# corporatecode.ph — Full Text Corpus > Philippine corporate law answers, tools and compliance guides This file is the complete, machine-readable text of every public document on this site. It exists so language models, retrieval systems and AI search engines can read the primary content directly, without parsing HTML, and cite the correct canonical URL. The curated index of this site is at /llms.txt. Site: https://corporatecode.ph Publisher: corporatecode.ph Jurisdiction: Philippines Languages: en-PH Documents: 53 Words: 20,276 Generated: 2026-11-12T09:36:15+00:00 Refresh: automatic on publication, and daily Curated index: https://corporatecode.ph/llms.txt Full corpus: https://corporatecode.ph/llms-full.txt Sitemap: https://corporatecode.ph/sitemap_index.xml ## How to cite Every entry carries the canonical URL of the page it came from. Cite that URL, not this file. Titles, dates and section labels below are the publisher's own. ## Usage Published for machine reading, retrieval and citation. Reproduce with attribution to the canonical URL of the individual document. ## Standing notice Educational information about Philippine corporate law, company formation, governance and SEC compliance for general understanding. Not legal advice and not a substitute for a qualified Philippine lawyer or corporate secretary. The Revised Corporation Code (RA 11232), SEC memorandum circulars, filing requirements, deadlines and penalties change; verify the version in force at the canonical URL and against the primary source before relying on any obligation, deadline or penalty. ## Contents 1. About CorporateCode.ph — https://corporatecode.ph/about/ 2. Annual SEC Compliance Calendar — https://corporatecode.ph/sec-compliance/annual-compliance-calendar/ 3. Anti-Dummy Law Philippines Guide — https://corporatecode.ph/foreign-investment/anti-dummy-law/ 4. Articles of Incorporation Philippines Guide — https://corporatecode.ph/business-formation/articles-of-incorporation/ 5. Audited Financial Statements Filing Guide Philippines — https://corporatecode.ph/sec-compliance/audited-financial-statements/ 6. Beneficial Ownership Reporting Philippines — https://corporatecode.ph/foreign-investment/beneficial-ownership/ 7. Board Meeting, Quorum and Voting Rules Philippines — https://corporatecode.ph/corporate-governance/board-meeting-quorum-voting/ 8. Board of Directors Powers, Composition and Duties — https://corporatecode.ph/corporate-governance/board-of-directors/ 9. Branch Office versus Subsidiary in the Philippines — https://corporatecode.ph/business-formation/branch-vs-subsidiary/ 10. Business Contracts and Corporate Authority — https://corporatecode.ph/business-contracts/ 11. Business Formation in the Philippines — https://corporatecode.ph/business-formation/ 12. Business Structure Decision Checklist — https://corporatecode.ph/tools/business-structure-checker/ 13. Contact CorporateCode.ph — https://corporatecode.ph/contact/ 14. Content Review Policy — https://corporatecode.ph/content-review-policy/ 15. Corporate Bylaws Philippines Guide — https://corporatecode.ph/business-formation/corporate-bylaws/ 16. Corporate Disputes and Shareholder Remedies — https://corporatecode.ph/corporate-disputes/ 17. Corporate Governance in the Philippines — https://corporatecode.ph/corporate-governance/ 18. Corporate Law Tools and Checklists — https://corporatecode.ph/tools/ 19. Corporate Officers and Required Positions in the Philippines — https://corporatecode.ph/corporate-governance/corporate-officers/ 20. Corporate Transactions, Restructuring and Closure — https://corporatecode.ph/corporate-transactions/ 21. CorporateCode.ph FAQ: 100 Common Questions Answered — https://corporatecode.ph/faqs/ 22. Corrections & Updates Policy — https://corporatecode.ph/corrections/ 23. Delinquent Corporation Reinstatement Philippines — https://corporatecode.ph/sec-compliance/delinquent-corporation-reinstatement/ 24. Director Liability Philippines — https://corporatecode.ph/corporate-governance/director-liability/ 25. Dividends in Philippine Corporations — https://corporatecode.ph/shares-and-shareholders/dividends/ 26. Editorial Policy and Research Method — https://corporatecode.ph/editorial-policy/ 27. Foreign Ownership and Capital in the Philippines — https://corporatecode.ph/foreign-investment/ 28. Foreign Ownership and Capital Screening Checklist — https://corporatecode.ph/tools/foreign-ownership-capital-checker/ 29. Foreign Ownership Limits in the Philippines — https://corporatecode.ph/foreign-investment/foreign-ownership-limits/ 30. General Information Sheet Filing Guide Philippines — https://corporatecode.ph/sec-compliance/general-information-sheet/ 31. How to Register a Domestic Corporation in the Philippines — https://corporatecode.ph/business-formation/domestic-corporation/ 32. Legal Disclaimer — https://corporatecode.ph/disclaimer/ 33. Minimum Capital for a Foreign-Owned Philippine Company — https://corporatecode.ph/foreign-investment/minimum-capital/ 34. One Person Corporation Guide Philippines — https://corporatecode.ph/business-formation/one-person-corporation/ 35. Philippine Corporate Law Resources — https://corporatecode.ph/resources/ 36. Pre-emptive Rights Philippines — https://corporatecode.ph/shares-and-shareholders/preemptive-rights/ 37. SEC Compliance Calendar Builder — https://corporatecode.ph/tools/sec-compliance-calendar/ 38. SEC Compliance for Philippine Corporations — https://corporatecode.ph/sec-compliance/ 39. Shareholder Meeting Rules Philippines — https://corporatecode.ph/corporate-governance/shareholder-meeting/ 40. Shareholder Rights Philippines Guide — https://corporatecode.ph/shares-and-shareholders/shareholder-rights/ 41. Shares and Shareholders in Philippine Corporations — https://corporatecode.ph/shares-and-shareholders/ 42. Source and Citation Policy — https://corporatecode.ph/source-and-citation-policy/ 43. Transfer of Shares in a Philippine Corporation — https://corporatecode.ph/shares-and-shareholders/transfer-of-shares/ 44. Trust & Policies — https://corporatecode.ph/policies/ 45. Types of Business Entities in the Philippines — https://corporatecode.ph/business-formation/types-of-business-entities-philippines/ 46. Build a Corporate Compliance Evidence Folder — https://corporatecode.ph/2026/09/22/corporate-compliance-evidence-folder/ 47. Corporate Approval Records Checklist — https://corporatecode.ph/2026/09/22/corporate-approval-records-checklist/ 48. Five Decisions to Make Before Registering a Philippine Company — https://corporatecode.ph/2026/09/22/five-decisions-before-registering-company/ 49. Foreign Ownership Screening Red Flags — https://corporatecode.ph/2026/09/22/foreign-ownership-screening-red-flags/ 50. How to Build Your First SEC Compliance Calendar — https://corporatecode.ph/2026/09/22/build-first-sec-compliance-calendar/ 51. How to Use CorporateCode.ph — https://corporatecode.ph/2026/09/22/how-to-use-corporatecode-ph/ 52. Share Transfer Records Checklist — https://corporatecode.ph/2026/09/22/share-transfer-records-checklist/ 53. What Belongs in a Board Decision File? — https://corporatecode.ph/2026/09/22/board-decision-file-checklist/ ============================================================================== DOCUMENTS ============================================================================== ## 1. About CorporateCode.ph URL: https://corporatecode.ph/about/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-11-11 Words: 178 Summary: An evidence-first Philippine corporate-law decision platform. **CorporateCode.ph helps founders, directors, shareholders, foreign investors, corporate secretaries and business teams move from legal rule to required approval, documents, filing deadline and next step.** ### What we cover Business formation, foreign ownership, corporate governance, SEC compliance, shares, corporate transactions, business authority and intra-corporate disputes. ### Editorial team and publisher The CorporateCode.ph Editorial Team is led by publisher [Anton Sheker](https://sheker.com/). Team-authored articles are prepared under his direction. Named individual authors retain their own credit, and article-level legal-review credit is used only where a named lawyer has reviewed that specific article. ### How we work We use official Philippine authority, answer-first structures, claim-level sourcing and clear boundaries between legal information and individualized legal advice. ### Network boundaries Employment doctrine is handled by [LaborCode.ph](https://laborcode.ph/), family law by [FamilyCode.ph](https://familycode.ph/), general contract and civil-law doctrine by [CivilLaw.PH](https://civillaw.ph/), privacy, cybersecurity and technology law by [Cybercode.ph](https://cybercode.ph/), and tax law by [TaxCode.ph](https://taxcode.ph/). CorporateCode covers the corporate decision and links to the canonical explanation when another field controls. For information about the publisher's editorial standards, sources, corrections and legal notices, visit our [Trust & Policies directory](https://corporatecode.ph/policies/). ------------------------------------------------------------------------------ ## 2. Annual SEC Compliance Calendar URL: https://corporatecode.ph/sec-compliance/annual-compliance-calendar/ Type: page Section: SEC Compliance for Philippine Corporations Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 116 Summary: Build and verify a recurring compliance calendar for a Philippine corporation. **A compliance calendar must be tailored to the corporation’s fiscal year, registration details, entity type and reportable events.** There is no responsible one-size-fits-all deadline list. ### Calendar fields - Obligation and official authority - Responsible person and reviewer - Trigger date or covered period - Preparation, approval and filing deadlines - Current form and filing portal - Proof of submission and acceptance - Next follow-up date ### Recurring workstreams - Annual meeting and governance records - General Information Sheet - Audited Financial Statements - BIR and LGU coordination - Books, registers and beneficial-ownership records - Event-driven amendments and disclosures **Verification rule:** Confirm each deadline against the current SEC rule or official announcement before relying on it. ------------------------------------------------------------------------------ ## 3. Anti-Dummy Law Philippines Guide URL: https://corporatecode.ph/foreign-investment/anti-dummy-law/ Type: page Section: Foreign Ownership and Capital in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 188 Summary: Prohibited circumvention of foreign-ownership and control restrictions. **The Anti-Dummy Law prohibits arrangements that evade nationality restrictions through simulated Filipino ownership, prohibited intervention in management or false representations.** The substance of ownership, funding and control matters. ### Risk indicators - Filipino shareholders who did not provide or control their investment - Undisclosed trust, side agreement or repayment arrangement - Foreign control beyond what the governing law permits - False citizenship or beneficial-ownership declarations - Board, bank or contract controls inconsistent with the permitted structure - Nominees who do not exercise genuine ownership rights ### Compliance review 1. Classify the restricted activity and exact nationality rule. 2. Trace the source of funds and beneficial ownership. 3. Review board, veto, management and signing rights. 4. Compare contracts and actual conduct with SEC disclosures. 5. Correct inaccurate records and obtain advice before implementation. ### Documents to examine Articles, bylaws, stock and transfer book, subscription records, loan documents, shareholders’ agreements, voting arrangements, bank mandates, management contracts and beneficial-ownership filings. ### Sources and review - [Commonwealth Act No. 108, as amended](https://lawphil.net/statutes/repacts/ra1936/ca_108_1936.html) - [Revised Corporation Code](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026. Criminal and regulatory exposure requires fact-specific professional review.* ------------------------------------------------------------------------------ ## 4. Articles of Incorporation Philippines Guide URL: https://corporatecode.ph/business-formation/articles-of-incorporation/ Type: page Section: Business Formation in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 212 Summary: Required contents, approval choices, amendments and filing evidence. **The Articles of Incorporation are the corporation’s foundational public document.** They identify the corporate name, purposes, term, principal office, incorporators, board structure and capital information required by law. ### Controlling authority The [Revised Corporation Code](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) states the required contents and governs amendments, corporate purposes and powers. SEC forms and portals control the current filing format. ### Decisions to make before drafting - Exact primary and secondary purposes - Corporate name and principal office - Perpetual term unless another term is stated - Number and qualifications of directors or trustees - Authorized capital, classes of shares, par value and subscriptions - Foreign-ownership and sector restrictions - Special provisions consistent with law ### Preparation and filing 1. Classify the business activity and ownership. 2. Use the current SEC form or generated document. 3. Reconcile names, citizenship, addresses and capital figures. 4. Obtain the required signatures and authentication. 5. File through the current SEC registration route. 6. Preserve the accepted Articles and Certificate of Incorporation. ### Amendments An amendment may require board and shareholder approval, an amended document and SEC approval. A private agreement cannot silently override the registered Articles. ### Sources and review - [Republic Act No. 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026. Confirm current forms and filing instructions before submission.* ------------------------------------------------------------------------------ ## 5. Audited Financial Statements Filing Guide Philippines URL: https://corporatecode.ph/sec-compliance/audited-financial-statements/ Type: page Section: SEC Compliance for Philippine Corporations Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 219 Summary: Prepare, approve, file and preserve evidence for annual SEC financial statements. **Corporations must prepare annual financial statements and determine whether the statements require an independent CPA audit under the Revised Corporation Code and applicable SEC rules.** ### Preparation workflow 1. Confirm the fiscal year, entity classification and filing schedule. 2. Close the books and reconcile material balances. 3. Prepare financial statements and required notes. 4. Determine whether an independent audit is required. 5. Complete management representations and supporting schedules. 6. Obtain the required signatures and corporate approval. 7. File through the current [SEC eFAST route](https://efast.sec.gov.ph/user/login). 8. Retain the filed copy, receipt and acceptance evidence. ### Possible attachments The current SEC rules, tax status and company classification may require auditor reports, schedules, sworn statements or other attachments. Use the current official checklist rather than copying a prior-year package. ### Deadline warning SEC schedules may be organized by fiscal year, registration number or current circular. BIR filing obligations are separate. Verify both calendars. ### Common failures - Figures inconsistent with the GIS or books - Missing signatures or attachments - Using a superseded format - Assuming SEC and BIR deadlines are identical - No evidence that the upload was accepted ### Sources and review - [Republic Act No. 11232, reports and financial statements](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) - [SEC eFAST](https://efast.sec.gov.ph/user/login) *Verified 22 September 2026. Confirm the current schedule and checklist before filing.* ------------------------------------------------------------------------------ ## 6. Beneficial Ownership Reporting Philippines URL: https://corporatecode.ph/foreign-investment/beneficial-ownership/ Type: page Section: Foreign Ownership and Capital in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 209 Summary: Identify natural-person owners and controllers for SEC disclosure. **Beneficial ownership reporting looks beyond the registered shareholder to the natural person who ultimately owns, controls or benefits from the corporation.** The analysis must reflect both ownership and other means of control. ### Who must be examined - Direct registered shareholders - Indirect ownership through companies, trusts or nominees - Persons controlling voting or appointment rights - Persons exercising control through agreements or other arrangements - Ultimate natural persons behind institutional owners ### Working method 1. Build the ownership chain to natural persons. 2. Calculate direct and indirect interests. 3. Review voting, veto, board-appointment and management rights. 4. Identify nominee, trust and control arrangements. 5. Collect reliable identification and supporting records. 6. Report using the current SEC form and rules. 7. Update the record when reportable facts change. ### Evidence file Keep organization charts, registers, declarations, identification records, shareholders’ agreements, trust or nominee documents, board rights and the accepted SEC filing. ### False-disclosure warning Registered ownership alone is not enough when another person actually controls or benefits. Inconsistency across the GIS, stock and transfer book and internal records should be investigated. ### Sources and review - [SEC beneficial-ownership rules and official issuances](https://www.sec.gov.ph/) - [Republic Act No. 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) *Verified 22 September 2026. Use the current SEC form and threshold definitions.* ------------------------------------------------------------------------------ ## 7. Board Meeting, Quorum and Voting Rules Philippines URL: https://corporatecode.ph/corporate-governance/board-meeting-quorum-voting/ Type: page Section: Corporate Governance in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 228 Summary: How to hold and document a valid board meeting. **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](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) 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](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC rules and issuances](https://www.sec.gov.ph/) *Verified 22 September 2026. Check transaction-specific voting thresholds before the meeting.* ------------------------------------------------------------------------------ ## 8. Board of Directors Powers, Composition and Duties URL: https://corporatecode.ph/corporate-governance/board-of-directors/ Type: page Section: Corporate Governance in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 120 Summary: Understand board authority and the records needed for valid corporate action. **The board exercises corporate powers, conducts business and controls corporate property, subject to law and matters reserved to shareholders.** Individual directors ordinarily act through a properly constituted board, not through personal authority. ### Board decision checklist - Is the decision within board authority? - Were directors properly elected and qualified? - Was valid notice given? - Was quorum present throughout the action? - Was the required vote obtained? - Were conflicts disclosed and addressed? - Do the minutes accurately record deliberation and action? ### Evidence of authority Retain notices, agenda materials, attendance, conflict disclosures, minutes, resolutions and any secretary’s certificate issued to third parties. Director exposure depends on the governing rule, actual participation, good faith, diligence, conflict and resulting harm. ------------------------------------------------------------------------------ ## 9. Branch Office versus Subsidiary in the Philippines URL: https://corporatecode.ph/business-formation/branch-vs-subsidiary/ Type: page Section: Business Formation in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 247 Summary: Compare legal personality, liability, capital, governance and registration. **A Philippine subsidiary is a separate domestic corporation; a branch is an extension of the foreign corporation licensed to do business in the Philippines.** The choice changes liability, governance, capital, contracting, tax coordination and exit. ### Comparison | Question | Branch | Subsidiary | | --- | --- | --- | | Legal personality | Same foreign corporation | Separate Philippine corporation | | Liability | Foreign head office is directly exposed | Generally contained in subsidiary, subject to law and guarantees | | Governance | Resident agent and head-office authority | Philippine board and officers | | Ownership | No Philippine shares | Shares held by parent and any other investors | | Capital | Assigned-capital and activity rules may apply | Foreign-equity and domestic-market capitalization rules may apply | ### Decision factors - Exact Philippine activities and foreign-ownership limits - Need to isolate liabilities - Customer or regulator preference for a local entity - Funding, profit remittance and tax treatment - Required board control and local officers - Future investment, sale or joint venture - Exit and closure process ### Registration Both structures require SEC action. A branch presents authenticated foreign-company documents, appoints a resident agent and establishes authority to operate. A subsidiary completes domestic incorporation through the SEC registration system. ### Sources and review - [Revised Corporation Code, provisions on foreign corporations](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [Foreign Investments Act as amended](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026. Capital, tax and sector rules require transaction-specific verification.* ------------------------------------------------------------------------------ ## 10. Business Contracts and Corporate Authority URL: https://corporatecode.ph/business-contracts/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 83 Summary: Understand corporate approvals, authority and records for business agreements. **A valid business contract requires more than acceptable commercial terms.