Period/Date to Remember on Revised Corporation Code

Limitations on the issuance of founder’s share: if the exclusive right to vote and be voted for in the election
of directors is granted, it must be for a limited period not to exceed five (5) years from the date of
incorporation.
If any of such corporations with certificates of incorporation issued prior to the effectivity of the Revised
Corporation Code. The Notice must be submitted to the SEC within a period of two (2) years from February
23, 2019 or until February 23, 2021.
In no case shall the extension be made earlier than three (3) years prior to the original or subsequent
expiration date of the corporate term, unless there are justifiable reasons for extension as may be determined
by the SEC.
An Expired Corporation whose corporate name has already been validly re-used, and is currently being
used, by another existing corporation duly registered with the SEC, provided that the Expired Corporation
shall change its corporate name within thirty (30) days from the issuance of its Certificate of Revival of
Corporate Existence.
Amendment of the Articles of Incorporation is affected upon approval of the SEC, or from the date of filing
with the SEC if not acted upon within six (6) months from the date of filing for a cause not attributable to
the corporation.
The name of a corporation or partnership that has been dissolved of whose registration has been revoked
shall not be used by another corporation or partnership within five (5) years from the approval of dissolution
or for five (5) years from the date of revocation.
A corporate or partnership name, which was previously used but became the subject of amendment, shall
not be re-registered or used by another corporation or partnership for a period of three (3) years from the
date of approval of the adoption of the new corporate or partnership name.
If a corporation does not formally organize and commence its business within five (5) years from the date
of its incorporation, its certificate of incorporation shall be deemed revoked as of the day following the end
of the five-year period.
If a corporation has commenced its business but subsequently becomes inoperative for a period of at least
five (5) consecutive years, the SEC may, after due notice and hearing, place the corporation under
delinquent status, and they shall have a period of two (2) years to resume operations and comply with all
requirement that the SEC shall prescribed.
A director or trustee, within five (5) years prior to his election or appointment, must not have been convicted
by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years.
For a stock corporations, directors shall be elected for a term of one (1) year, while nonstock corporation,
trustees, in general, shall be elected for a term not exceeding three (3) years. For nonstock educational
corporations, however, the trustees shall be elected for a term of five (5) years.
Report of election of directors, trustees and officers and other matters must be reported to the SEC within
thirty (30) days after the election.
The non-holding of the election and the reasons therefor, and with the specification of a new date for the
election which should not be later than sixty (60) days from the scheduled date.
Reporting requirement on death, resignation or cessation in any manner to hold office of director, trustee
or officer must be reported to the SEC within seven (7) days from knowledge of such fact of death,
resignation or cessation to hold office.
When election is held to fill the vacancy:
Cause of vacancy: term expiration – not later than the day of such expiration at a meeting duly called for
the purpose
Cause of vacancy: removal – on the same day of the meeting authorizing the removal.
Cause of vacancy: increase in number of directors, resignation, death, abandonment, and
disqualification – no later than forty-five (45) days from the time the vacancy arose
Report to the SEC on creation of emergency board: the corporation must notify the SEC within three (3)
days from the creation of the emergency board.