• A stockholder or member who participates through remote communication or in
absentia shall be deemed present for purposes of quorum.
Proxies

• Shall be in writing, signed, and filed by the stockholder or member before the scheduled
meeting.
• Unless otherwise provided, it is valid for the meeting for which it is intended.
• No proxy shall be valid and effective for a period longer than 5 years at any one time.
• Directors or trustees cannot attend or vote by proxy at board meetings.
Revocation of Proxies may be made through:

1. Formal notice
2. Verbal communication
3. Conduct
 TITLE VII

STOCKS AND STOCKHOLDERS

Subscription Contract
Any contract for the acquisition of unissued stock in an existing corporation or a
corporation still to be formed shall be deemed prescribed even if the parties refer to it
as a purchase or some other contract.
Nature of subscription:
It is a consensual contract and an indivisible contract.
Pre-incorporation Subscription

- A subscription for shares of stock of a corporation still to be formed.

- Irrevocable for a period of at least 6 months from the date of subscription; unless all
the subscribers consent to the revocation, or the corporation fails to incorporate
within the period stipulated in the contract of subscription.
- Cannot be revoked after submitting Articles of Incorporation to the SEC.
Post-incorporation
A subscription entered into after the incorporation for the acquisition of unissued
stock.
Consideration of stocks

• Stocks shall not be issued for a consideration of less than par value or issued price.
• Shares of stocks shall not be issued in exchange for promissory notes or future services.
Certificate of stocks and Transfer of shares

• Capital stocks shall be divided into shares for which certificates signed by the president
or vice president, countersigned by the secretary or assistant secretary, and sealed with
the seal of the corporation shall be issued in accordance with the bylaws.
• Shares of stocks issued are personal property and may be transferred by delivery of the
certificate.
• Transfer is not effective, except as to between the parties, until it is recorded.
• No certificate of stock shall be issued to a subscriber until the full amount of
subscription, together with interest and expenses, if any is due, has been paid.
Liability of Directors for watered stocks
A director shall be liable to the corporation solidarily with the stockholder when:

1. He consents to the issuance of stocks for a consideration less than its par value
2. Consents to the issuance of stocks for a consideration other than cash, valued in excess
of its fair value
3. Having knowledge of the insufficient consideration, does not file a written objection with
the corporate secretary.

• Subscribers to stocks shall be liable to the corporation for interest on all unpaid
subscriptions from the date of subscription.
• Any payment of unpaid subscription shall be made on the date specified in the contract of
subscription or on the date stated in the call made by the board. Failure to pay on such date
shall be liable for interest at the legal rate unless a different interest rate is provided.
• Holders of subscribed shares not fully paid which are not delinquent shall have all the rights
of a stockholder.
 TITLE VIII
CORPORATE BOOKS AND RECORD

Books to be kept; stock transfer agent

• Every corporation shall keep and carefully preserve at its principal office a record of all
business transactions and minutes of all meetings of stockholders or members or of the
board of directors or trustees.
• Books to be kept:
a. Articles of Incorporation and bylaws, and their amendments
b. Current ownership structure and voting rights
c. Names and addresses of all board of directors or trustees and the executive officers
d. Record of all business transactions
e. Minutes of all meetings of stockholders or members.
f. Stock and transfer book
Right to inspect

• Corporate records shall be open to inspection by any director, trustee, stockholder, or

member of the corporation at reasonable hours on business days.
• They may also demand in writing a copy of excerpts from said records or minutes at his
expense.
Refusal for inspection

• Any officer or director of the corporation who refuses to allow the inspection shall be
liable for damages and shall be guilty of an offense punishable under Section 161
• If such refusal is made pursuant to an order or resolution of the board of directors or
trustees, the liability shall be imposed upon the directors/trustees who voted for such
refusal.

Right to financial statements

• Within 10 days from receipt of the written request of any stockholder or member, the
corporation shall furnish to him its most recent financial statement, in the form and
substance of financial reporting.
• At a regular meeting of stockholders/members, the board of directors shall present to
such stockholders or members a financial report of the operations of the corporation for
the preceding year which shall include financial statements duly signed and certified in
accordance with the Code.
• If the total assets or total liabilities of the corporation are less than Php 600, 000.00 may
be certified under oath by the treasurer and the President.