** The company must confirm capacity, signing authority, required corporate approvals, regulatory conditions and evidence of authorization. ### Before signing - Identify the contracting entity and beneficial counterparty. - Confirm the board, shareholder or officer approval required. - Verify the signatory’s authority. - Check conditions, licenses, data, tax and sector-specific requirements. - Preserve the resolution, secretary’s certificate and final signed agreement. General contract doctrine belongs with CivilLaw.ph; CorporateCode focuses on authority and governance consequences. ------------------------------------------------------------------------------ ## 11. Business Formation in the Philippines URL: https://corporatecode.ph/business-formation/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 193 Summary: Choose, register and establish the governing documents of a Philippine business entity. **Business formation begins with the entity decision.** The right structure affects ownership, liability, capital, governance, taxes, registration and the ability to raise funds or admit investors. ### Start with these decisions - Will the business operate as a sole proprietorship, partnership, One Person Corporation or ordinary corporation? - Will any owner be foreign, and does the activity have an equity restriction? - Who will control the board, act as officers and sign for the company? - What capital, address, licenses and registrations are required? ### Formation pathway 1. Define the activity, founders and intended ownership. 2. Compare suitable entity forms and liability consequences. 3. Check foreign-ownership and minimum-capital rules. 4. Prepare the Articles of Incorporation, bylaws and initial governance decisions. 5. Complete SEC registration, then coordinate BIR, LGU and sector-specific registrations. 6. Open statutory books, establish approval controls and calendar recurring filings. ### Priority guides - [Types of Business Entities in the Philippines](https://corporatecode.ph/business-formation/types-of-business-entities-philippines/) - [How to Register a Domestic Corporation](https://corporatecode.ph/business-formation/domestic-corporation/) - [One Person Corporation Guide](https://corporatecode.ph/business-formation/one-person-corporation/) - [Branch Office versus Subsidiary](https://corporatecode.ph/business-formation/branch-vs-subsidiary/) - Articles of Incorporation and Corporate Bylaws **Next step:** Record the proposed activity, owners, citizenship, capital and management structure before choosing an entity. ------------------------------------------------------------------------------ ## 12. Business Structure Decision Checklist URL: https://corporatecode.ph/tools/business-structure-checker/ Type: page Section: Corporate Law Tools and Checklists Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 141 Summary: A controlled checklist for narrowing Philippine business entity options. **Use this checklist to narrow options, not to make a final registration decision.** ### 1. Ownership - One owner: compare sole proprietorship and One Person Corporation. - Two or more owners: compare partnership and corporation. - Any foreign owner: classify the activity and verify the permitted equity level first. ### 2. Liability and continuity - Need separation from personal liabilities: prioritize a juridical entity, subject to lawful capitalization and governance. - Need continuity beyond an owner’s withdrawal or death: compare corporate succession rules. ### 3. Capital and control - Record initial contributions and future funding needs. - Identify who should appoint managers or directors and approve reserved matters. - Check whether investors will need transferable shares. ### Output Prepare a shortlist stating the preferred entity, excluded alternatives, unresolved ownership or licensing issues, required founders and the official rules still needing verification. ------------------------------------------------------------------------------ ## 13. Contact CorporateCode.ph URL: https://corporatecode.ph/contact/ Type: page Section: Pages Language: en-PH Published: 2026-11-08 | Updated: 2026-11-08 Words: 488 Summary: Contact CorporateCode.ph to report corrections, submit official sources, raise privacy or security concerns, or discuss editorial collaboration. EDITORIAL CONTACT ### Help Us Keep Philippine Corporate Law Information Accurate Report a possible error, share an official source, raise a privacy or security concern, report a problem with a tool or checklist, or contact the CorporateCode.ph editorial team. Send a General Inquiry ### Choose the Right Contact Reason Using the appropriate subject helps us review your message and route it correctly. #### Report a Correction Tell us about a possible factual, legal, citation, date, link, or attribution error. Include the page URL, the statement concerned, and the official source supporting the correction. Report a Correction #### Submit an Official Source Share a law, SEC rule or memorandum circular, official advisory, government procedure, or court decision that may improve an existing guide or support a future resource. Submit a Source #### Privacy or Security Concern Contact us about privacy, personal-data exposure, impersonation, suspicious activity, account security, or a vulnerability affecting CorporateCode.ph. Report a Concern #### Editorial or Partnership Inquiry Write to us about research collaboration, institutional partnerships, expert contributions, licensing, media inquiries, or general feedback about the site. Contact the Editorial Team ### What to Include in Your Message **Page or subject:** Include the relevant CorporateCode.ph URL or identify the topic clearly. **Specific concern:** Quote the statement, link, citation, image, or procedure you believe should be reviewed. **Supporting material:** Link to an official government source, law, SEC issuance, or full court decision whenever possible. **Necessary context:** Provide relevant dates and a concise explanation of why the information may be inaccurate, incomplete, outdated, or unclear. #### Protect Your Personal Information Do not send passwords, government identification numbers, TINs, bank details, unfiled corporate documents, stock and transfer book extracts, confidential company files, or complete case records unless a secure and appropriate method has been agreed upon. Email is not a confidential attorney-client channel. CorporateCode.ph is not a law firm and contacting us does not create an attorney-client relationship. --- ### Need Official Corporate or SEC Assistance? CorporateCode.ph cannot register a company, file a report, represent a party, evaluate confidential documents, or provide case-specific legal advice. For incorporation, SEC filings and corporate records, use the Securities and Exchange Commission’s official channels. For tax registration and business-name questions, use the agency responsible. #### BIR Contact Information Find the Bureau of Internal Revenue’s official contact channels for registration and tax questions after incorporation. [Open BIR Contact Page](https://www.bir.gov.ph/contact-us) #### DTI Business Name Registration Sole proprietorships register their business names with the Department of Trade and Industry through its official online system. [Open DTI BNRS](https://bnrs.dti.gov.ph/) #### Revised Corporation Code Read the text of Republic Act No. 11232, the Revised Corporation Code of the Philippines. [Read RA 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) #### Editorial Standards and Responsible Use Before contacting us, you may review our [Editorial Policy](https://corporatecode.ph/editorial-policy/), [Source and Citation Policy](https://corporatecode.ph/source-and-citation-policy/), [Corrections Policy](https://corporatecode.ph/corrections/), [Content Review Policy](https://corporatecode.ph/content-review-policy/), and [Legal Disclaimer](https://corporatecode.ph/disclaimer/). Messages are reviewed according to relevance and available resources. Submission does not guarantee publication, correction, legal review, or an individual response. ------------------------------------------------------------------------------ ## 14. Content Review Policy URL: https://corporatecode.ph/content-review-policy/ Type: page Section: Pages Language: en-PH Published: 2026-11-08 | Updated: 2026-11-08 Words: 347 Summary: How CorporateCode.ph reviews corporate-law content before and after publication, prioritizes high-risk topics and documents significant updates. CorporateCode.ph uses a structured review process to improve the accuracy, clarity and reliability of its legal content. The level of review may vary according to the complexity, risk and purpose of the material. ### Pre-publication review Before publication, content should be checked for legal basis, source quality, citation accuracy, internal consistency, readability and alignment with the article’s stated scope. Key provisions, case holdings, required approvals, filing steps and time-sensitive information receive particular attention. ### Risk-based review Pages involving foreign-ownership limits, capital requirements, corporate approvals and vote thresholds, filing deadlines and penalties, delinquency or revocation, or intra-corporate disputes may require a higher level of review than general definitions or historical background. ### Reviewer roles A reviewer may verify sources, challenge unsupported conclusions, identify missing exceptions and check whether the article distinguishes binding law from commentary. Reviewer attribution is used only when the person’s identity, role and contribution are accurate and authorized. ### Ongoing review Published content may be revisited after legislative amendments, new SEC rules or memorandum circulars, a new Foreign Investment Negative List, major court decisions, agency updates, reader reports or scheduled editorial checks. Priority is given to pages that receive significant traffic or could affect important corporate decisions. ### Review limitations Editorial review reduces errors but does not guarantee that a page is complete, current or suitable for every factual situation. Readers should always consult the full official sources and obtain professional advice where necessary. ### Documentation Review records should identify the page, the claim or requirement checked, the official source and version, the source-check date, the change made and any unresolved issue. A source check verifies the stated material against a source; it is not a claim that the entire page has received legal review. A legal-review credit should identify the reviewing lawyer, the specific page and scope reviewed, the completion date and authorization to display the credit. For tools and checklists, the record should also identify the rule or list version and the cases used to test it. Material corrections should be described in a reader-visible note. These records support accountability and future maintenance. ------------------------------------------------------------------------------ ## 15. Corporate Bylaws Philippines Guide URL: https://corporatecode.ph/business-formation/corporate-bylaws/ Type: page Section: Business Formation in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 210 Summary: Adoption, contents, amendments and the relationship with the Articles. **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](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). 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](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026.* ------------------------------------------------------------------------------ ## 16. Corporate Disputes and Shareholder Remedies URL: https://corporatecode.ph/corporate-disputes/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 86 Summary: Identify the forum, evidence, prerequisites and proportionate corporate remedy. **The correct remedy depends on the parties, right violated, requested relief and proper forum.** Intra-corporate disputes can involve ownership, elections, inspection rights, deadlock, derivative claims or control of corporate records. ### Initial assessment - Identify the corporate relationship and disputed act. - Preserve minutes, notices, registers, communications and filings. - Check internal demands or prerequisites. - Determine jurisdiction, venue and available interim relief. - Separate corporate remedies from contractual, criminal, labor or regulatory issues. Urgent threats to control, assets or records may require prompt professional assessment. ------------------------------------------------------------------------------ ## 17. Corporate Governance in the Philippines URL: https://corporatecode.ph/corporate-governance/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 176 Summary: Understand board authority, officers, meetings, voting and director responsibility. **Corporate governance determines who can decide, approve, sign and be held responsible.** A valid corporate action may require board approval, shareholder approval, an officer’s implementation, or an external regulator’s consent. ### Governance questions - Is the matter reserved to the board or shareholders? - Was proper notice given and was quorum present? - What voting threshold applies? - Does a director or officer have a conflict of interest? - What resolution, minutes or secretary’s certificate must evidence the action? ### Core subjects - [Board composition, powers and duties](https://corporatecode.ph/corporate-governance/board-of-directors/) - [Corporate officers and delegated authority](https://corporatecode.ph/corporate-governance/corporate-officers/) - [Board meetings, quorum and voting](https://corporatecode.ph/corporate-governance/board-meeting-quorum-voting/) - Shareholder meetings and written consent - Related-party transactions and conflicts - Director liability, business judgment and records ### Approval workflow 1. Identify the proposed act and its legal basis. 2. Determine the approving body and voting threshold. 3. Prepare notice, agenda and supporting documents. 4. Record deliberation, conflict disclosures and the vote. 5. Issue the resolution or certificate and complete any filing. **Next step:** Never rely on a signature alone—confirm the signer’s underlying corporate authority. ------------------------------------------------------------------------------ ## 18. Corporate Law Tools and Checklists URL: https://corporatecode.ph/tools/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 106 Summary: Decision checkers, compliance calendars and controlled working documents. **CorporateCode tools help organize a decision; they do not replace verification of the governing law or professional advice.** Each utility identifies assumptions, missing facts and the next official source to check. ### Available tools - [Business Structure Checker](https://corporatecode.ph/tools/business-structure-checker/) — narrow suitable entity options. - [SEC Compliance Calendar](https://corporatecode.ph/tools/sec-compliance-calendar/) — organize recurring corporate obligations. - [Foreign Ownership and Capital Checker](https://corporatecode.ph/tools/foreign-ownership-capital-checker/) — screen activities for ownership and capitalization issues. ### Planned utilities - Board and Shareholder Approval Checker - Share Transfer Checklist - Board Resolution Builder - Secretary’s Certificate Builder - Corporate Closure Checklist Always verify current forms, filing portals, fees and deadlines with the responsible agency before acting. ------------------------------------------------------------------------------ ## 19. Corporate Officers and Required Positions in the Philippines URL: https://corporatecode.ph/corporate-governance/corporate-officers/ Type: page Section: Corporate Governance in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 250 Summary: Identify required officers, eligibility rules and evidence of authority. **After electing the board, a Philippine corporation elects the officers required by the Revised Corporation Code and its bylaws.** A title alone does not prove authority to bind the corporation. ### Required positions Under the [Revised Corporation Code](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html), the board elects a president, who must be a director; a treasurer, who must be a resident; a corporate secretary, who must be a Philippine citizen and resident; and other officers required by the bylaws. A public-interest corporation must also have a compliance officer. ### Compatibility and eligibility The same person may hold two or more positions concurrently except where the Code prohibits a combination. Eligibility should also be checked against the Articles, bylaws, regulated-industry rules and any disqualification. ### Authority matrix | Question | Evidence | | --- | --- | | Was the officer validly elected? | Board minutes and resolution | | What may the officer sign? | Bylaws, delegation and specific resolution | | Is third-party proof needed? | Secretary’s certificate or incumbency evidence | | Was the action implemented? | Signed document, filing or transaction record | ### Procedure 1. Review statutory and bylaw positions. 2. Confirm each candidate’s qualifications and conflicts. 3. Elect officers at a valid board meeting. 4. Record the vote, authority and term. 5. Issue certificates of authority only from the recorded resolution. 6. Update the GIS and other filings when required. ### Sources and review - [Republic Act No. 11232, board and officer provisions](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026.* ------------------------------------------------------------------------------ ## 20. Corporate Transactions, Restructuring and Closure URL: https://corporatecode.ph/corporate-transactions/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 71 Summary: Plan mergers, acquisitions, restructuring, dissolution and liquidation. **Major corporate transactions require coordinated approvals, documents, creditor treatment, filings and post-closing verification.** ### Transaction pathways - Share acquisitions and transfers - Asset acquisitions - Mergers and consolidations - Capital restructuring and amendments - Voluntary dissolution and liquidation - Closure across SEC, BIR, LGU, employment and creditor workstreams ### Control points Confirm the approving body, voting threshold, appraisal or creditor rights, regulatory clearances, tax consequences, closing documents and required post-closing filings. ------------------------------------------------------------------------------ ## 21. CorporateCode.ph FAQ: 100 Common Questions Answered URL: https://corporatecode.ph/faqs/ Type: page Section: Pages Language: en-PH Published: 2026-11-10 | Updated: 2026-11-10 Words: 9986 Summary: 100 plain-English answers on Philippine corporate law: OPCs, foreign ownership, board and stockholder votes, GIS and AFS filings, shares and disputes. CorporateCode.ph · Answer to Action **Start with the question you are facing.