Board Meeting, Quorum and Voting Rules Philippines

A valid board action requires a properly called meeting or another method permitted by law, the required quorum and the required affirmative vote. The Articles, bylaws and special transaction rules may impose additional requirements.

Meeting checklist

• Confirm the incumbent directors and any vacancies.
• Check whether the meeting is regular or special.
• Give notice using the timing and method required by law and bylaws.
• Distribute the agenda and decision materials.
• Record attendance and quorum.
• Disclose conflicts and determine participation rules.
• Record each motion, vote, abstention and approval.

Quorum and vote

The Revised Corporation Code supplies the default rules, but the Articles, bylaws and rules for particular transactions must also be checked. Do not assume that a simple majority of persons present is sufficient for every action.

Remote participation

Directors who cannot physically attend may participate through remote communication when allowed by law and applicable SEC rules. The company should verify identity, participation, voting and the integrity of the record.

Documents

• Notice and proof of delivery
• Agenda and board materials
• Attendance and remote-participation record
• Conflict disclosures
• Minutes and signed resolutions
• Secretary’s certificate when needed

Sources and review

• Republic Act No. 11232, meeting and quorum provisions
• SEC rules and issuances

Verified 22 September 2026. Check transaction-specific voting thresholds before the meeting.