Announcement
28 February 2019
The Revised Corporation Code was signed into law by President Rodrigo Duterte on 21 February 2019. The Code amends and updates the 38-year old Corporation Code in an effort to reverse the decline in the Philippines’ ranking from 113 th to 124 th in the Ease of Doing Business Report of the World Bank.
The following are some of the notable changes made in the Revised Corporation Code:
- INCORPORATORS: Removal of the minimum number of incorporators.
- MINIMUM CAPITAL STOCK: Imposition of a Php 1,000,000.00 minimum capital stock on stock corporations. This effectively increases the minimum paid-up capital to Php62, 500.00.
- CORPORATE TERM: Removal of the fifty (50)-year corporate term. This means that unless there is a provision in the Articles of Incorporation with regard to the term of corporate existence, the corporation will exist perpetually unless sooner dissolved.
- ONE-PERSON CORPORATION: Allowance for a single person - whether natural or judicial – to organize and put up a corporation. However, this is subject to the requirement of a minimum capital stock of Php1,000,000.00 to be paid up in a lump sum at the time of incorporation.
- CORPORATE OFFICERS: Chief Executive Officer is made the alternative title to the President and Chief Financial Officer is made the alternative title to Treasurer. Also, the inclusion of Compliance Officer as a mandatory corporate officer on top of the President/CEO, Treasurer/CFO, and Corporate Secretary.
- BOARD MEETINGS: Allowance of remote communication methods in attending board meetings subject to provisions of the corporate by-laws.
- NATIONALITY OF A CORPORATION: Formalization of the test in determining the nationality of a corporation, i.e. the control test.
- REMOVAL OF A MEMBER OF THE BOARD OF DIRECTORS OR TRUSTEES: Empowering the SEC to remove disqualified members of the Board of Directors or Trustees.
- DIGITAL MEANS: The new code introduces provisions permit the electronic filing of reportorial requirements and attendance in meetings via remote communication or in absentia, among others – practices that were not recognized in the old law.