** Short, source-checked answers to 100 common questions about Philippine company formation, foreign ownership, governance, SEC filings, shares and disputes. Each answer states the rule, who approves and by what vote, then points you to the full CorporateCode.ph guide and the law it rests on. This is an editorial selection of practical questions, not a search-volume ranking. General legal information cannot decide your case. If you received a notice, summons or formal deadline, get case-specific help promptly. ### Find your situation 13Business Formation13Foreign Investment and Ownership16Corporate Governance12SEC Compliance18Shares and Shareholders7Stockholder Meetings and Voting6One Person Corporations8Corporate Disputes7Transactions, Restructuring and Closure ### Frequently Asked Questions by Topic #### Business Formation Choosing an entity, registering with the SEC and setting up the Articles and bylaws. Browse the [Business Formation guides](https://corporatecode.ph/business-formation/). Back to topic list ↑ ##### I am starting a business alone. Should I register a sole proprietorship or a One Person Corporation? It depends on how much you need to separate business debts from personal assets. A sole proprietorship is not a separate legal person, so you answer for business debts personally. An OPC is a corporation with a single stockholder and its own juridical personality, but it carries SEC reporting duties, a nominee and alternate nominee, and formal records. Compare liability, continuity and compliance cost before choosing. More questions on this: [Types of Business Entities in the Philippines](https://corporatecode.ph/business-formation/types-of-business-entities-philippines/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 2 and 116](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [RA 11232 (Revised Corporation Code), Sec. 129](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Who is allowed to form a One Person Corporation? Only a natural person, a trust or an estate may form an OPC under the Revised Corporation Code. Banks and quasi-banks, preneed, trust and insurance companies, public and publicly listed companies, and non-chartered GOCCs cannot incorporate as OPCs. A licensed professional also cannot use an OPC to practise the profession unless a special law allows it. Screen the activity for foreign-ownership limits before filing. More questions on this: [One Person Corporation Guide Philippines](https://corporatecode.ph/business-formation/one-person-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 116](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Do I need a minimum capital to register a corporation or OPC? No, not as a general rule. The Revised Corporation Code says stock corporations and OPCs are not required to have a minimum capital stock unless a special law requires one. Special laws and sector regulators can still impose capital rules, and foreign-owned companies may face capitalization requirements under the Foreign Investments Act. Check the activity before setting your capital figures. More questions on this: [Five Decisions to Make Before Registering a Philippine Company](https://corporatecode.ph/2026/09/22/five-decisions-before-registering-company/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 12 and 117](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [RA 11647, Sec. 8 (amending RA 7042, Sec. 8)](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html). ##### How many incorporators do I need to set up an ordinary stock corporation? You can have one up to fifteen incorporators. Any person, partnership, association or corporation may incorporate, singly or jointly with others, but not more than fifteen. Natural-person incorporators must be of legal age, and each incorporator of a stock corporation must own or subscribe to at least one share. A corporation with a single stockholder is treated as an OPC. More questions on this: [How to Register a Domestic Corporation in the Philippines](https://corporatecode.ph/business-formation/domestic-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 10](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What must our Articles of Incorporation contain? The Articles must state, among others, the corporate name, primary and secondary purposes, a principal office in the Philippines, the term if not perpetual, the incorporators and first directors with their nationalities and addresses, and, for stock corporations, the authorized capital, par value and subscriptions. The number of directors cannot exceed fifteen. Use the current SEC form and reconcile every figure before signing. More questions on this: [Articles of Incorporation Philippines Guide](https://corporatecode.ph/business-formation/articles-of-incorporation/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 13](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How do we amend our Articles of Incorporation, and who has to approve it? The board approves by majority vote, and stockholders holding at least two-thirds of the outstanding capital stock must vote for or give written assent. Non-voting shares also vote on amendments to the Articles. Dissenting stockholders may have appraisal rights. The amendment takes effect on SEC approval, or six months after filing if the SEC does not act for reasons not attributable to the corporation. More questions on this: [Articles of Incorporation Philippines Guide](https://corporatecode.ph/business-formation/articles-of-incorporation/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 6 and 15](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [RA 11232 (Revised Corporation Code), Sec. 80](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Our preferred corporate name is similar to an existing company. Will the SEC accept it? Probably not if the name is not distinguishable. The SEC will not allow a name that is not distinguishable from one already reserved or registered, or that is protected by law. Adding words like Corporation, Inc. or Limited, or changing punctuation, spacing or tense, does not make a name distinguishable. If a registered name is later found non-compliant, the SEC can order the corporation to stop using it. More questions on this: [How to Register a Domestic Corporation in the Philippines](https://corporatecode.ph/business-formation/domestic-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 17](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### When does our corporation legally come into existence? It begins on the date the SEC issues the certificate of incorporation. Before that, the incorporators submit the proposed name for verification, then file the Articles and bylaws. Anyone who knowingly acts as a corporation without authority can be liable as a general partner for resulting debts. Keep the certificate and accepted documents, then complete BIR, local government and sector registrations. More questions on this: [How to Register a Domestic Corporation in the Philippines](https://corporatecode.ph/business-formation/domestic-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 18 and 20](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Do we still need to file bylaws, and when do they take effect? Ordinary corporations adopt bylaws either before incorporation, signed by all incorporators and filed with the Articles, or afterwards by stockholders holding a majority of the outstanding capital stock. Either way, the bylaws take effect only when the SEC certifies they conform to the Code. An OPC is not required to file bylaws. Regulated companies need their regulator’s certificate first. More questions on this: [Corporate Bylaws Philippines Guide](https://corporatecode.ph/business-formation/corporate-bylaws/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 45 and 119](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How do we amend our bylaws? A majority of the board and stockholders owning at least a majority of the outstanding capital stock may amend or repeal bylaws at a meeting duly called for the purpose. Stockholders holding two-thirds may delegate this power to the board, and a majority of stockholders can revoke that delegation. File the amended bylaws with the SEC; they take effect only on SEC certification. More questions on this: [Corporate Bylaws Philippines Guide](https://corporatecode.ph/business-formation/corporate-bylaws/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 47](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### We are two founders. Should we form a partnership or a corporation? Compare liability and governance first. A partnership has its own juridical personality, but partners are liable pro rata with their own property after partnership assets are exhausted. Stockholders of a corporation generally risk only their investment, but the corporation must follow board, stockholder and SEC rules. A partnership with capital of ₱3,000 or more must be in a public instrument recorded with the SEC. More questions on this: [Business Structure Decision Checklist](https://corporatecode.ph/tools/business-structure-checker/) Legal basis: [Civil Code, Arts. 1768, 1772 and 1816](https://lawphil.net/statutes/repacts/ra1949/ra_386_1949.html); [RA 11232 (Revised Corporation Code), Sec. 10](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What do we need to do right after the SEC issues our certificate? Organize the corporation and complete the registrations that follow SEC. The directors must elect a president, treasurer and corporate secretary, and the election must be reported to the SEC within thirty days. Then register with the BIR, obtain local business permits and sector licenses, open books and bank accounts, and set up a calendar for annual SEC filings. More questions on this: [Business Formation in the Philippines](https://corporatecode.ph/business-formation/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 24 and 25](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can we convert our ordinary corporation into an OPC, or our OPC into an ordinary corporation? Yes, both conversions are allowed. When one stockholder acquires all shares of an ordinary corporation, it may apply to convert into an OPC. An OPC may convert into an ordinary stock corporation after notifying the SEC within sixty days of the triggering circumstances and meeting the requirements for stock corporations. In both cases the converted entity remains liable for existing obligations. More questions on this: [One Person Corporation Guide Philippines](https://corporatecode.ph/business-formation/one-person-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 131 and 132](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). #### Foreign Investment and Ownership Foreign-equity limits, capital thresholds, Anti-Dummy risks and branch choices. Browse the [Foreign Investment and Ownership guides](https://corporatecode.ph/foreign-investment/). Back to topic list ↑ ##### Can a foreigner own 100% of a Philippine company? Often yes. Under the Foreign Investments Act as amended, a non-Philippine national may invest up to 100% in a domestic enterprise after SEC registration unless the Constitution or a law prohibits or limits foreign participation in that activity. The answer depends on the exact activity, checked against the Constitution, special laws and the current Foreign Investment Negative List. More questions on this: [Foreign Ownership Limits in the Philippines](https://corporatecode.ph/foreign-investment/foreign-ownership-limits/) Legal basis: [RA 11647, Sec. 6 (amending RA 7042, Sec. 5)](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html). ##### What is the Foreign Investment Negative List, and where do I find the current one? It is the list of activities where foreign ownership is reserved to Filipinos or capped, issued by Executive Order. List A covers limits from the Constitution and specific laws; List B covers limits for reasons such as security, defense, health and protection of small and medium enterprises. Amendments cannot be made more often than every two years. Always check the latest list before structuring. More questions on this: [Foreign Ownership and Capital in the Philippines](https://corporatecode.ph/foreign-investment/) Legal basis: [RA 11647, Sec. 8 (amending RA 7042, Sec. 8)](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html). ##### What minimum paid-in capital applies to a foreign-owned company serving the local market? Under the Foreign Investments Act as amended, micro and small domestic market enterprises with paid-in equity below the equivalent of US$200,000 are reserved to Philippine nationals. The threshold drops to US$100,000 if the business involves advanced technology as determined by DOST, is endorsed as a startup or startup enabler, or has a majority of Filipino direct employees, at least fifteen. Special laws may set other figures. More questions on this: [Minimum Capital for a Foreign-Owned Philippine Company](https://corporatecode.ph/foreign-investment/minimum-capital/) Legal basis: [RA 11647, Sec. 8 (amending RA 7042, Sec. 8)](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html). ##### Does a 100% foreign-owned exporter need the same minimum capital? Not necessarily. Foreign investment in an export enterprise whose products and services are not in Lists A or B of the Negative List is allowed up to 100%. Export enterprises owned by non-Philippine nationals register with the BOI and must keep meeting their export requirement; if they fail, the SEC or DTI can order domestic sales reduced to not more than 40% of total production. More questions on this: [Minimum Capital for a Foreign-Owned Philippine Company](https://corporatecode.ph/foreign-investment/minimum-capital/) Legal basis: [RA 11647, Sec. 7 (amending RA 7042, Sec. 6)](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html). ##### When is a company considered a “Philippine national” for ownership limits? Under the Foreign Investments Act, a corporation organized in the Philippines is a Philippine national when at least 60% of its capital stock outstanding and entitled to vote is owned by Filipino citizens. Layered structures are tested more closely, and the Supreme Court has held that constitutional “capital” in public utilities refers to shares entitled to vote for directors. Map every layer of ownership. More questions on this: [Foreign Ownership Limits in the Philippines](https://corporatecode.ph/foreign-investment/foreign-ownership-limits/) Legal basis: [RA 7042, Sec. 3(a)](https://lawphil.net/statutes/repacts/ra1991/ra_7042_1991.html); [Gamboa v. Teves, G.R. No. 176579, June 28, 2011](https://lawphil.net/judjuris/juri2011/jun2011/gr_176579_2011.html). ##### Can a foreign-owned corporation own land in the Philippines? Generally no. Apart from hereditary succession, private lands may be transferred only to individuals and corporations qualified to acquire or hold public lands, which in practice means Filipino citizens and corporations at least 60% Filipino-owned. Foreign-owned companies usually lease land or use other lawful arrangements. Do not use nominees to hold land; that can violate the Anti-Dummy Law. More questions on this: [Foreign Ownership Limits in the Philippines](https://corporatecode.ph/foreign-investment/foreign-ownership-limits/) Legal basis: [1987 Constitution, Art. XII, Secs. 2 and 7](https://lawphil.net/consti/cons1987.html); [CA 108, Sec. 2-A](https://lawphil.net/statutes/comacts/ca_108_1936.html). ##### Are telecommunications and other public services still limited to 40% foreign ownership? Not all of them. The amended Public Service Act limits the constitutional “public utility” category to listed sectors such as electricity distribution and transmission, petroleum pipeline transmission, water and wastewater pipeline systems, seaports and public utility vehicles. Other public services are no longer public utilities, but critical infrastructure such as telecommunications faces a 50% foreign cap unless reciprocity applies, and national-security reviews. More questions on this: [Foreign Ownership Limits in the Philippines](https://corporatecode.ph/foreign-investment/foreign-ownership-limits/) Legal basis: [RA 11659, Sec. 4 (amending CA 146, Sec. 13(d)) and Sec. 25](https://lawphil.net/statutes/repacts/ra2022/ra_11659_2022.html); [1987 Constitution, Art. XII, Sec. 11](https://lawphil.net/consti/cons1987.html). ##### Can foreign investors own an advertising, media or school business? Only within constitutional limits. Mass media must be wholly owned and managed by Filipinos. Advertising companies must be at least 70% Filipino-owned. Educational institutions, other than those established by religious groups and mission boards, must generally be at least 60% Filipino-owned, with control and administration vested in Filipinos. Check whether your activity is classified as one of these. More questions on this: [Foreign Ownership and Capital Screening Checklist](https://corporatecode.ph/tools/foreign-ownership-capital-checker/) Legal basis: [1987 Constitution, Art. XIV, Sec. 4 and Art. XVI, Sec. 11](https://lawphil.net/consti/cons1987.html). ##### My Filipino partner holds shares for me but I paid for them. Is that legal? No, not if it is used to get around a nationality restriction. The Anti-Dummy Law punishes Filipinos who allow their name or citizenship to be used to evade nationality rules, the foreigners who profit, and those who simulate Filipino ownership. A Filipino holder with no assets equal to the holdings is evidence of a violation. Penalties include imprisonment and forfeiture. Get advice and restructure lawfully. More questions on this: [Anti-Dummy Law Philippines Guide](https://corporatecode.ph/foreign-investment/anti-dummy-law/) Legal basis: [CA 108, Secs. 1 and 2](https://lawphil.net/statutes/comacts/ca_108_1936.html). ##### What warning signs suggest our ownership structure has an Anti-Dummy problem? Common red flags are Filipino shareholders who did not fund or control their investment, side agreements giving a foreign investor undisclosed voting or management control, repayment or trust arrangements, and records that do not match across the GIS, stock and transfer book and beneficial-ownership filings. The law looks at substance, funding and control. Pause and get advice before closing. More questions on this: [Foreign Ownership Screening Red Flags](https://corporatecode.ph/2026/09/22/foreign-ownership-screening-red-flags/) Legal basis: [CA 108, Secs. 1, 2 and 2-A](https://lawphil.net/statutes/comacts/ca_108_1936.html). ##### Do we have to report who really owns and controls our company? Yes. Corporations must keep records of their current ownership structure and voting rights, including group structures, intra-group relations and beneficial ownership, and the GIS discloses beneficial owners. Beneficial ownership means the natural persons who ultimately own or control the company, including through nominees, trusts or agreements. Use the current SEC form and definitions, which are set by SEC rules. More questions on this: [Beneficial Ownership Reporting Philippines](https://corporatecode.ph/foreign-investment/beneficial-ownership/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 73(b)](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [RA 11232 (Revised Corporation Code), Sec. 177](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Should a foreign company open a branch or set up a Philippine subsidiary? It depends on liability, control and the activity. A branch is part of the foreign company, so the head office is directly exposed, and it needs an SEC license and a resident agent. A subsidiary is a separate domestic corporation with its own board, and liabilities are generally contained there. Both are subject to the same foreign-ownership limits on the activity. More questions on this: [Branch Office versus Subsidiary in the Philippines](https://corporatecode.ph/business-formation/branch-vs-subsidiary/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 140, 142 and 144](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What happens if a foreign corporation does business here without a license? It cannot sue or intervene in any Philippine court or administrative case, though it can still be sued. The Foreign Investments Act defines doing business broadly, covering soliciting orders, service contracts and opening offices, but mere investment as a shareholder in a domestic corporation does not count. Get the license before operating, and appoint a resident agent. More questions on this: [Branch Office versus Subsidiary in the Philippines](https://corporatecode.ph/business-formation/branch-vs-subsidiary/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 150](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [RA 7042, Sec. 3(d)](https://lawphil.net/statutes/repacts/ra1991/ra_7042_1991.html). #### Corporate Governance Board powers, officers, meetings, quorum, votes and director responsibility. Browse the [Corporate Governance guides](https://corporatecode.ph/corporate-governance/). Back to topic list ↑ ##### Who actually runs a corporation: the board, the officers or the shareholders? The board. Unless the Code provides otherwise, the board of directors exercises the corporate powers, conducts all business and controls corporate property. Officers manage day-to-day work under the bylaws and board resolutions. Stockholders elect directors and approve major acts reserved to them, such as amending the Articles or selling substantially all assets. More questions on this: [Corporate Governance in the Philippines](https://corporatecode.ph/corporate-governance/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 22 and 24](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How long is a director’s term, and must a director own shares? Directors are elected for a one-year term and hold office until their successors are elected and qualified. They must be holders of shares registered in the corporation’s books, and a director who stops owning at least one share ceases to be a director. Trustees of nonstock corporations serve up to three years. Check the bylaws for added qualifications. More questions on this: [Board of Directors Powers, Composition and Duties](https://corporatecode.ph/corporate-governance/board-of-directors/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 22](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How does cumulative voting work in electing directors? Each voting stockholder may multiply their shares by the number of directors to be elected and give all those votes to one candidate or spread them among several. The total cannot exceed shares owned times seats, and delinquent stock cannot vote. Owners of a majority of the outstanding capital stock must be present for the election, and nominees with the most votes win. More questions on this: [Shareholder Meeting Rules Philippines](https://corporatecode.ph/corporate-governance/shareholder-meeting/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 23](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Which officers must every corporation have, and who can hold them? The board must elect a president, who must be a director; a treasurer, who must be a resident; a corporate secretary, who must be a Philippine citizen and resident; and any other officers the bylaws require. Corporations vested with public interest also need a compliance officer. One person may hold several posts, but not president and secretary, or president and treasurer, at the same time. More questions on this: [Corporate Officers and Required Positions in the Philippines](https://corporatecode.ph/corporate-governance/corporate-officers/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 24](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What is the quorum and vote needed for a valid board decision? Unless the Articles or bylaws require more, a majority of the number of directors stated in the Articles is a quorum, and a majority of the directors present at a meeting with quorum can approve corporate acts. Electing officers needs a majority of all board members. Some transactions need extra stockholder approval or higher thresholds, so check the specific rule first. More questions on this: [Board Meeting, Quorum and Voting Rules Philippines](https://corporatecode.ph/corporate-governance/board-meeting-quorum-voting/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 52](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How much notice do directors need before a board meeting? Notice stating the date, time and place must go to every director at least two days before the meeting, unless the bylaws require longer. A director can waive notice expressly or impliedly. Regular board meetings are held monthly unless the bylaws say otherwise, special meetings may be called by the president or as the bylaws provide, and meetings may be held inside or outside the Philippines. More questions on this: [Board Meeting, Quorum and Voting Rules Philippines](https://corporatecode.ph/corporate-governance/board-meeting-quorum-voting/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 52](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can a director attend a board meeting by Zoom or vote by proxy? Remote attendance is allowed; proxies are not. Directors who cannot physically attend may participate and vote through videoconferencing, teleconferencing or other modes that give a reasonable chance to participate. Directors cannot attend or vote by