Chapter 16 SECTION 4. Corporations Created by
Special Laws or Charters. – Corporations
Art. 50. Removal – All complaints for the created by special laws or charters shall be
removal of any elected officer shall be filed governed primarily by the provisions of the
with the board of directors. Such officer special law or charter creating them or
shall be given the opportunity to be heard. applicable to them.
Majority of the board of directors may place
the officer concerned under preventive SECTION 5. Corporators and
suspension pending the resolution of the Incorporators, Stockholders and
investigation. Upon finding of a prima facie Members. – Corporators are those who
evidence of guilt, the board shall present its compose a corporation, whether as
recommendation for removal to the general stockholders or shareholders in a stock
assembly. corporation or as members in a nonstock
corporation.
An elective officer may be removed by three
fourths (3/4) votes of the regular members Incorporators are those stockholders or
present and constituting a quorum, in a members mentioned in the articles of
regular or special general assembly meeting incorporation.
called for the purpose.
SECTION 6. Classification of Shares. -
Republic Act No. 11232 Each share shall be equal in all respects to
every other share, except as otherwise
GENERAL PROVISIONS AS TO provided in the articles of incorporation and
CORPORATIONS in the certificate of stock.
SECTION 1. Title of the Code. – This No share may be deprived of voting rights
Code shall be known as the “Revised except those classified and issued as
Corporation Code of the Philippines”. “preferred” or “redeemable” shares, unless
otherwise provided in this Code: Provided,
SECTION 2. Corporation Defined. – A that there shall always be a class or series of
corporation is an artificial being created by shares with complete voting rights.
operation of law, having the right of
succession and the powers, attributes, and Holders of nonvoting shares shall
properties expressly authorized by law or nevertheless be entitled to vote on the
incidental to its existence. following matters:
SECTION 3. Classes of Corporations. – - Amendment of the articles of
Corporations formed or organized under this incorporation;
Code may be stock or nonstock
corporations. Stock corporations are those - Adoption and amendment of bylaws;
which have capital stock divided into shares
and are authorized to distribute to the - Sale, lease, exchange, mortgage,
holders of such shares, dividends, or pledge, or other disposition of all or
allotments of the surplus profits on the basis substantially all of the corporate
of the shares held. All other corporations are property
nonstock corporations.
, - Incurring, creating, or increasing SECTION 8. Redeemable Shares. –
bonded indebtedness; Redeemable shares may be issued by the
corporation when expressly provided in the
- Increase or decrease of authorized articles of incorporation. They are shares
capital stock; which may be purchased by the corporation
from the holders of such shares upon the
- Consolidation of the corporation expiration of a fixed period, regardless of
with another corporation or other the existence of unrestricted retained
corporations; earnings in the books of the corporation, and
upon such other terms and conditions stated
- Investment of corporate funds in in the articles of incorporation and the
another corporation certificate of stock representing the shares,
subject to rules and regulations issued by the
- Dissolution of the corporation Commission.
Except as provided in the immediately SECTION 9. Treasury shares. – Treasury
preceding paragraph, the vote required under shares are shares of stock which have been
this Code to approve a particular corporate issued and fully paid for, but subsequently
act shall be deemed to refer only to stocks reacquired by the issuing corporation. Such
with voting rights. shares may again be disposed of for a
reasonable price fixed by the board of
The shares or series of shares may or may directors.
not have a par value.
INCORPORATION AND
Preferred shares of stock issued by a ORGANIZATION OF PRIVATE
corporation may be given preference in the CORPORATIONS
distribution of dividends and in the
distribution of corporate assets in case of SECTION 10. Number and Qualifications
liquidation, or such other preferences. of Incorporators. – Any person,
partnership, association or corporation,
Shares of capital stock issued without par singly or jointly with others but not more
value shall be deemed fully paid and non- than fifteen (15) in number, may organize a
assessable and the holder of such shares corporation for any lawful purpose.
shall not be liable to the corporation or to its
creditors. Natural persons who are licensed to practice
a profession, and partnerships or
A corporation may further classify its shares associations organized for the purpose of
for the purpose of ensuring compliance with practicing a profession, shall not be allowed
constitutional or legal requirements. to organize as a corporation unless otherwise
provided under special laws.
SECTION 7. Founders’ Shares. –
Founders’ shares may be given certain rights Incorporators who are natural persons must
and privileges not enjoyed by the owners of be of legal age.
other stocks.
