Corporate Bylaws Philippines Guide

Corporate bylaws are internal governance rules adopted under the Revised Corporation Code. They regulate meetings, voting, officers, records and procedures but cannot contradict law or the Articles of Incorporation.

What bylaws commonly address

• Time, place and manner of shareholder and board meetings
• Notice, quorum and voting procedures
• Election and term of directors
• Officer positions, duties and authority
• Stock certificates and share-transfer procedures
• Corporate records and inspection
• Penalties for bylaw violations where lawful
• Other governance controls consistent with law

Adoption

Bylaws may be adopted before incorporation and filed with the Articles, or after incorporation within the period stated in the Revised Corporation Code. Record the approving vote and preserve the accepted version.

Amendments

1. Identify the provision and reason for change.
2. Confirm the approving bodies and voting thresholds.
3. Prepare the resolution and clean amended text.
4. File with the SEC when required.
5. Update governance manuals, calendars and templates.

Conflict rule

When a bylaw conflicts with the Code or valid Articles, the higher authority controls. Do not rely on a bylaw to validate an act prohibited by law.

Sources and review

• Republic Act No. 11232, bylaws provisions
• SEC official website

Verified 22 September 2026.