proxy. Record who joined remotely, how identity was checked and how each director voted, and follow any applicable SEC rules on remote meetings. More questions on this: [Board Meeting, Quorum and Voting Rules Philippines](https://corporatecode.ph/corporate-governance/board-meeting-quorum-voting/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 52](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How do we remove a director? Stockholders holding at least two-thirds of the outstanding capital stock may remove a director, with or without cause, at a regular meeting or a special meeting called for the purpose, after notice of the intention to remove. Removal without cause cannot be used to defeat minority representation under cumulative voting. The SEC can also order removal of a disqualified director. More questions on this: [Board of Directors Powers, Composition and Duties](https://corporatecode.ph/corporate-governance/board-of-directors/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 27](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### A director resigned. Who fills the vacancy? If the remaining directors still form a quorum, a majority of them can fill a vacancy that did not arise from removal or term expiry, and the replacement serves only the unexpired term. Otherwise the stockholders fill it at a meeting. Vacancies from removal are filled by stockholders, and seats created by increasing the board need a stockholder election. Report the cessation to the SEC within seven days. More questions on this: [Board of Directors Powers, Composition and Duties](https://corporatecode.ph/corporate-governance/board-of-directors/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 25 and 28](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Who is disqualified from being a director or officer? Anyone who, within five years before election or appointment, was convicted by final judgment of an offense punishable by more than six years’ imprisonment, of violating the Revised Corporation Code or of violating the Securities Regulation Code; found administratively liable for fraud; or similarly sanctioned abroad. The SEC and other regulators may add qualifications. Screen candidates before the election. More questions on this: [Corporate Officers and Required Positions in the Philippines](https://corporatecode.ph/corporate-governance/corporate-officers/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 26](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can our directors pay themselves a salary as directors? Only if the bylaws provide for it or stockholders representing at least a majority of the outstanding capital stock approve it. Without that, directors receive only reasonable per diems. Directors cannot take part in deciding their own pay, and total yearly director compensation cannot exceed 10% of the corporation’s net income before income tax for the preceding year. Pay as officers is a separate matter. More questions on this: [Board of Directors Powers, Composition and Duties](https://corporatecode.ph/corporate-governance/board-of-directors/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 29](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can I be held personally liable as a director for company losses? Not automatically. Directors are jointly and severally liable for resulting damages if they willfully and knowingly vote for or assent to patently unlawful acts, act with gross negligence or bad faith, or acquire personal or pecuniary interests in conflict with their duty. Special laws can also impose personal liability. Ask questions, document your reasons, and record any dissent in the minutes. More questions on this: [Director Liability Philippines](https://corporatecode.ph/corporate-governance/director-liability/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 30](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can our company sign a contract with one of its directors or their relatives? Yes, but the contract is voidable unless all conditions are met: the director was not needed for quorum, their vote was not needed for approval, the contract is fair and reasonable, independent-director approval where required, and prior board authorization for officers. If any of the first three is missing, stockholders holding two-thirds may ratify after full disclosure. More questions on this: [What Belongs in a Board Decision File?](https://corporatecode.ph/2026/09/22/board-decision-file-checklist/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 31](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [RA 11232 (Revised Corporation Code), Sec. 52](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### A director took a business deal that should have gone to the company. What can the company do? The director must account for and refund to the corporation all profits from a business opportunity acquired by reason of the office, even if the director used personal funds. This applies unless stockholders owning at least two-thirds of the outstanding capital stock ratify the act. Gather board records and communications showing how the opportunity arose before demanding an accounting. More questions on this: [Director Liability Philippines](https://corporatecode.ph/corporate-governance/director-liability/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 33](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can an officer sign a contract just because of their title? Do not rely on the title alone. Officers manage the corporation and act under the bylaws and board resolutions, and the board exercises corporate powers. A counterparty should check the bylaws, the specific board resolution, and usually a secretary’s certificate showing the signer’s authority. Some transactions also need stockholder approval or regulatory consent before anyone signs. More questions on this: [Business Contracts and Corporate Authority](https://corporatecode.ph/business-contracts/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 22 and 24](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What documents prove that a corporate decision was validly approved? Keep the notice and proof of delivery, the agenda and board materials, the attendance and quorum record, conflict disclosures and recusals, the minutes showing the vote, the signed resolution, a secretary’s certificate for third parties, and evidence of implementation such as the signed contract or filing receipt. Corporations must preserve resolutions and minutes as corporate records. More questions on this: [Corporate Approval Records Checklist](https://corporatecode.ph/2026/09/22/corporate-approval-records-checklist/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 73](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). #### SEC Compliance Annual GIS and financial statements, records, delinquency and SEC powers. Browse the [SEC Compliance guides](https://corporatecode.ph/sec-compliance/). Back to topic list ↑ ##### What does the SEC require every corporation to file every year? Every corporation, domestic or foreign, doing business in the Philippines must submit annual financial statements and a General Information Sheet. Corporations vested with public interest also file director compensation and director appraisal reports. The Code leaves filing periods to the SEC, so confirm the current schedule, form and portal in the latest SEC issuance before relying on a date. More questions on this: [Annual SEC Compliance Calendar](https://corporatecode.ph/sec-compliance/annual-compliance-calendar/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 177](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What is the General Information Sheet, and what goes in it? The GIS is the annual SEC disclosure of the corporation’s current details: registration and principal office, fiscal year and meeting date, directors and officers, capital, stockholders and beneficial owners. Reconcile it with the stock and transfer book and minutes before signing. Filing periods follow current SEC rules, typically tied to the annual meeting, so check the latest announcement. More questions on this: [General Information Sheet Filing Guide Philippines](https://corporatecode.ph/sec-compliance/general-information-sheet/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 73 and 177](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Do our financial statements have to be audited? Usually yes. The Code requires annual financial statements audited by an independent CPA, but if total assets or total liabilities are less than ₱600,000, they may be certified under oath by the treasurer or chief financial officer instead. SEC rules and other regulators may set different thresholds or attachments, so check the current SEC requirements and your BIR obligations separately. More questions on this: [Audited Financial Statements Filing Guide Philippines](https://corporatecode.ph/sec-compliance/audited-financial-statements/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 74 and 177](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What happens if we keep missing our GIS and AFS filings? The SEC may place the corporation under delinquent status if it fails to submit reportorial requirements three times, consecutively or intermittently, within five years. It can also impose administrative sanctions after notice and hearing, including fines and suspension or revocation of registration. Penalty amounts follow current SEC rules, so check the latest SEC issuance and fix gaps early. More questions on this: [Delinquent Corporation Reinstatement Philippines](https://corporatecode.ph/sec-compliance/delinquent-corporation-reinstatement/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 158 and 177](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Our corporation was declared delinquent or its registration revoked. Can we fix it? Often yes, but late filing alone may not restore good standing. Get the SEC order or record showing your exact status, list missing reports, and follow the current SEC procedure for lifting delinquency or petitioning to lift a revocation, including penalties. A delinquent corporation that stopped operating has two years to resume and comply, or its certificate is revoked. More questions on this: [Delinquent Corporation Reinstatement Philippines](https://corporatecode.ph/sec-compliance/delinquent-corporation-reinstatement/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 21 and 177](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### We elected new officers. Do we need to tell the SEC? Yes. Within thirty days after the election, the secretary or another officer must submit to the SEC the names, nationalities, shareholdings and residence addresses of the directors and officers elected. If a director, trustee or officer dies, resigns or otherwise ceases to hold office, the SEC must be told in writing within seven days from knowledge. Update the GIS as current SEC rules require. More questions on this: [General Information Sheet Filing Guide Philippines](https://corporatecode.ph/sec-compliance/general-information-sheet/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 25](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What corporate records must we keep at our principal office? Keep the Articles, bylaws and amendments; current ownership and voting structure including beneficial ownership; names and addresses of directors and executive officers; a record of business transactions; board and stockholder resolutions; copies of the latest SEC reports; and minutes of all meetings. Stock corporations must also keep a stock and transfer book. Records may be in any form. More questions on this: [Build a Corporate Compliance Evidence Folder](https://corporatecode.ph/2026/09/22/corporate-compliance-evidence-folder/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 73](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can we keep confidential information out of our SEC reports? Yes, through a supplemental filing. A person required to file a report may redact confidential information, provided it is filed in a separate supplemental report prominently labelled “confidential”, with a request for confidential treatment and the specific grounds. The SEC decides whether to grant it. Do not simply leave required data out of the GIS or AFS. More questions on this: [General Information Sheet Filing Guide Philippines](https://corporatecode.ph/sec-compliance/general-information-sheet/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 177](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How do I build a compliance calendar for a new corporation? Start with the company profile: SEC registration number and date, entity type, fiscal year, annual meeting date, capital, ownership and regulated activities. Then make one row per obligation with its legal basis, trigger, owner, approver, deadline, filing route and proof of acceptance. Verify each date against the current SEC rule rather than copying last year’s calendar. More questions on this: [How to Build Your First SEC Compliance Calendar](https://corporatecode.ph/2026/09/22/build-first-sec-compliance-calendar/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 49 and 177](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How do we prove we actually filed with the SEC? Keep the signed source document, the submitted file, the filing receipt and the acceptance or validation message, plus the name of the person who filed and the date. A filing is not complete in practice until you can show it was accepted. The Code also requires copies of the latest reportorial requirements to be kept with corporate records at the principal office. More questions on this: [SEC Compliance Calendar Builder](https://corporatecode.ph/tools/sec-compliance-calendar/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 73](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can the SEC fine or close our company for violating the Code? Yes. After notice and hearing, the SEC may impose fines, permanent cease and desist orders, suspension or revocation of the certificate of incorporation, and dissolution with forfeiture of assets in cases under the dissolution rules. It weighs participation, nature, effects, frequency and seriousness. Specific penalty schedules for late filings are set by current SEC rules, so check the latest issuance. More questions on this: [SEC Compliance for Philippine Corporations](https://corporatecode.ph/sec-compliance/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 158](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Where should I start if I am new to CorporateCode.ph and need to fix our compliance? Start with the decision you face, then move to the matching hub. For annual filings, begin with the SEC Compliance hub and the compliance calendar tools; for approvals, use Corporate Governance; for ownership questions, use Shares and Shareholders or Foreign Investment. Each guide points to the controlling law and the records you need. Confirm current SEC forms, fees and deadlines on official channels. More questions on this: [How to Use CorporateCode.ph](https://corporatecode.ph/2026/09/22/how-to-use-corporatecode-ph/) #### Shares and Shareholders Share transfers, the stock and transfer book, dividends and stockholder rights. Browse the [Shares and Shareholders guides](https://corporatecode.ph/shares-and-shareholders/). Back to topic list ↑ ##### I bought shares but the corporation has not recorded the transfer. Am I already a stockholder? Only between you and the seller. Shares transfer by delivery of the endorsed certificate, but no transfer is valid against the corporation and third parties until it is recorded in the corporation’s books, showing the parties, date, certificate numbers and shares transferred. Until recording, the corporation may treat the seller as the stockholder. Ask the corporate secretary to record it. More questions on this: [Transfer of Shares in a Philippine Corporation](https://corporatecode.ph/shares-and-shareholders/transfer-of-shares/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 62](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can the corporation refuse to register my share transfer? It can refuse if the shares have an unpaid claim against them, since such shares are not transferable in the corporation’s books. It can also enforce valid transfer restrictions that appear in the Articles, bylaws and certificate. Otherwise, refusing to record a valid transfer may be challenged as an intra-corporate dispute. Keep the endorsed certificate, deed and tax proof. More questions on this: [Transfer of Shares in a Philippine Corporation](https://corporatecode.ph/shares-and-shareholders/transfer-of-shares/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 62 and 97](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What documents do we need to complete a share transfer? Typically a signed deed or instrument of transfer, the endorsed certificate surrendered for cancellation, proof of payment and of the tax filings the BIR requires, any corporate consent required by valid restrictions, the new certificate, the stock and transfer book entry, and updated beneficial-ownership records. Check foreign-ownership limits after the transfer, and the current BIR requirements. More questions on this: [Share Transfer Records Checklist](https://corporatecode.ph/2026/09/22/share-transfer-records-checklist/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 62 and 73](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What is the stock and transfer book, and why does it matter? It is the stock corporation’s register of stockholders, arranged alphabetically, with installments paid and unpaid on subscriptions and every sale or transfer of shares. It is the record that makes a transfer effective against the corporation. Keep it at the principal office, current and consistent with the GIS and beneficial-ownership records. More questions on this: [Shares and Shareholders in Philippine Corporations](https://corporatecode.ph/shares-and-shareholders/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 62 and 73](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can we restrict who our shareholders can sell their shares to? Yes, within limits. Transfer restrictions must appear in the Articles, the bylaws and the stock certificate, or they do not bind a purchaser in good faith. In a close corporation, restrictions cannot be more onerous than giving existing stockholders or the corporation an option to buy before a sale to outsiders. Shareholders’ agreements are useful but may not bind outsiders alone. More questions on this: [Transfer of Shares in a Philippine Corporation](https://corporatecode.ph/shares-and-shareholders/transfer-of-shares/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 97](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [RA 11232 (Revised Corporation Code), Sec. 62](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### I lost my stock certificate. How do I get a replacement? File with the corporation an affidavit in triplicate explaining how it was lost, stolen or destroyed, with the certificate number and shares. After verification, the corporation publishes notice once a week for three consecutive weeks at your expense. If no contest is filed within one year from the last publication, a new certificate is issued; posting an acceptable bond lets it issue earlier. More questions on this: [Transfer of Shares in a Philippine Corporation](https://corporatecode.ph/shares-and-shareholders/transfer-of-shares/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 72](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can I get a stock certificate even if I have not fully paid my subscription? No. A certificate of stock cannot be issued to a subscriber until the full subscription, plus any interest and expenses for delinquent shares, is paid. Unpaid shares that are not delinquent still carry all stockholder rights, including voting. Once the board calls the balance and it remains unpaid thirty days after the due date, the shares become delinquent unless the board orders otherwise. More questions on this: [Shares and Shareholders in Philippine Corporations](https://corporatecode.ph/shares-and-shareholders/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 63, 66 and 71](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can we issue shares in exchange for property or services instead of cash? Yes. Valid consideration includes cash, property actually received, services actually rendered, previously incurred corporate debt, retained earnings capitalized, and shares of another corporation, among others. Shares cannot be issued for promissory notes or future services, or below par or issued value. Non-cash consideration is initially valued by the stockholders or board, subject to SEC approval. More questions on this: [Shares and Shareholders in Philippine Corporations](https://corporatecode.ph/shares-and-shareholders/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 61](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Do existing shareholders get first priority to buy new shares? Generally yes. Stockholders have a pre-emptive right to subscribe to all issues of shares in proportion to their holdings, unless the Articles deny it. The right does not apply to shares issued to comply with laws requiring public offerings or ownership, or shares issued in good faith, with two-thirds stockholder approval, for property needed by the corporation or to pay prior debts. More questions on this: [Pre-emptive Rights Philippines](https://corporatecode.ph/shares-and-shareholders/preemptive-rights/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 38](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How does a corporation increase its authorized capital stock? It needs a majority vote of the board and approval of stockholders holding two-thirds of the outstanding capital stock at a meeting called for the purpose, with written notice. A certificate signed by a majority of directors and countersigned by the meeting chair and secretary, showing compliance and subscriptions, is filed. Prior SEC approval is required, and existing shareholders may have pre-emptive rights. More questions