Professional Documents
Culture Documents
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
stockholders,
they
cannot
affect
or
prejudice
third
persons
who
stockholders
or
members
during
office
hours.
A
copy
thereof,
duly
deal
with
the
corporation,
unless
they
have
knowledge
of
the
certified
to
by
a
majority
of
the
directors
or
trustees
countersigned
by
same.”
PMI
Colleges
v.
NLRC,
277
SCRA
462
(1997).
the
secretary
of
the
corporation,
shall
be
filed
with
the
Securities
and
Exchange
Commission
which
shall
be
attached
to
the
original
articles
C.
Principle
of
Waiver
of
Applicable
to
By-‐Laws
of
incorporation.
• A
by-‐law
may
be
waived
by
a
stockholder
or
member
when
it
is
he
whose
individual
rights
are
advanced
or
protected
by
its
Notwithstanding
the
provisions
of
the
preceding
paragraph,
by-‐laws
provisions.
If
a
corporation
acts
or
contracts
in
disregard
of
a
by-‐ may
be
adopted
and
filed
prior
to
incorporation;
in
such
case,
such
by-‐
law
with
the
consent
or
acquiescence
of
the
stockholders
or
laws
shall
be
approved
and
signed
by
all
the
incorporators
and
members,
there
is
a
waiver
of
the
by-‐laws,
at
least
pro
hac
vice,
submitted
to
the
Securities
and
Exchange
Commission,
together
with
whether
it
is
afterwards
sought
to
set
up
the
by-‐laws
against
the
articles
of
incorporation.
strangers
or
as
against
its
stockholder
or
members.1
In
all
cases,
by-‐laws
shall
be
effective
only
upon
the
issuance
by
the
II.
Adoption
Procedure
(Section
46)
Securities
and
Exchange
Commission
of
a
certification
that
the
by-‐laws
are
not
inconsistent
with
this
Code.
Section
46.
Adoption
of
by-‐laws.
Every
corporation
formed
under
this
Code
must,
within
one
(1)
month
The
Securities
and
Exchange
Commission
shall
not
accept
for
filing
the
after
receipt
of
official
notice
of
the
issuance
of
its
certificate
of
by-‐laws
or
any
amendment
thereto
of
any
bank,
banking
institution,
incorporation
by
the
Securities
and
Exchange
Commission,
adopt
a
building
and
loan
association,
trust
company,
insurance
company,
code
of
by-‐laws
for
its
government
not
inconsistent
with
this
Code.
For
public
utility,
educational
institution
or
other
special
corporations
the
adoption
of
by-‐laws
by
the
corporation
the
affirmative
vote
of
the
governed
by
special
laws,
unless
accompanied
by
a
certificate
of
the
stockholders
representing
at
least
a
majority
of
the
outstanding
capital
appropriate
government
agency
to
the
effect
that
such
by-‐laws
or
stock,
or
of
at
least
a
majority
of
the
members
in
case
of
non-‐stock
amendments
are
in
accordance
with
law.
(20a)
corporations,
shall
be
necessary.
The
by-‐laws
shall
be
signed
by
the
stockholders
or
members
voting
for
them
and
shall
be
kept
in
the
• There
can
be
no
automatic
dissolution
simply
because
the
principal
office
of
the
corporation,
subject
to
the
inspection
of
the
incorporators
failed
to
file
the
required
by-‐laws
under
Section
46
of
Corporation
Code.
There
is
no
outright
“demise”
of
1
“SEC
Opinion
No.
22,
series
of
2003,
addressed
to
Flores
Ladia
Bacalla
Law
corporate
existence.
Proper
notice
and
hearing
are
cardinal
Firm”
as
cited
in
“Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
components
of
due
process
in
any
democratic
institution,
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.”
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
as
in
the
certificate
of
stock;
otherwise,
the
restriction
shall
not
be
(b)
Providing
for
a
higher
quorum
requirement
for
a
valid
binding
on
any
purchaser
thereof
in
good
faith.8
board
meeting;1
D.