Special Laws or Charters. – Corporations
Art. 50. Removal – All complaints for the created by special laws or charters shall be
removal of any elected officer shall be filed governed primarily by the provisions of the
with the board of directors. Such officer special law or charter creating them or
shall be given the opportunity to be heard. applicable to them.
Majority of the board of directors may place
the officer concerned under preventive SECTION 5. Corporators and
suspension pending the resolution of the Incorporators, Stockholders and
investigation. Upon finding of a prima facie Members. – Corporators are those who
evidence of guilt, the board shall present its compose a corporation, whether as
recommendation for removal to the general stockholders or shareholders in a stock
assembly. corporation or as members in a nonstock
corporation.
An elective officer may be removed by three
fourths (3/4) votes of the regular members Incorporators are those stockholders or
present and constituting a quorum, in a members mentioned in the articles of
regular or special general assembly meeting incorporation.
called for the purpose.
SECTION 6. Classification of Shares. -
Republic Act No. 11232 Each share shall be equal in all respects to
every other share, except as otherwise
GENERAL PROVISIONS AS TO provided in the articles of incorporation and
CORPORATIONS in the certificate of stock.
SECTION 1. Title of the Code. – This No share may be deprived of voting rights
Code shall be known as the “Revised except those classified and issued as
Corporation Code of the Philippines”. “preferred” or “redeemable” shares, unless
otherwise provided in this Code: Provided,
SECTION 2. Corporation Defined. – A that there shall always be a class or series of
corporation is an artificial being created by shares with complete voting rights.
operation of law, having the right of
succession and the powers, attributes, and Holders of nonvoting shares shall
properties expressly authorized by law or nevertheless be entitled to vote on the
incidental to its existence. following matters:
SECTION 3. Classes of Corporations. – - Amendment of the articles of
Corporations formed or organized under this incorporation;
Code may be stock or nonstock
corporations. Stock corporations are those - Adoption and amendment of bylaws;
which have capital stock divided into shares
and are authorized to distribute to the - Sale, lease, exchange, mortgage,
holders of such shares, dividends, or pledge, or other disposition of all or
allotments of the surplus profits on the basis substantially all of the corporate
of the shares held. All other corporations are property
nonstock corporations.
, - Incurring, creating, or increasing SECTION 8. Redeemable Shares. –
bonded indebtedness; Redeemable shares may be issued by the
corporation when expressly provided in the
- Increase or decrease of authorized articles of incorporation. They are shares
capital stock; which may be purchased by the corporation
from the holders of such shares upon the
- Consolidation of the corporation expiration of a fixed period, regardless of
with another corporation or other the existence of unrestricted retained
corporations; earnings in the books of the corporation, and
upon such other terms and conditions stated
- Investment of corporate funds in in the articles of incorporation and the
another corporation certificate of stock representing the shares,
subject to rules and regulations issued by the
- Dissolution of the corporation Commission.
Except as provided in the immediately SECTION 9. Treasury shares. – Treasury
preceding paragraph, the vote required under shares are shares of stock which have been
this Code to approve a particular corporate issued and fully paid for, but subsequently
act shall be deemed to refer only to stocks reacquired by the issuing corporation. Such
with voting rights. shares may again be disposed of for a
reasonable price fixed by the board of
The shares or series of shares may or may directors.
not have a par value.
INCORPORATION AND
Preferred shares of stock issued by a ORGANIZATION OF PRIVATE
corporation may be given preference in the CORPORATIONS
distribution of dividends and in the
distribution of corporate assets in case of SECTION 10. Number and Qualifications
liquidation, or such other preferences. of Incorporators. – Any person,
partnership, association or corporation,
Shares of capital stock issued without par singly or jointly with others but not more
value shall be deemed fully paid and non- than fifteen (15) in number, may organize a
assessable and the holder of such shares corporation for any lawful purpose.
shall not be liable to the corporation or to its
creditors. Natural persons who are licensed to practice
a profession, and partnerships or
A corporation may further classify its shares associations organized for the purpose of
for the purpose of ensuring compliance with practicing a profession, shall not be allowed
constitutional or legal requirements. to organize as a corporation unless otherwise
provided under special laws.
SECTION 7. Founders’ Shares. –
Founders’ shares may be given certain rights Incorporators who are natural persons must
and privileges not enjoyed by the owners of be of legal age.
other stocks.