on this: [Pre-emptive Rights Philippines](https://corporatecode.ph/shares-and-shareholders/preemptive-rights/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 37 and 38](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Who decides whether dividends are paid, and can I demand one? The board declares dividends, out of unrestricted retained earnings only, payable in cash, property or stock. A stockholder generally cannot force a declaration just because the company earned revenue. However, stock corporations are barred from retaining surplus profits above 100% of paid-in capital except for approved expansion, loan restrictions or special circumstances. Review the financial statements first. More questions on this: [Dividends in Philippine Corporations](https://corporatecode.ph/shares-and-shareholders/dividends/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 42](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Do stock dividends need shareholder approval? Yes. The board may declare cash or property dividends on its own, but no stock dividend may be issued without approval of stockholders representing at least two-thirds of the outstanding capital stock at a regular or special meeting called for the purpose. Cash dividends due on delinquent stock go first to the unpaid subscription. An executive committee cannot distribute cash dividends. More questions on this: [Dividends in Philippine Corporations](https://corporatecode.ph/shares-and-shareholders/dividends/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 34 and 42](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can our corporation buy back its own shares? Yes, if it has unrestricted retained earnings to cover the purchase and a legitimate corporate purpose, such as eliminating fractional shares, collecting unpaid subscriptions through a delinquency sale, or paying dissenting or withdrawing stockholders. Reacquired shares become treasury shares, which have no voting rights while held and may be resold at a reasonable price fixed by the board. More questions on this: [Shares and Shareholders in Philippine Corporations](https://corporatecode.ph/shares-and-shareholders/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 9, 40 and 56](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### As a shareholder, can I inspect the company’s books and minutes? Yes. Stockholders may inspect corporate records at reasonable hours on business days, in person or through a representative, and demand copies at their own expense, subject to confidentiality laws. The right does not extend to non-stockholders of record or competitors, and the corporation can defend that the demand was in bad faith or for an improper purpose. Make your request in writing. More questions on this: [Shareholder Rights Philippines Guide](https://corporatecode.ph/shares-and-shareholders/shareholder-rights/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 73](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [Gokongwei v. SEC, G.R. No. L-45911, April 11, 1979](https://lawphil.net/judjuris/juri1979/apr1979/gr_l-45911_1979.html). ##### The corporation ignored my request to inspect records. What can I do? Report the denial or inaction to the SEC. Within five days from receipt of the report, the SEC must conduct a summary investigation and issue an order directing inspection or reproduction. Officers who wrongfully refuse may be liable for damages and an offense under the Code; if the refusal followed a board resolution, the directors who voted for it bear liability. Inspection suits may also go to court. More questions on this: [Shareholder Rights Philippines Guide](https://corporatecode.ph/shares-and-shareholders/shareholder-rights/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 73 and 161](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [Interim Rules for Intra-Corporate Controversies, Rule 1, Sec. 1(a)](https://lawphil.net/courts/supreme/am/am_2_04_2001.html). ##### Can I ask for the latest financial statements of a company where I hold shares? Yes. The corporation must furnish a stockholder its most recent financial statement within ten days from receipt of a written request, in the form required by the SEC. At the regular stockholders’ meeting, the board must also present a financial report for the preceding year with duly signed and certified statements. Keep a copy of your written request and its date of receipt. More questions on this: [Shareholder Rights Philippines Guide](https://corporatecode.ph/shares-and-shareholders/shareholder-rights/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 74](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### When can I demand that the company buy my shares because I disagree with a decision? Through the appraisal right, a dissenting stockholder can demand the fair value of their shares when the Articles are amended to change or restrict share rights or extend or shorten the term, when substantially all assets are sold, leased or mortgaged, in a merger or consolidation, or when corporate funds are invested outside the primary purpose. You must vote against the action. More questions on this: [Shareholder Rights Philippines Guide](https://corporatecode.ph/shares-and-shareholders/shareholder-rights/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 80](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How do I exercise my appraisal right, and how is the price set? Make a written demand for fair value within thirty days after the vote, or the right is waived. Submit your certificates for notation within ten days of the demand. Fair value is as of the day before the vote. If no agreement is reached within sixty days, three disinterested appraisers decide, and payment requires unrestricted retained earnings. Rights to dividends and voting are restored until purchase or abandonment. More questions on this: [Shareholder Rights Philippines Guide](https://corporatecode.ph/shares-and-shareholders/shareholder-rights/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 81, 82 and 85](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). #### Stockholder Meetings and Voting Notice, quorum, remote voting, proxies and elections. Browse the [Stockholder Meetings and Voting guides](https://corporatecode.ph/corporate-governance/). Back to topic list ↑ ##### When must we hold our annual stockholders’ meeting? On the date fixed in the bylaws, or if none is fixed, on any date after April 15 of each year set by the board. Written notice may be sent by email or other means the SEC allows. At the meeting, the board should present the prior minutes, a financial report, the dividend policy and other matters listed in the Code. Check the bylaws for the exact notice period. More questions on this: [Shareholder Meeting Rules Philippines](https://corporatecode.ph/corporate-governance/shareholder-meeting/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 49](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How much notice is needed for a special stockholders’ meeting? At least one week’s written notice must go to all stockholders, unless the bylaws, a law or a regulation sets a different period. Certain actions have their own rules; for example, a meeting on voluntary dissolution where no creditors are affected needs notice at least twenty days before the meeting plus newspaper publication. The notice must state the time, place and purpose and include the agenda and proxy form. More questions on this: [Shareholder Meeting Rules Philippines](https://corporatecode.ph/corporate-governance/shareholder-meeting/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 49, 50 and 134](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What is the quorum for a stockholders’ meeting? Unless the Code or the bylaws provide otherwise, a quorum is stockholders representing a majority of the outstanding capital stock, or a majority of members in a nonstock corporation. Stockholders joining by remote communication or voting in absentia, where allowed, count as present. Major acts like amending the Articles or merging need two-thirds of the outstanding capital stock to approve. More questions on this: [Shareholder Meeting Rules Philippines](https://corporatecode.ph/corporate-governance/shareholder-meeting/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 51 and 57](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can stockholders vote online or by mail? Yes, if the bylaws or a majority of the board authorize it. Stockholders may vote by remote communication or in absentia, provided votes arrive before the tally is finished, and they count as present for quorum. Corporations vested with public interest may allow it even without a bylaw provision. The corporation must set clear procedures and include them in the meeting notice. More questions on this: [Shareholder Meeting Rules Philippines](https://corporatecode.ph/corporate-governance/shareholder-meeting/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 23, 50 and 57](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How long is a stockholder’s proxy valid? Unless the proxy says otherwise, it is valid only for the meeting it was meant for, and no proxy can be effective for more than five years at a time. Proxies must be written, signed and filed with the corporate secretary within a reasonable time before the meeting, in the form the bylaws allow. Directors cannot vote by proxy at board meetings. More questions on this: [Shareholder Meeting Rules Philippines](https://corporatecode.ph/corporate-governance/shareholder-meeting/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 57](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html); [RA 11232 (Revised Corporation Code), Sec. 52](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### We missed our scheduled annual election. What do we do? Report the non-holding of the election and the reasons to the SEC within thirty days, with a new date no later than sixty days from the scheduled date. If no new date is set or the rescheduled election also fails, a stockholder, director or trustee can ask the SEC to order an election, where the shares present constitute a quorum. Directors stay in office until successors qualify. More questions on this: [Shareholder Meeting Rules Philippines](https://corporatecode.ph/corporate-governance/shareholder-meeting/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 22 and 25](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can we have non-voting shares, and do they ever get to vote? Yes. Only preferred or redeemable shares may be made non-voting, and at least one class must have full voting rights. Non-voting shares still vote on amending the Articles, adopting or amending bylaws, selling substantially all assets, bonded debt, changing authorized capital, merger or consolidation, investing in another business, and dissolution. Other approval thresholds count only voting shares. More questions on this: [Shareholder Rights Philippines Guide](https://corporatecode.ph/shares-and-shareholders/shareholder-rights/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 6](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). #### One Person Corporations How a single-owner corporation is run, recorded and passed on. Browse the [One Person Corporations guides](https://corporatecode.ph/business-formation/). Back to topic list ↑ ##### Who runs a One Person Corporation, and does it need other officers? The single stockholder is automatically the sole director and president. Within fifteen days from incorporation, the OPC must appoint a treasurer, a corporate secretary and any other officers it needs, and notify the SEC within five days of the appointment. The single stockholder cannot be the corporate secretary. If the stockholder also acts as treasurer, a bond and written undertaking are required. More questions on this: [One Person Corporation Guide Philippines](https://corporatecode.ph/business-formation/one-person-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 121 and 122](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What is a nominee in an OPC, and can I change mine later? The nominee and alternate nominee take over as director and manage the OPC if the single stockholder dies or becomes incapacitated. Their names, contact details and authority must appear in the Articles. You may change them at any time by submitting the new nominees and their written consent to the SEC; you do not need to amend the Articles for that change. More questions on this: [One Person Corporation Guide Philippines](https://corporatecode.ph/business-formation/one-person-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 118, 124 and 126](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What happens to my OPC if I die? Your nominee steps in as director until your legal heirs are determined. The corporate secretary must notify the nominee and the SEC within five days. The nominee transfers the shares to the heirs or estate within seven days of receiving proof of heirship, and within sixty days the heirs must tell the SEC whether they will dissolve the OPC or convert it into an ordinary corporation. More questions on this: [One Person Corporation Guide Philippines](https://corporatecode.ph/business-formation/one-person-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 123, 124 and 132](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Does an OPC hold board or stockholder meetings? No formal meetings are needed. When the OPC must act, a written resolution signed and dated by the single stockholder and recorded in the minutes book is enough. The OPC must keep a minutes book containing all actions, decisions and resolutions. Good records matter, because they are the evidence of authority banks, counterparties and the SEC will ask for. More questions on this: [One Person Corporation Guide Philippines](https://corporatecode.ph/business-formation/one-person-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 127 and 128](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can I be personally liable for my OPC’s debts? Yes, if you cannot show the company is truly separate. The single stockholder claiming limited liability must affirmatively show the OPC was adequately financed. If you cannot prove the OPC’s property is independent of your personal property, you become jointly and severally liable for its debts. Veil-piercing rules also apply. Keep separate accounts, contracts and records. More questions on this: [One Person Corporation Guide Philippines](https://corporatecode.ph/business-formation/one-person-corporation/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 130](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### What reports does an OPC file with the SEC? An OPC submits annual financial statements, audited by an independent CPA unless total assets or liabilities are below the threshold in the Code, a president’s report explaining any auditor qualifications, a disclosure of self-dealings and related-party transactions with the single stockholder, and other reports the SEC requires. Filing periods follow current SEC rules, so confirm the schedule before relying on a date. More questions on this: [Audited Financial Statements Filing Guide Philippines](https://corporatecode.ph/sec-compliance/audited-financial-statements/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 129](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). #### Corporate Disputes Election contests, derivative suits, deadlocks and where to file. Browse the [Corporate Disputes guides](https://corporatecode.ph/corporate-disputes/). Back to topic list ↑ ##### Where do I file a case against fellow shareholders or the board? Intra-corporate disputes go to the Regional Trial Court with jurisdiction over the corporation’s principal office, before judges designated to hear these cases, not to the SEC. The Interim Rules cover fraud schemes by directors or officers, intra-corporate controversies, election disputes, derivative suits and inspection of books. If the Articles or bylaws contain an arbitration clause, the dispute may have to go to arbitration. More questions on this: [Corporate Disputes and Shareholder Remedies](https://corporatecode.ph/corporate-disputes/) Legal basis: [Interim Rules for Intra-Corporate Controversies, Rule 1, Secs. 1, 5 and 9](https://lawphil.net/courts/supreme/am/am_2_04_2001.html); [RA 11232 (Revised Corporation Code), Sec. 181](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### I think the board election was rigged. How long do I have to challenge it? Act fast. Under the Interim Rules, an election contest must be filed within fifteen days from the election if the bylaws provide no internal procedure, or within fifteen days from the corporation’s resolution of the controversy under its bylaws. You must also have exhausted intra-corporate remedies in the bylaws. Preserve ballots, proxies, notices and minutes immediately. More questions on this: [Corporate Disputes and Shareholder Remedies](https://corporatecode.ph/corporate-disputes/) Legal basis: [Interim Rules for Intra-Corporate Controversies, Rule 6, Secs. 2 and 3](https://lawphil.net/courts/supreme/am/am_2_04_2001.html). ##### Management is harming the company. Can a minority shareholder sue on the company’s behalf? Yes, through a derivative suit filed in the corporation’s name. You must have been a stockholder when the acts occurred and when you file, have made all reasonable efforts to exhaust remedies under the Articles, bylaws and rules, show no appraisal rights are available for the acts, and the suit must not be a nuisance or harassment suit. Plead these specifically. More questions on this: [Corporate Disputes and Shareholder Remedies](https://corporatecode.ph/corporate-disputes/) Legal basis: [Metropolitan Bank & Trust Co. v. Salazar Realty Corp., G.R. No. 218738, March 9, 2022](https://lawphil.net/judjuris/juri2022/mar2022/gr_218738_2022.html); [Interim Rules for Intra-Corporate Controversies, Rule 1, Sec. 1(b)](https://lawphil.net/courts/supreme/am/am_2_04_2001.html). ##### Can the court dismiss my intra-corporate case as a nuisance suit? Yes. Nuisance and harassment suits are prohibited, and the court may dismiss them on its own or on motion. It considers the size of the plaintiff’s shareholding or interest, the subject matter, the legal and factual basis, whether appraisal rights are available, and the prejudice to the corporation compared with the relief sought. Build a well-documented complaint. More questions on this: [Corporate Disputes and Shareholder Remedies](https://corporatecode.ph/corporate-disputes/) Legal basis: [Interim Rules for Intra-Corporate Controversies, Rule 1, Sec. 1(b)](https://lawphil.net/courts/supreme/am/am_2_04_2001.html). ##### If I win an intra-corporate case, does an appeal stop the judgment? Generally not. Decisions and orders under the Interim Rules are immediately executory, and an appeal does not stay enforcement unless an appellate court restrains it. Interlocutory orders cannot be appealed. A later Supreme Court resolution excluded certain awards, such as moral and exemplary damages and attorney’s fees, from immediate execution, so check the current rule with counsel. More questions on this: [Corporate Disputes and Shareholder Remedies](https://corporatecode.ph/corporate-disputes/) Legal basis: [Interim Rules for Intra-Corporate Controversies, Rule 1, Sec. 4](https://lawphil.net/courts/supreme/am/am_2_04_2001.html). ##### What do I need to prepare before filing an intra-corporate complaint? The complaint must be verified and must state the parties, all material facts supported by affidavits and documents, the law relied on, a certification against forum shopping and the relief sought. A motion to dismiss is a prohibited pleading, so the case moves on the papers. Gather minutes, notices, registers, the stock and transfer book and communications first. More questions on this: [Corporate Disputes and Shareholder Remedies](https://corporatecode.ph/corporate-disputes/) Legal basis: [Interim Rules for Intra-Corporate Controversies, Rule 1, Sec. 8 and Rule 2, Secs. 1 to 4](https://lawphil.net/courts/supreme/am/am_2_04_2001.html). ##### Our two-shareholder company is deadlocked. Is there a way out? If it is a close corporation, yes. When directors or stockholders are so divided that required votes cannot be obtained and the business can no longer be run to the stockholders’ advantage, any stockholder may petition the SEC to arbitrate. The SEC can alter provisions, enjoin acts, order a buyout at fair value, appoint a provisional director or dissolve the corporation. More questions on this: [Corporate Disputes and Shareholder Remedies](https://corporatecode.ph/corporate-disputes/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 103](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can a shareholder in a close corporation force a buyout or dissolution? Yes. A stockholder of a close corporation may, for any reason, compel the corporation to buy their shares at fair value, not below par or issued value, if the corporation has enough assets to cover its debts. A stockholder may also petition the SEC for dissolution when those in control act illegally, fraudulently, dishonestly or oppressively, or waste corporate assets. More questions on this: [Corporate Disputes and Shareholder Remedies](https://corporatecode.ph/corporate-disputes/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 104](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). #### Transactions, Restructuring and Closure Asset sales, mergers, investments and dissolution. Browse the [Transactions, Restructuring and Closure guides](https://corporatecode.ph/corporate-transactions/). Back to topic list ↑ ##### We want to sell most of the company’s assets. Who needs to approve? A sale of all or substantially all assets, including goodwill, needs a majority board vote and approval of stockholders holding at least two-thirds of the outstanding capital stock at a meeting called for the purpose. It is “substantially all” if the company could no longer continue its business. Dissenters have appraisal rights. Sales in the regular course of business need only the board. More questions on this: [Corporate Transactions, Restructuring and