Matters
That
Cannot
Be
Provided
for
in
By-‐Laws
(c)
Limiting,
broadening
or
denial
of
the
right
to
vote,
including
2
voting
by
proxy,
for
members
in
non-‐stock
corporations;
On
the
other
hand,
under
the
provisions
of
the
Corporation
Code,
the
following
matters
must
be
provided
for
in
the
articles
of
incorporation,
(d)
Transferability
of
membership
in
a
non-‐stock
corporations;3
and
consequently
cannot
be
governed
by
the
corporation's
by-‐laws:
(e)
Termination
of
membership
in
non-‐stock
corporations;4
(a)
Classification
of
shares
of
stock
and
preferences
granted
to
preferred
shares;9
(f)
Manner
of
election
and
term
of
office
of
trustees
and
5
officers
in
non-‐stock
corporations;
(b)
Provisions
on
founder's
shares;10
(g)
Manner
of
distribution
of
assets
in
non-‐stock
corporations
(c)
Providing
for
redeemable
shares;11
upon
dissolution;6
and
(d)
Provisions
on
the
purposes
of
the
corporation;12
(h)
Providing
for
staggered
board
in
educational
institutions;7
(e)
Providing
for
the
corporate
term
of
existence;13
In
a
close
corporation,
restrictions
on
the
right
to
transfer
shares
must
appear
both
in
the
articles
of
incorporation
and
in
the
by-‐laws,
as
well
(f)
Capitalization
of
stock
corporations;14
(g)
Corporate
name;1
and
1 8
Section
25.
ibid.
Section
98.
ibid.
2 9
Section
89.
ibid.
Section
6,
Corporation
Code.
3 10
Section
90.
ibid.
Section
7,
ibid.
4 11
Section
91.
ibid.
Section
8,
ibid.
5 12
Section
92.
ibid.
Sections
14,
15,
36(11)
and
45,
ibid.
6 13
Section
94.
ibid.
Sections
11,
14
and
37,
ibid.
7 14
Section
108.
ibid.
Sections
13
and
14,
ibid..
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
the
same
to
be
attached
to
the
original
articles
of
incorporation
and
(h)
Denial
of
pre-‐emptive
rights;2
original
by-‐laws.
IV.
Amendments
and
Revisions
of
By-‐Laws
(Section
48)
The
amended
or
new
by-‐laws
shall
only
be
effective
upon
the
issuance
by
the
Securities
and
Exchange
Commission
of
a
certification
that
the
Section
48.
Amendments
to
by-‐laws.
same
are
not
inconsistent
with
this
Code.
(22a
and
23a)
The
board
of
directors
or
trustees,
by
a
majority
vote
thereof,
and
the
owners
of
at
least
a
majority
of
the
outstanding
capital
stock,
or
at
SUMMATION
least
a
majority
of
the
members
of
a
non-‐stock
corporation,
at
a
à
Although
the
law
provides
a
1-‐month
lee-‐way
where
a
corporation
regular
or
special
meeting
duly
called
for
the
purpose,
may
amend
or
can
submit
their
by-‐laws.
repeal
any
by-‐laws
or
adopt
new
by-‐laws.
The
owners
of
two-‐thirds
• However,
in
practice,
the
by-‐laws
are
submitted
with
the
(2/3)
of
the
outstanding
capital
stock
or
two-‐thirds
(2/3)
of
the
articles
of
incorporation.
This
practice
has
been
around
so
members
in
a
non-‐stock
corporation
may
delegate
to
the
board
of
much
that
the
SEC
may
sometimes
reject
your
application
if
the
directors
or
trustees
the
power
to
amend
or
repeal
any
by-‐laws
or
by-‐laws
are
not
attached.
adopt
new
by-‐laws:
Provided,
That
any
power
delegated
to
the
board
of
directors
or
trustees
to
amend
or
repeal
any
by-‐laws
or
adopt
new
à
Articles
+
By-‐Laws
=
Company’s
Constitutive
Documents
by-‐laws
shall
be
considered
as
revoked
whenever
stockholders
owning
• Hierarchy:
Law
à
Articles
of
Incorporation
à
By-‐Laws
or
representing
a
majority
of
the
outstanding
capital
stock
or
a
majority
of
the
members
in
non-‐stock
corporations,
shall
so
vote
at
a
regular
or
special
meeting.
Whenever
any
amendment
or
new
by-‐laws
are
adopted,
such
amendment
or
new
by-‐laws
shall
be
attached
to
the
original
by-‐laws
in
the
office
of
the
corporation,
and
a
copy
thereof,
duly
certified
under
oath
by
the
corporate
secretary
and
a
majority
of
the
directors
or
trustees,
shall
be
filed
with
the
Securities
and
Exchange
Commission
1
Sections
14
and
18,
ibid..
2
Section
39,
ibid..
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)