Closure](https://corporatecode.ph/corporate-transactions/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 39](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How is a merger of two corporations approved? Each board approves the plan of merger by majority vote, then stockholders of each corporation approve it by at least two-thirds of the outstanding capital stock at separate meetings, with notice including the plan or a summary. Dissenting stockholders may demand appraisal. The merger takes effect when the SEC issues the certificate. Competition-law review may also apply. More questions on this: [Corporate Transactions, Restructuring and Closure](https://corporatecode.ph/corporate-transactions/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 76, 78 and 80](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can our corporation invest in another company or a different business? Yes. Investing corporate funds in another corporation, business or purpose outside the primary purpose requires a majority board vote and ratification by stockholders holding two-thirds of the outstanding capital stock, with dissenters given appraisal rights. If the investment is reasonably necessary to accomplish the primary purpose, stockholder approval is not needed. More questions on this: [Corporate Transactions, Restructuring and Closure](https://corporatecode.ph/corporate-transactions/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 41](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### How do we voluntarily dissolve a corporation that has no creditors? The board approves by majority, and stockholders owning at least a majority of the outstanding capital stock adopt a resolution at a meeting called for the purpose. Give notice at least twenty days before the meeting and publish it once in a newspaper. Then file a verified request with the SEC with the certified resolution, proof of publication and any regulator clearances required. More questions on this: [Corporate Transactions, Restructuring and Closure](https://corporatecode.ph/corporate-transactions/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 134](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Our company still owes creditors. Can we still dissolve it voluntarily? Yes, but by verified petition to the SEC. The board majority signs it, stockholders holding at least two-thirds of the outstanding capital stock must approve the dissolution, and the petition lists all claims and creditors. The SEC sets a deadline for objections and requires notice before deciding. Creditor rights survive dissolution, so plan settlement of liabilities first. More questions on this: [Corporate Transactions, Restructuring and Closure](https://corporatecode.ph/corporate-transactions/) Legal basis: [RA 11232 (Revised Corporation Code), Secs. 135 and 184](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### After dissolution, how long does the corporation exist to wind up its affairs? It remains a body corporate for three years after dissolution, only to sue and be sued, settle and close its affairs, dispose of property and distribute assets, not to continue business. During that period it may convey its assets to trustees for stockholders and creditors. Unclaimed distributable assets escheat to the government. Plan BIR, local and employee closure steps as well. More questions on this: [Corporate Transactions, Restructuring and Closure](https://corporatecode.ph/corporate-transactions/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 139](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ##### Can the SEC dissolve our corporation even if we do not want it dissolved? Yes. The SEC may dissolve a corporation on its own or on a verified complaint for grounds including non-use of the charter, continuous inoperation, a court order, fraud in incorporation found by final judgment, or use of the corporation for securities violations, smuggling, tax evasion, money laundering or graft. In the most serious cases, remaining assets may be forfeited to the government. More questions on this: [Corporate Transactions, Restructuring and Closure](https://corporatecode.ph/corporate-transactions/) Legal basis: [RA 11232 (Revised Corporation Code), Sec. 138](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html). ### Explore more **Keep the original records.** Save notices, receipts, filings, messages and dates without altering them. Each linked guide explains its own conditions, documents, deadlines and next steps. For the next step, browse [corporate law tools and checklists](https://corporatecode.ph/tools/), [corporate law resources](https://corporatecode.ph/resources/), [annual SEC compliance calendar](https://corporatecode.ph/sec-compliance/annual-compliance-calendar/). ### Sources and legal citations - [Revised Corporation Code of the Philippines (RA 11232)](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [Foreign Investments Act of 1991 (RA 7042)](https://lawphil.net/statutes/repacts/ra1991/ra_7042_1991.html) - [RA 11647 amending the Foreign Investments Act (2022)](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html) - [Anti-Dummy Law (Commonwealth Act No. 108, as amended)](https://lawphil.net/statutes/comacts/ca_108_1936.html) - [RA 11659 amending the Public Service Act (2022)](https://lawphil.net/statutes/repacts/ra2022/ra_11659_2022.html) - [Interim Rules of Procedure for Intra-Corporate Controversies (A.M. No. 01-2-04-SC)](https://lawphil.net/courts/supreme/am/am_2_04_2001.html) - [1987 Constitution of the Philippines](https://lawphil.net/consti/cons1987.html) - [Civil Code of the Philippines (RA 386), partnership articles](https://lawphil.net/statutes/repacts/ra1949/ra_386_1949.html) - [Gamboa v. Teves, G.R. No. 176579, June 28, 2011](https://lawphil.net/judjuris/juri2011/jun2011/gr_176579_2011.html) - [Metropolitan Bank & Trust Co. v. Salazar Realty Corp., G.R. No. 218738, March 9, 2022](https://lawphil.net/judjuris/juri2022/mar2022/gr_218738_2022.html) - [Gokongwei v. SEC, G.R. No. L-45911, April 11, 1979](https://lawphil.net/judjuris/juri1979/apr1979/gr_l-45911_1979.html) Read the [Terms of Use and Legal Disclaimer](https://corporatecode.ph/disclaimer/). A linked guide may address a narrower situation than yours; check its conditions and exceptions. This page does not promise an outcome or replace a lawyer’s or tax adviser’s assessment. **About this page:** Written by the CorporateCode.ph Editorial Team. Each answer was checked against the primary sources linked on its card. Sources rechecked as of: November 11, 2026. This page provides general legal information, not legal advice for your particular facts. CorporateCode.ph is not a government agency, court or law firm, and reading this page does not create a lawyer-client relationship. For your own company, consult a Philippine lawyer or corporate secretary, or the Securities and Exchange Commission. [Editorial Policy](https://corporatecode.ph/editorial-policy/) · [Report a correction](https://corporatecode.ph/contact/) · [Legal Disclaimer](https://corporatecode.ph/disclaimer/) ------------------------------------------------------------------------------ ## 22. Corrections & Updates Policy URL: https://corporatecode.ph/corrections/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-11-08 Words: 775 Summary: How CorporateCode.ph reviews correction requests, fixes material legal errors, handles updates and records significant changes to published content. **CorporateCode.ph corrects material errors promptly and transparently, and updates guides when statutes, SEC rules, memorandum circulars, agency procedures or Supreme Court doctrine change.** Readers, practitioners, agencies and subject-matter experts may report possible inaccuracies for review. We explain rules that companies act on, sometimes against a filing deadline, so an error here has consequences. ### What Counts as a Material Correction A material correction is a change that could affect how a reasonable reader understands the law, a required approval, a filing, a deadline or the recommended next step. - An incorrect legal requirement, vote threshold, capital requirement, filing deadline, penalty or agency jurisdiction - A wrong section number of the Revised Corporation Code, or a misstated case holding - A superseded SEC memorandum circular, form, fee or Foreign Investment Negative List presented as current - An outdated SEC, BIR or LGU registration or filing procedure - An error in a tool, calendar or checklist, or an assumption in it that no longer holds - A pending bill described as enacted law ### Minor Edits Spelling, grammar, formatting, broken links and clearer wording are repaired without a formal correction note, and do not reset a guide’s materially reviewed date. ### Materially Reviewed Dates For subjects that can change, a guide may display a **Last materially reviewed** date. It indicates when the legal or procedural substance was checked, not simply when WordPress recorded a small edit. Our review cycle is described in the [Content Review Policy](https://corporatecode.ph/content-review-policy/). ### When We Update Content - a statute is enacted, amended or repealed; - a Supreme Court ruling materially changes or clarifies an issue; - an SEC rule, memorandum circular or implementing rule changes; - a new Foreign Investment Negative List is issued; - an SEC, BIR or LGU form, fee, filing schedule or online portal changes; - a pending bill advances, is substituted, enacted, vetoed or archived; or - new authoritative information shows an earlier explanation was incomplete. An article may have been accurate when published but later become outdated because of legislation, regulation, agency practice or jurisprudence. These are treated as substantive updates rather than necessarily as editorial errors. ### How a Correction Is Handled 1. The report is checked against the primary source: the statute text, the SEC rule or memorandum circular, the issuing agency’s own statement, or the decision itself. A secondary commentary is not enough on its own to change a guide. 2. If the report is right, the guide is corrected. 3. Material corrections are noted in the guide and the materially reviewed date is revised. 4. Minor fixes are made without a note. 5. We reply to the person who reported it, including when we conclude that no change is needed and why. ### No Silent Alteration of Meaning CorporateCode.ph does not knowingly alter a material legal conclusion without reviewing the underlying sources. When a correction changes the practical meaning of an article, the revised version makes that change reasonably clear rather than quietly replacing the earlier text. ### How We Handle Conflicting Official Guidance When official sources conflict, we aim to identify the inconsistency rather than hide it. We may explain both positions, identify which source appears newer or more authoritative, and decline to state a definitive conclusion where the available official material does not support one. ### Archived and Superseded Information Older material can remain useful for historical context, particularly where a corporate act is governed by the rule in force when it was done, such as the former Corporation Code (Batas Pambansa Blg. 68). Where we keep such material, we identify that it has been superseded and point to the current authority, rather than presenting historical guidance as current. ### What We Do Not Change on Request - Accurate statements of law, because a corporation, director, shareholder, investor or adviser dislikes what they say - Content, in exchange for payment, links or any other consideration - Anything that would turn general legal information into advice about a particular case Where a question turns out to be a genuine difference of legal opinion rather than an error, the guide may be revised to set out both positions and the authority for each, rather than adopting one silently. ### How to Report an Error Use our [Contact page](https://corporatecode.ph/contact/). A correction request should identify the page, the disputed statement and a reliable supporting source. A report backed by the primary text is acted on fastest. Submission does not guarantee a change, but every specific and well-supported report receives a good-faith review. For how we research and verify guides in the first place, see our [Editorial Policy and Research Method](https://corporatecode.ph/editorial-policy/) and [Source and Citation Policy](https://corporatecode.ph/source-and-citation-policy/). ------------------------------------------------------------------------------ ## 23. Delinquent Corporation Reinstatement Philippines URL: https://corporatecode.ph/sec-compliance/delinquent-corporation-reinstatement/ Type: page Section: SEC Compliance for Philippine Corporations Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 229 Summary: Assess status, deficiencies, petition requirements and continuing obligations. **A corporation declared delinquent or whose registration has been revoked cannot assume that late filing alone restores good standing.** The company must identify its exact SEC status and follow the current compliance or reinstatement route. ### Initial status check - Confirm whether the corporation is active, delinquent, suspended, revoked or dissolved. - Obtain the SEC order, notice or record supporting the status. - List missing GIS, financial statements and other reports. - Identify penalties, show-cause requirements and pending cases. - Check whether the corporate term or legal existence creates another issue. ### Reinstatement workflow 1. Reconcile the SEC record and corporate books. 2. Complete deficient reports using the correct historical forms and data. 3. Prepare board or shareholder authority for the application. 4. Prepare the petition, affidavits and supporting documents required by the current SEC rules. 5. Pay the assessed penalties and fees through authorized channels. 6. Respond to SEC deficiencies. 7. Preserve the reinstatement or lifting order and update the compliance calendar. ### Do not conceal historical gaps Late reports must reflect the facts for the covered period. Reconstruct governance and ownership records from competent evidence rather than inserting present-day information into historical filings. ### Sources and review - [Republic Act No. 11232, delinquency and revival provisions](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website and current reinstatement rules](https://www.sec.gov.ph/) *Verified 22 September 2026. Obtain the corporation’s actual status before choosing a remedy.* ------------------------------------------------------------------------------ ## 24. Director Liability Philippines URL: https://corporatecode.ph/corporate-governance/director-liability/ Type: page Section: Corporate Governance in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 189 Summary: When directors may face personal exposure and what evidence matters. **Directors are not automatically personally liable for every corporate loss, but exposure can arise from unlawful acts, gross negligence, bad faith, conflict, disloyalty or specific statutory duties.** ### Core liability questions - Did the director knowingly vote for or assent to an unlawful act? - Was there gross negligence or bad faith in directing corporate affairs? - Was a personal or pecuniary interest placed above the corporation? - Was corporate information, opportunity or property misused? - Did a special law impose personal liability? - Did the director participate, object or rely reasonably on competent information? ### Evidence Board materials, notices, attendance, questions asked, conflict disclosures, expert reports, minutes, dissents, follow-up actions and the actual implementation record may determine the result. ### Risk-control procedure 1. Distribute complete materials early. 2. Identify conflicts and recusal requirements. 3. Test authority, legality and corporate benefit. 4. Ask questions and obtain professional input when needed. 5. Record deliberation, reliance, dissent and vote accurately. 6. Monitor implementation of material conditions. ### Sources and review - [Republic Act No. 11232, director duties and liability](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [Supreme Court E-Library](https://elibrary.judiciary.gov.ph/) *Verified 22 September 2026. Personal exposure is fact-sensitive.* ------------------------------------------------------------------------------ ## 25. Dividends in Philippine Corporations URL: https://corporatecode.ph/shares-and-shareholders/dividends/ Type: page Section: Shares and Shareholders in Philippine Corporations Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 204 Summary: Board authority, unrestricted retained earnings, forms of dividends and restrictions. **Dividends are declared by the board out of unrestricted retained earnings, subject to the Revised Corporation Code, share rights and restrictions protecting capital and creditors.** A shareholder cannot demand a dividend merely because the corporation earned revenue. ### Decision checklist - Are unrestricted retained earnings legally available? - What share classes and preferences apply? - Will the dividend be cash, property or stock? - Does a stock dividend require shareholder approval? - Would payment impair capital, solvency or obligations? - Are there loan covenants or regulatory restrictions? - What withholding and tax reporting applies? ### Approval and records 1. Prepare current financial information. 2. Confirm available unrestricted retained earnings. 3. Review share preferences and contractual restrictions. 4. Approve the declaration at a valid board meeting. 5. Obtain any additional approval required for stock dividends. 6. Set record and payment terms. 7. Record payment and complete tax reporting. ### Improper distributions Directors and recipients may face consequences when distributions violate capital-maintenance rules, involve bad faith or prejudice creditors. Document the financial basis for the decision. ### Sources and review - [Republic Act No. 11232, dividends and retained earnings](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) - [BIR official website](https://www.bir.gov.ph/) *Verified 22 September 2026. Tax treatment requires current verification.* ------------------------------------------------------------------------------ ## 26. Editorial Policy and Research Method URL: https://corporatecode.ph/editorial-policy/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-11-08 Words: 156 Summary: How CorporateCode researches, structures, reviews and updates corporate-law guidance. **Our goal is accuracy, traceability and practical clarity.** Each major guide identifies the question, direct answer, controlling authority, outcome-changing facts, approvals, documents, filing route, deadline and next step. ### Source hierarchy 1. Constitution and statutes 2. Controlling Supreme Court decisions 3. Rules of Court and official judiciary material 4. SEC rules, memorandum circulars, opinions and databases 5. BIR, LGU and other competent-agency materials 6. Reliable secondary sources for context only ### Review controls Material claims are recorded with authority, classification, pinpoint provision, status, temporal scope, official URL, access date and page placement. Unverified deadlines, fees or filing routes are qualified or withheld. ### Independence Commercial relevance does not override the controlling rule. We do not guarantee government approval or present automated output as individualized legal advice. ### Related policies See our [Source and Citation Policy](https://corporatecode.ph/source-and-citation-policy/), [Content Review Policy](https://corporatecode.ph/content-review-policy/) and [Corrections & Updates Policy](https://corporatecode.ph/corrections/). To report an error or submit an official source, use our [Contact page](https://corporatecode.ph/contact/). ------------------------------------------------------------------------------ ## 27. Foreign Ownership and Capital in the Philippines URL: https://corporatecode.ph/foreign-investment/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 178 Summary: Check foreign equity restrictions, capitalization and beneficial-ownership duties. **Foreign ownership is determined by the actual business activity, not merely the company name.** A company must identify the applicable restriction, permitted foreign-equity level, capitalization rule and licensing requirements before accepting investment. ### Questions that change the result - What exact revenue-producing activity will the company perform? - Is the activity reserved or restricted by the Constitution, statute or current Foreign Investment Negative List? - Will the company serve the domestic market, export, operate a branch or use an incentive regime? - Who are the ultimate beneficial owners and controllers? - Do capital, paid-in capital or remittance rules apply? ### Decision route 1. Classify every planned activity. 2. Check the controlling ownership restriction. 3. Test capital and licensing requirements. 4. Choose the entity and governance arrangement. 5. Document beneficial ownership and lawful control. 6. Verify filings with the SEC and relevant regulator. ### Priority coverage - [Foreign Ownership Limits](https://corporatecode.ph/foreign-investment/foreign-ownership-limits/) - [Minimum Capital for Foreign-Owned Companies](https://corporatecode.ph/foreign-investment/minimum-capital/) - [Branch versus Subsidiary](https://corporatecode.ph/business-formation/branch-vs-subsidiary/) - Anti-Dummy Law - Beneficial Ownership Reporting **Important:** Nominee arrangements cannot lawfully be used to hide prohibited foreign control. ------------------------------------------------------------------------------ ## 28. Foreign Ownership and Capital Screening Checklist URL: https://corporatecode.ph/tools/foreign-ownership-capital-checker/ Type: page Section: Corporate Law Tools and Checklists Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 114 Summary: Screen a proposed Philippine activity for foreign-equity and capitalization issues. **The business activity controls the screening result.** Describe every planned revenue-producing activity before checking ownership. ### Screening questions 1. What exact products or services will the company provide? 2. Will it serve the domestic market, export or operate a branch? 3. Is the activity reserved or restricted? 4. What is each owner’s citizenship and ultimate beneficial ownership? 5. What foreign-equity percentage is proposed? 6. Does a capitalization, remittance or licensing rule apply? 7. Who will control the board, management, bank accounts and contracts? ### Required output Record the activity classification, controlling authority, permitted equity, capital rule, required licenses, unresolved facts and next verification step. Do not use nominees to conceal prohibited ownership or control. ------------------------------------------------------------------------------ ## 29. Foreign Ownership Limits in the Philippines URL: https://corporatecode.ph/foreign-investment/foreign-ownership-limits/ Type: page Section: Foreign Ownership and Capital in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 236 Summary: How to identify the applicable foreign-equity ceiling for a business activity. **Foreign ownership is generally permitted unless the Constitution, a statute or the current Foreign Investment Negative List restricts the specific activity.** The legal classification of the activity—not the company’s marketing label—determines the ceiling. ### Screening method 1. List every revenue-producing and licensed activity. 2. Check constitutional reservations. 3. Check the current regular Foreign Investment Negative List. 4. Check sector-specific statutes and regulator rules. 5. Calculate direct and indirect foreign ownership. 6. Review governance, management and beneficial control. 7. Document the authority supporting the proposed percentage. ### Why activity classification matters A company may conduct several activities with different limits. The most restrictive activity can affect structure, licensing or the need to separate business lines. Regulated landholding, mass media, public utilities, educational institutions, retail and other sectors require their own analysis. ### Anti-circumvention warning Nominees, simulated Filipino ownership or arrangements giving foreigners prohibited control may create exposure under the Anti-Dummy Law and other rules. Documents should reflect genuine ownership, funding and control. ### Evidence file - Activity description and revenue model - Citizenship and beneficial-ownership chart - Applicable negative-list or statutory entry - Capitalization analysis - Board, officer and veto-right analysis - Regulator confirmation when appropriate ### Sources and review - [Republic Act No. 7042 as amended by Republic Act No. 11647](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html) - [NEDA foreign-investment resources](https://neda.gov.ph/foreign-investment-negative-list/) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026. Always check whether a newer negative list or sector rule has taken effect.* ------------------------------------------------------------------------------ ## 30. General Information Sheet Filing Guide Philippines URL: https://corporatecode.ph/sec-compliance/general-information-sheet/ Type: page Section: SEC Compliance for Philippine Corporations Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 251 Summary: Prepare, approve, file and verify a Philippine corporation’s GIS. **The General Information Sheet is an annual SEC disclosure of current corporate, ownership, officer and beneficial-ownership information.** The responsible team must use the current form, follow the applicable filing schedule and preserve proof of acceptance. ### Information to prepare - SEC registration and principal-office details - Fiscal year and annual-meeting information - Directors, trustees and officers - Authorized, subscribed and paid-up capital - Stockholder and ownership information - Beneficial owners and reportable control - Affiliations and other fields required by the current form ### Preparation workflow 1. Download or generate the current official form. 2. Reconcile data with the stock and transfer book, minutes and prior GIS. 3. Investigate changes in ownership, officers, address and beneficial control. 4. Obtain review and signature from the authorized person. 5. File through the current [SEC eFAST route](https://efast.sec.gov.ph/user/login) or other officially prescribed channel. 6. Save the submitted file, receipt and acceptance or validation message. 7. Correct rejected or inaccurate filings promptly. ### Deadline warning The filing period depends on the corporation’s annual meeting and current SEC rules or extensions. Do not reuse a date from a prior year without checking the current official announcement. ### Common errors - Data inconsistent with corporate books - Missing beneficial-ownership information - Using an outdated form - Incorrect meeting or fiscal-year data - No retained proof of acceptance ### Sources and review - [Republic Act No. 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) - [SEC eFAST portal](https://efast.sec.gov.ph/user/login) *Verified 22 September 2026. Confirm the current form, schedule and portal instructions before filing.* ------------------------------------------------------------------------------ ## 31. How to Register a Domestic Corporation in the Philippines URL: https://corporatecode.ph/business-formation/domestic-corporation/ Type: page Section: Business Formation in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 311 Summary: SEC registration pathway, documents, approvals and post-registration steps. **A domestic corporation is registered with the SEC by reserving or validating the name, completing the required company information, submitting incorporation documents, paying the assessed fees and obtaining the electronic Certificate of Incorporation.** Registration is only the first layer; BIR, LGU and sector-specific requirements follow. ### Before applying - Define the primary and secondary purposes. - Confirm incorporators, stockholders, citizenship and subscription amounts. - Check foreign-equity and capitalization restrictions. - Select directors and required officers. - Choose a Philippine principal-office address. - Prepare Articles, bylaws when used, and supporting declarations. ### Controlling authority The [Revised Corporation Code](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) governs formation and corporate powers. The SEC controls the current filing route, documentary formats and assessment through its official registration systems. ### Registration procedure 1. Create the application through the current [SEC registration portal](https://esparc.sec.gov.ph/application). 2. Validate the proposed name and complete company, capital and beneficial-ownership data. 3. Generate or upload the required incorporation documents. 4. Review names, citizenship, subscriptions, addresses and purposes before signing. 5. Pay the official assessment through an authorized channel. 6. Submit any original or notarized documents required by the current process. 7. Download and preserve the Certificate of Incorporation and accepted documents. ### After SEC registration - Hold the organizational meeting and document initial approvals. - Elect or appoint officers and define signing authority. - Register books and complete BIR requirements. - Obtain mayor’s permit, barangay clearance and sector licenses as applicable. - Open corporate bank accounts and establish accounting controls. - Create the GIS, AFS and governance calendar. ### Common failure points Applications are delayed when the purpose is unclear, ownership violates a restriction, capitalization is inconsistent, names differ across documents, addresses are incomplete or signatories lack authority. ### Sources and review - [Republic Act No. 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) - [SEC registration portal](https://esparc.sec.gov.ph/application) *Verified 22 September 2026. Check the portal for current forms, fees and submission instructions.* ------------------------------------------------------------------------------ ## 32. Legal Disclaimer URL: https://corporatecode.ph/disclaimer/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 118 Summary: Important boundaries for CorporateCode information, tools and templates. **CorporateCode.ph provides general legal information and decision support about Philippine corporate law.** It does not create an attorney-client relationship and is not a substitute for advice based on complete facts. ### No guarantee Government agencies, courts and counterparties may interpret facts or requirements differently. We do not guarantee registration, approval, filing acceptance, outcome or continued accuracy after a page’s verification date. ### Tools and templates Automated checkers, calendars, document builders and templates rely on stated assumptions and may not capture exceptions. Verify current law, forms, portals, fees and deadlines before acting. ### Professional review Seek qualified advice where the matter involves significant capital, foreign ownership, regulated activity, disputes, sanctions, deadlines or facts that materially affect rights and obligations. ------------------------------------------------------------------------------ ## 33. Minimum Capital for a Foreign-Owned Philippine Company URL: https://corporatecode.ph/foreign-investment/minimum-capital/ Type: page Section: Foreign Ownership and Capital in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 263 Summary: When a foreign-owned company needs a statutory minimum paid-in capital. **There is no single minimum capital that applies to every foreign-owned Philippine company.** The answer depends on the activity, foreign-equity percentage, whether the enterprise serves the domestic market, the entity type and any sector-specific law. ### Core rule The [Revised Corporation Code](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) does not impose a universal minimum capital stock unless a special law requires one. The [Foreign Investments Act as amended by Republic Act No. 11647](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html) contains capitalization rules for certain foreign-owned domestic market enterprises and reduced thresholds when statutory conditions are met. ### Questions to answer - Is the company a domestic market enterprise or export enterprise? - What percentage is foreign owned? - Does the activity fall under a sector-specific capital rule? - Does the enterprise qualify for a statutory reduced threshold? - Is the proposed amount authorized capital, subscribed capital, paid-in capital or branch assigned capital? - What proof of inward remittance or contribution is required? ### Common mistake Do not treat the often-quoted US$200,000 or US$100,000 figures as universal. They arise from the Foreign Investments Act framework and may be displaced by export status, a special law, a negative-list restriction or another regulator’s rule. ### Capital verification worksheet 1. Classify the activity and market. 2. Identify the controlling statute. 3. Determine the permitted foreign equity. 4. Identify the applicable capital concept and currency basis. 5. Document qualification for any lower threshold. 6. Confirm the SEC and sector-regulator evidence required. ### Sources and review - [Republic Act No. 11647](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html) - [Republic Act No. 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026. Obtain activity-specific confirmation before funding or filing.* ------------------------------------------------------------------------------ ## 34. One Person Corporation Guide Philippines URL: https://corporatecode.ph/business-formation/one-person-corporation/ Type: page Section: Business Formation in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 271 Summary: When an OPC fits, who may form one and what documents and safeguards apply. **An One Person Corporation is a stock corporation with a single stockholder.** It can provide corporate separation and continuity without requiring multiple shareholders, but it has specific nominee, officer, record and disclosure requirements. ### Who may form an OPC? Under the [Revised Corporation Code](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html), a natural person, trust or estate may form an OPC, subject to statutory exclusions and rules for licensed professionals and regulated entities. The exact applicant and activity must be checked before filing. ### When an OPC may fit - One owner wants a separate corporate entity. - The business needs continuity beyond the owner’s incapacity or death. - Corporate contracts, bank accounts and investment are preferable to sole proprietorship. - The owner accepts formal recordkeeping and SEC compliance. ### Required structure - Single stockholder - Nominee and alternate nominee - Treasurer and corporate secretary arrangements permitted by law - Articles containing OPC-specific information - Written records replacing actions that would otherwise occur in meetings ### Procedure 1. Confirm the proposed single stockholder is eligible. 2. Screen the activity for ownership, licensing and capital rules. 3. Select and obtain consent from the nominee and alternate nominee. 4. Prepare OPC Articles and officer information. 5. Apply through the current [SEC registration system](https://esparc.sec.gov.ph/application). 6. Preserve written resolutions, contracts and statutory records after incorporation. ### Liability warning Corporate personality does not protect fraud, unlawful commingling or misuse of the corporation. The single stockholder should keep company assets, contracts, accounts and records distinct from personal affairs. ### Sources and review - [Republic Act No. 11232, provisions on One Person Corporations](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) - [SEC registration portal](https://esparc.sec.gov.ph/application) *Verified 22 September 2026.* ------------------------------------------------------------------------------ ## 35. Philippine Corporate Law Resources URL: https://corporatecode.ph/resources/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 114 Summary: Official laws, SEC issuances, court decisions, forms and corporate-law reference material. **Use primary authority whenever a legal conclusion, filing or deadline matters.** CorporateCode prioritizes official statutes, Supreme Court decisions, SEC rules, official forms and current government portals. ### Primary authority - [Republic Act No. 11232 — Revised Corporation Code](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [Securities and Exchange Commission](https://www.sec.gov.ph/) - [Supreme Court E-Library](https://elibrary.judiciary.gov.ph/) - [Lawphil](https://lawphil.net/) - [Bureau of Internal Revenue](https://www.bir.gov.ph/) ### Research method 1. Identify the exact proposition being relied upon. 2. Locate the controlling statute, case, rule, issuance or form. 3. Check amendments, effectivity and current status. 4. Record the pinpoint provision and official URL. 5. Verify the filing route and deadline before publication or action. Secondary commentary is used for context, not as a substitute for controlling authority. ------------------------------------------------------------------------------ ## 36. Pre-emptive Rights Philippines URL: https://corporatecode.ph/shares-and-shareholders/preemptive-rights/ Type: page Section: Shares and Shareholders in Philippine Corporations Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 188 Summary: When existing shareholders may subscribe to new shares and when exceptions apply. **Pre-emptive rights can allow existing stockholders to subscribe to new shares in proportion to their holdings, unless the right is denied or limited by the Articles or a statutory exception applies.** ### Decision questions - Is the proposed issuance within the authorized capital or part of an increase? - Does the shareholder’s class carry the right? - Do the Articles deny or limit pre-emptive rights? - Does a Revised Corporation Code exception apply? - Were the board and shareholder approvals valid? - Was the offer made on equal and documented terms? ### Procedure 1. Review the Articles, capitalization and share classes. 2. Identify the issuance purpose and number of shares. 3. Determine the eligible shareholders and proportions. 4. Prepare the offer, price, period and payment instructions. 5. Record acceptances, waivers and unsubscribed balances. 6. Approve and issue shares lawfully. 7. Update certificates, stock and transfer book and filings. ### Dispute evidence Keep the capitalization table, board materials, valuation or pricing basis, notices, waivers, subscriptions and updated ownership records. ### Sources and review - [Republic Act No. 11232, pre-emptive rights provision](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026.* ------------------------------------------------------------------------------ ## 37. SEC Compliance Calendar Builder URL: https://corporatecode.ph/tools/sec-compliance-calendar/ Type: page Section: Corporate Law Tools and Checklists Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 139 Summary: Build a controlled working calendar for recurring SEC obligations. **Create one row for every recurring or event-driven obligation.** ### Company profile inputs - Entity type and SEC registration number - Registration and incorporation date - Fiscal year end - Annual meeting date - Capital and ownership profile - Regulated activities and secondary licenses ### Calendar template | Obligation | Trigger | Owner | Approval | Evidence | | --- | --- | --- | --- | --- | | Annual meeting | Bylaws and law | Corporate secretary | Board/shareholders as applicable | Notice and minutes | | GIS | Annual meeting or current SEC rule | Corporate secretary | Authorized signatory | Accepted filing | | AFS | Fiscal year and current filing rule | Finance team | Board/signatories as applicable | Accepted filing | Do not copy a prior-year deadline without checking the current official announcement. ------------------------------------------------------------------------------ ## 38. SEC Compliance for Philippine Corporations URL: https://corporatecode.ph/sec-compliance/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 169 Summary: Track recurring SEC filings, books, meetings, amendments and good standing. **SEC compliance is a continuing corporate obligation, not a one-time registration step.** The company should maintain a calendar tied to its entity type, fiscal year, registration date and reportable changes. ### Recurring compliance areas - [General Information Sheet](https://corporatecode.ph/sec-compliance/general-information-sheet/) - Audited Financial Statements and required attachments - Annual and special meetings - Corporate books, minutes and ownership records - Beneficial-ownership information - Amendments, changes of address, officers and capital - Delinquency, revocation and reinstatement ### Compliance control cycle 1. Confirm the company profile and applicable obligations. 2. Assign an accountable officer and preparer. 3. Collect financial, ownership and governance records. 4. Obtain the necessary board or shareholder approvals. 5. File through the current official route. 6. Save proof of filing and verify acceptance. 7. Record the next deadline and any follow-up requirement. ### Evidence to retain Keep accepted filings, receipts, acknowledgments, signed resolutions, notices, minutes, registers and the working papers supporting each disclosure. **Next step:** Build one master calendar, then verify every deadline against the current SEC rule or announcement. ------------------------------------------------------------------------------ ## 39. Shareholder Meeting Rules Philippines URL: https://corporatecode.ph/corporate-governance/shareholder-meeting/ Type: page Section: Corporate Governance in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 190 Summary: Notice, quorum, voting, proxies, remote participation and minutes. **A valid shareholder meeting requires a lawful meeting date and place or permitted remote method, proper notice, the required quorum and the correct vote.** The Code, Articles, bylaws and transaction-specific rule must be read together. ### Meeting workflow 1. Confirm whether the meeting is regular or special. 2. Identify the authorized caller and proposed record date. 3. Prepare the agenda and supporting materials. 4. Give notice using the required period and method. 5. Verify stockholder records, proxies and remote participants. 6. Confirm quorum and applicable voting thresholds. 7. Record motions, votes, objections and results. 8. Preserve minutes and implement approved actions. ### Outcome-changing facts - Voting and nonvoting share classes - Record ownership and voting agreements - Proxy validity - Cumulative voting for directors - Higher thresholds in law or Articles - Conflict, appraisal or class-vote rights ### Documents Notice, agenda, proof of delivery, stockholder list, proxies, remote-participation evidence, ballots or vote record, minutes and resulting resolutions. ### Sources and review - [Republic Act No. 11232, stockholders’ meetings and voting](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [SEC official rules and issuances](https://www.sec.gov.ph/) *Verified 22 September 2026. Check the bylaws and specific transaction rule before issuing notice.* ------------------------------------------------------------------------------ ## 40. Shareholder Rights Philippines Guide URL: https://corporatecode.ph/shares-and-shareholders/shareholder-rights/ Type: page Section: Shares and Shareholders in Philippine Corporations Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 176 Summary: Voting, information, dividends, transfers, appraisal and enforcement. **Shareholder rights depend on the Revised Corporation Code, the class of shares, the Articles, bylaws and valid agreements.** Ownership percentage alone does not answer every voting, economic or information-right question. ### Core rights - Receive notice and participate in shareholder meetings - Vote where the share class and law grant voting rights - Use cumulative voting in director elections where applicable - Inspect corporate records under legal conditions - Receive declared dividends according to share rights - Transfer shares subject to lawful restrictions - Exercise pre-emptive rights when available - Invoke appraisal rights for qualifying fundamental actions - Pursue direct, derivative or other remedies when legally available ### Rights analysis 1. Confirm record ownership and share class. 2. Read the Articles and bylaws. 3. Review shareholders’ agreements and restrictions. 4. Identify the corporate action and governing Code provision. 5. Check notice, voting, demand and limitation periods. 6. Preserve communications, records and proof of objection. ### Sources and review - [Republic Act No. 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [Supreme Court E-Library](https://elibrary.judiciary.gov.ph/) *Verified 22 September 2026. Remedies and deadlines are fact-specific.* ------------------------------------------------------------------------------ ## 41. Shares and Shareholders in Philippine Corporations URL: https://corporatecode.ph/shares-and-shareholders/ Type: page Section: Pages Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 174 Summary: Navigate subscriptions, transfers, voting, dividends, dilution and shareholder rights. **Share ownership is governed by the Articles, bylaws, subscription and transfer documents, stock and transfer book, certificates and applicable law.** A private agreement alone may not complete a transfer or bind the corporation. ### Ownership decisions - Are the shares authorized, subscribed, issued and fully paid? - Does a transfer require compliance with restrictions, taxes or documentary steps? - Do pre-emptive rights apply? - What voting rights and thresholds attach to the shares? - May dividends lawfully be declared? - What remedies are available for denial of inspection, dilution or oppressive conduct? [**Open the complete Transfer of Shares guide.**](https://corporatecode.ph/shares-and-shareholders/transfer-of-shares/) ### Share-transfer pathway 1. Review the Articles, bylaws, shareholders’ agreements and restrictions. 2. Confirm title, certificate status and payment. 3. Prepare the transfer instrument and tax documentation. 4. Obtain any required corporate approval. 5. Cancel and issue certificates where applicable. 6. Record the transfer in the stock and transfer book. 7. Update beneficial-ownership and regulatory filings when required. **Next step:** Treat the stock and transfer book as a controlling corporate record, not an administrative afterthought. ------------------------------------------------------------------------------ ## 42. Source and Citation Policy URL: https://corporatecode.ph/source-and-citation-policy/ Type: page Section: Pages Language: en-PH Published: 2026-11-08 | Updated: 2026-11-08 Words: 413 Summary: How CorporateCode.ph selects official sources, cites Philippine corporate laws, SEC issuances and cases, and separates commentary from authority. CorporateCode.ph aims to make every material legal statement traceable to an authoritative source. This policy explains which sources we prefer, how we cite them and how we distinguish law from editorial explanation. ### Source hierarchy Primary sources are preferred whenever available. These include the Constitution, the Revised Corporation Code of the Philippines (Republic Act No. 11232), the foreign-investment, anti-dummy and securities laws and other directly applicable statutes, implementing rules, official administrative issuances and published decisions of Philippine courts. Official materials from the Securities and Exchange Commission, the Bureau of Internal Revenue, local government units, the Supreme Court, the Official Gazette and other competent government bodies may be used to explain filing procedures, regulations and current administrative guidance. SEC rules and memorandum circulars are cited as issuances. SEC opinions address specific facts and are cited as persuasive guidance, not as binding law. ### Secondary sources Commentaries, textbooks, legal articles and reputable professional materials may help explain context, but they do not replace controlling law. Where a secondary source conflicts with an official source, the official source takes priority. Private law-firm and corporate-services articles are not cited as authority. ### Citation practice Articles should identify the relevant legal provision, issuance or decision as precisely as practical. Citations may include the law or case title, section number, memorandum circular number, docket number, date and a link to an official or reliable copy. ### Jurisprudence Case discussions should accurately state the facts relevant to the ruling, the legal issue, the court’s holding and the doctrine applied. A decision should not be presented as creating a universal rule when its application depends on specific facts or later cases. ### Editorial explanation Plain-language explanations, examples, summaries, practical observations and the results of CorporateCode.ph [tools and checklists](https://corporatecode.ph/tools/) are editorial or educational content. They are intended to help readers understand and locate the relevant source material and should not be confused with the exact text of a law, regulation, administrative issuance or judgment. Tool outputs and checklists should lead users to the underlying CorporateCode.ph guide and the controlling official source rather than being cited as controlling authority. ### Unavailable or changing sources Where an official source is unavailable, incomplete or temporarily inaccessible, the article may use a reliable alternative and identify any limitation. The Foreign Investment Negative List, SEC fees, filing schedules, forms and online portals change often: a guide that relies on one identifies the version or issuance and its date, and time-sensitive procedures and requirements should be reviewed periodically. ------------------------------------------------------------------------------ ## 43. Transfer of Shares in a Philippine Corporation URL: https://corporatecode.ph/shares-and-shareholders/transfer-of-shares/ Type: page Section: Shares and Shareholders in Philippine Corporations Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 268 Summary: Documents, approvals, taxes, certificates and stock-and-transfer-book recording. **A share transfer is not completed for corporate purposes merely because the buyer and seller signed an agreement.** The parties must satisfy lawful restrictions, document the transfer, address taxes and certificates, and record the transfer in the corporation’s stock and transfer book. ### Pre-transfer review - Confirm the seller’s title and certificate status. - Review the Articles, bylaws and shareholders’ agreements. - Check rights of first refusal, consent rights and pre-emptive issues. - Screen foreign-ownership limits after the transfer. - Check liens, unpaid subscriptions and adverse claims. - Identify taxes and documentary requirements. ### Transfer procedure 1. Agree on shares, price, conditions and closing documents. 2. Execute the deed or instrument of transfer. 3. Complete tax filings and obtain required proof or clearance. 4. Endorse and surrender the certificate when applicable. 5. Obtain corporate action required by valid restrictions or procedure. 6. Cancel the old certificate and issue the new certificate as appropriate. 7. Record the transferee and transaction in the stock and transfer book. 8. Update beneficial-ownership and regulatory filings when required. ### Corporate evidence Keep the signed transfer instrument, certificates, board or officer action, tax evidence, updated ledger entry and any revised beneficial-ownership record. ### Disputes Disputes may concern title, refusal to register, forged endorsements, unpaid shares, restrictions, beneficial ownership or corporate records. Preserve the original documents and identify the correct forum before seeking relief. ### Sources and review - [Republic Act No. 11232, provisions on stock certificates and transfers](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [Foreign Investments Act as amended](https://lawphil.net/statutes/repacts/ra2022/ra_11647_2022.html) - [SEC official website](https://www.sec.gov.ph/) *Verified 22 September 2026. Tax requirements and documentary practice should be checked for the specific transaction.* ------------------------------------------------------------------------------ ## 44. Trust & Policies URL: https://corporatecode.ph/policies/ Type: page Section: Pages Language: en-PH Published: 2026-11-10 | Updated: 2026-11-10 Words: 111 Summary: This is the central directory of this website's editorial standards, contact routes, corrections and legal/privacy notices. Each document has a separate purpose; publication of a policy does not guarantee any guide is current for… This is the central directory of this website's editorial standards, contact routes, corrections and legal/privacy notices. Each document has a separate purpose; publication of a policy does not guarantee any guide is current for your situation. ### [About & Publisher](https://corporatecode.ph/about/) Who runs the site and its corporate-law focus ### [Contact](https://corporatecode.ph/contact/) Editorial, correction and privacy inquiries ### [Editorial Policy](https://corporatecode.ph/editorial-policy/) Research and publishing standards ### [Source and Citation Policy](https://corporatecode.ph/source-and-citation-policy/) Source hierarchy and citation practice ### [Content Review Policy](https://corporatecode.ph/content-review-policy/) Checks for corporate-law guides and tools ### [Corrections & Updates](https://corporatecode.ph/corrections/) Material correction and update process ### [Legal Disclaimer](https://corporatecode.ph/disclaimer/) Information and tool limitations ### Privacy Policy — verification in progress Personal information and website data use ------------------------------------------------------------------------------ ## 45. Types of Business Entities in the Philippines URL: https://corporatecode.ph/business-formation/types-of-business-entities-philippines/ Type: page Section: Business Formation in the Philippines Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 380 Summary: Compare sole proprietorships, partnerships, OPCs and corporations using liability, ownership, control and compliance. **Philippine founders generally choose among a sole proprietorship, partnership, One Person Corporation, ordinary stock corporation or nonstock corporation.** The right choice depends on liability, number and citizenship of owners, control, continuity, capital, fundraising and regulation. ### Decision summary | Structure | Separate juridical personality | Typical fit | Main caution | | --- | --- | --- | --- | | Sole proprietorship | No | One owner and simple control | Owner and business are not legally separated for liability | | Partnership | Yes | Two or more contributors | Partner authority and liability require careful agreement | | One Person Corporation | Yes | One stockholder seeking corporate separation | Nominee, alternate nominee and record duties apply | | Stock corporation | Yes | Multiple owners, investment and transferable shares | Board, shareholder and recurring SEC compliance | | Nonstock corporation | Yes | Nonprofit or membership purpose | Income cannot be distributed as dividends | ### Controlling authority The [Revised Corporation Code, Republic Act No. 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html), governs corporations, including One Person Corporations. Partnership rules are primarily in the Civil Code. Sole proprietorship registration is handled through the DTI, but the owner remains the person operating the business. ### Facts that change the answer - Number and citizenship of owners - Exact revenue-producing activity - Foreign-equity restrictions and capitalization - Need to admit investors or transfer ownership - Exposure to debts, regulated activity and contractual risk - Succession and continuity requirements ### Documents and approvals A corporation normally requires Articles of Incorporation, bylaws when applicable, treasurer information, registered-office details and initial governance records. An OPC uses a single-stockholder structure and names a nominee and alternate nominee. Partnerships require a partnership agreement and SEC registration when applicable. ### Procedure 1. Describe the activity and ownership precisely. 2. Screen foreign ownership and licensing. 3. Compare liability, control, funding and continuity. 4. Choose the structure and prepare governing documents. 5. Register with the responsible agency. 6. Complete BIR, LGU and sector-specific registrations. 7. Open statutory books and a compliance calendar. ### Sources and review - [Republic Act No. 11232](https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html) - [Securities and Exchange Commission](https://www.sec.gov.ph/) - [SEC Electronic Simplified Processing of Application for Registration of Company](https://esparc.sec.gov.ph/application) *Verified 22 September 2026. Portal instructions, forms and fees should be rechecked immediately before filing.* ------------------------------------------------------------------------------ ## 46. Build a Corporate Compliance Evidence Folder URL: https://corporatecode.ph/2026/09/22/corporate-compliance-evidence-folder/ Type: post Section: Uncategorized Topics: Uncategorized Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 91 Summary: A practical record structure for SEC filings, governance actions and verification. **Filing is not complete until the company can prove what was submitted, when, by whom and whether it was accepted.** ### Suggested folders - Entity and registration documents - Articles, bylaws and amendments - Board and shareholder notices, minutes and resolutions - GIS, AFS and proof of acceptance - Stock and transfer records - Beneficial-ownership records - Licenses, tax and LGU registrations - Official correspondence and correction history For each record, preserve the signed source, filing receipt, acceptance evidence, responsible person and next review date. Continue with the [SEC Compliance hub](https://corporatecode.ph/sec-compliance/). ------------------------------------------------------------------------------ ## 47. Corporate Approval Records Checklist URL: https://corporatecode.ph/2026/09/22/corporate-approval-records-checklist/ Type: post Section: Uncategorized Topics: Uncategorized Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 80 Summary: Organize the evidence supporting a board, shareholder or officer decision. **A corporate action should be traceable from proposal to approval and implementation.** ### Core record set - Background memorandum and supporting documents - Meeting notice, agenda and proof of delivery - Attendance, quorum and conflict disclosures - Minutes recording deliberation and vote - Board or shareholder resolution - Secretary’s certificate when required for a third party - Signed agreement, filing receipt or evidence of implementation Use the [Corporate Governance hub](https://corporatecode.ph/corporate-governance/) to determine who must approve and what voting threshold applies. ------------------------------------------------------------------------------ ## 48. Five Decisions to Make Before Registering a Philippine Company URL: https://corporatecode.ph/2026/09/22/five-decisions-before-registering-company/ Type: post Section: Business Formation Topics: Business Formation Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 128 Summary: Settle ownership, activity, entity, capital and control before starting the SEC application. **Registration goes faster when the founders settle the business decisions before opening the SEC application.** ### 1. Define the exact activity Describe what the company will sell, who its customers are and whether a regulator or secondary license is involved. ### 2. Identify every owner Record citizenship, contribution, beneficial ownership and the percentage each person will hold. ### 3. Choose the entity Compare a sole proprietorship, partnership, One Person Corporation and ordinary corporation using liability, continuity and funding needs. ### 4. Confirm the capital Separate authorized, subscribed and paid-in capital and check whether foreign ownership or a special law changes the requirement. ### 5. Allocate control Decide who will sit on the board, serve as officers, sign contracts and approve reserved matters. Continue with the [Business Formation hub](https://corporatecode.ph/business-formation/). ------------------------------------------------------------------------------ ## 49. Foreign Ownership Screening Red Flags URL: https://corporatecode.ph/2026/09/22/foreign-ownership-screening-red-flags/ Type: post Section: Foreign Investment Topics: Foreign Investment Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 109 Summary: Warning signs that a proposed ownership structure needs deeper legal verification. **Foreign-investment screening must examine the real activity, funding and control—not only the names in the Articles.** ### Red flags - The proposed activity is described too broadly to classify. - A Filipino shareholder did not provide or control the stated investment. - Side agreements give a foreign investor undisclosed voting or management control. - The capital figure was copied from another company without checking the governing law. - The GIS, stock records and beneficial-ownership chart do not match. - The company plans multiple activities with different ownership limits. Pause the registration until the activity, ownership ceiling, capital rule and beneficial control are documented. Continue with the [Foreign Investment hub](https://corporatecode.ph/foreign-investment/). ------------------------------------------------------------------------------ ## 50. How to Build Your First SEC Compliance Calendar URL: https://corporatecode.ph/2026/09/22/build-first-sec-compliance-calendar/ Type: post Section: SEC Compliance Topics: SEC Compliance Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 110 Summary: Turn corporate facts into assigned, verifiable annual filing work. **A useful compliance calendar connects every obligation to its trigger, owner, approval and proof of acceptance.** ### Start with the company profile - SEC registration number and incorporation date - Entity type and fiscal year - Annual meeting date - Capital and ownership structure - Regulated activities and secondary licenses ### Create one row per obligation Record the official authority, preparation date, approving person or body, filing deadline, responsible owner, filing route and retained evidence. ### Do not copy last year blindly SEC schedules, forms and portals can change. Verify the current GIS, AFS and other filing instructions before relying on a recurring date. Continue with the [SEC Compliance hub](https://corporatecode.ph/sec-compliance/). ------------------------------------------------------------------------------ ## 51. How to Use CorporateCode.ph URL: https://corporatecode.ph/2026/09/22/how-to-use-corporatecode-ph/ Type: post Section: Uncategorized Topics: Uncategorized Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 90 Summary: Start with the company decision, then verify the rule, approval, documents, filing and next step. **CorporateCode.ph is organized around decisions rather than isolated legal definitions.** Begin with the company lifecycle stage—Start, Own, Govern, Comply, Transact, Resolve or Close—then move to the relevant hub. ### Use each guide in five passes 1. Read the direct answer and scope. 2. Identify the controlling authority and applicable date. 3. Check the required board, shareholder, officer or external approval. 4. List the documents, filing route and evidence of completion. 5. Record the next action and any fact needing professional review. Start with [Business Formation](https://corporatecode.ph/business-formation/), [Corporate Governance](https://corporatecode.ph/corporate-governance/) or [SEC Compliance](https://corporatecode.ph/sec-compliance/). ------------------------------------------------------------------------------ ## 52. Share Transfer Records Checklist URL: https://corporatecode.ph/2026/09/22/share-transfer-records-checklist/ Type: post Section: Shares and Shareholders Topics: Shares and Shareholders Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 101 Summary: Documents to collect before recording a Philippine corporation’s share transfer. **A signed sale agreement alone does not complete a share transfer for corporate purposes.** ### Before closing - Articles, bylaws and shareholders’ agreement - Seller’s title and certificate status - Valid transfer restrictions and consent rights - Foreign-ownership result after transfer - Tax and documentary requirements ### At closing - Signed transfer instrument - Endorsed and surrendered certificate where applicable - Payment and tax evidence - Required corporate approval ### After closing - Cancellation and issuance of certificates - Stock and transfer book entry - Updated beneficial-ownership records - Required SEC or regulatory updates Continue with the [Transfer of Shares guide](https://corporatecode.ph/shares-and-shareholders/transfer-of-shares/). ------------------------------------------------------------------------------ ## 53. What Belongs in a Board Decision File? URL: https://corporatecode.ph/2026/09/22/board-decision-file-checklist/ Type: post Section: Corporate Governance Topics: Corporate Governance Language: en-PH Published: 2026-09-22 | Updated: 2026-09-22 Words: 96 Summary: The core records that should support and prove an important board decision. **A board resolution should be supported by a complete decision record.** ### Before the meeting - Notice and agenda - Background memorandum - Draft agreement or transaction documents - Financial, legal and operational analysis - Conflict-of-interest disclosures ### During the meeting - Attendance and quorum record - Questions, material discussion and advice considered - Conflicts, abstentions and recusals - Motions and voting results ### After approval - Final minutes and resolution - Secretary’s certificate when needed - Signed contract, filing or implementation evidence - Follow-up report on conditions and deadlines Continue with the [Corporate Governance hub](https://corporatecode.ph/corporate-governance/). ------------------------------------------------------------------------------ ============================================================================== END OF CORPUS