Corporation Code (1980) Revised Corporation Code (2019)

Corporation Code (1980)Comparative MatrixRevised Corporation Code (2019)Section 7. Founders’ shares. – Founders’shares classified as such in the articles ofincorporation may be given certain rights andprivileges not enjoyed by the owners of otherstocks, provided that where the exclusiveright to vote and be voted for in the electionof directors is granted, it must be for a limitedperiod not to exceed five (5) years subject tothe approval of the Securities and ExchangeCommission. The five-year period shallcommence from the date of the aforesaidapproval by the Securities and ExchangeCommission. (n)SEC. 7. Founders’ Shares. – Founders’ shares maybe given certain rights and privileges not enjoyed bythe owners of other stocks. Where the exclusiveright to vote and be voted for in the election ofdirectors is granted, it must be for a limited periodnot to exceed five (5) years from the date ofincorporation: Provided, That such exclusiveright shall not be allowed if its exercise willviolate Commonwealth Act No. 108, otherwiseknown as the “Anti-Dummy Law”; Republic ActNo. 7042, otherwise known as the “ForeignInvestments Act of 1991”; and other ble shares may be issued by thecorporation when expressly so provided inthe articles of incorporation. They may bepurchased or taken up by the corporationupon the expiration of a fixed period,regardless of the existence of unrestrictedretained earnings in the books of thecorporation, and upon such other terms andconditions as may be stated in the articles ofincorporation, which terms and conditionsmust also be stated in the certificate of stockrepresenting said shares. (n)SEC. 8. Redeemable Shares. – Redeemableshares may be issued by the corporation whenexpressly provided in the articles of incorporation.They are shares which may be purchased by thecorporation from the holders of such shares uponthe expiration of a fixed period, regardless of theexistence of unrestricted retained earnings in thebooks of the corporation, and upon such otherterms and conditions stated in the articles ofincorporation and the certificate of stockrepresenting the shares, subject to rules andregulations issued by the Commission.Section 9. Treasury shares. – Treasuryshares are shares of stock which have beenissued and fully paid for, but subsequentlyreacquired by the issuing corporation bypurchase, redemption, donation or throughsome other lawful means. Such shares mayagain be disposed of for a reasonable pricefixed by the board of directors. (n)SEC. 9. Treasury Shares. – Treasury shares areshares of stock which have been issued and fullypaid for, but subsequently reacquired by the ion, or some other lawful means. Such sharesmay again be disposed of for a reasonable pricefixed by the board of directors.TITLE IITITLE IIINCORPORATION AND ORGANIZATIONOF PRIVATE CORPORATIONSINCORPORATION AND ORGANIZATION OFPRIVATE CORPORATIONSSection 10. Number and qualifications ofincorporators. – Any number of naturalpersons not less than five (5) but not morethan fifteen (15), all of legal age and aSEC. 10. Number and Qualifications ofIncorporators. – Any person, partnership,association or corporation, singly or jointly withothers but not more than fifteen (15) in number,Page 4 of 121(Note: Please check the official versions of the Codes; SEC-OCS March 22, 2019)

Corporation Code (1980)Comparative MatrixRevised Corporation Code (2019)majority of whom are residents of thePhilippines, may form a private corporationfor any lawful purpose or purposes. Each ofthe incorporators of s stock corporation mustown or be a subscriber to at least one (1)share of the capital stock of the corporation.(6a)may organize a corporation for any lawful purposeor purposes: Provided, That natural persons whoare licensed to practice a profession, andpartnerships or associations organized for thepurpose of practicing a profession, shall not beallowed to organize as a corporation unlessotherwise provided under special laws.Incorporators who are natural persons must beof legal age.Each incorporator of a stock corporation must ownor be a subscriber to at least one (1) share of thecapital stock.A corporation with a single stockholder isconsidered a One Person Corporation asdescribed in Title XIII, Chapter III of this Code.Section 11. Corporate term. – A corporationshall exist for a period not exceeding fifty (50)years from the date of incorporation unlesssooner dissolved or unless said period isextended. The corporate term as originallystated in the articles of incorporation may beextended for periods not exceeding fifty (50)years in any single instance by anamendment of the articles of incorporation, inaccordance with this Code; Provided, Thatno extension can be made earlier than five(5) years prior to the original or subsequentexpiry date(s) unless there are justifiablereasons for an earlier extension as may bedetermined by the Securities and ExchangeCommission. (6)SEC. 11. Corporate Term. – A corporation shallhave perpetual existence unless its articles ofincorporation provides otherwise.Corporations with certificates of incorporationissued prior to the effectivity of this Code, andwhich continue to exist, shall have perpetualexistence, unless the corporation, upon a voteof its stockholders representing a majority of itsoutstanding capital stock, notifies theCommission that it elects to retain its specificcorporate term pursuant to its articles ofincorporation: Provided, That any change in thecorporate term under this section is withoutprejudice to the appraisal right of dissentingstockholders in accordance with the provisionsof this Code.A corporate term for a specific period may beextended or shortened by amending the articlesof incorporation: Provided, That no extensionmay be made earlier than three (3) years prior tothe original or subsequent expiry date(s) unlessthere are justifiable reasons for an earlierextension as may be determined by theCommission: Provided, further, That suchextension of the corporate term shall take effectonly on the day following the original orsubsequent expiry date(s).A corporation whose term has expired may,Page 5 of 121(Note: Please check the official versions of the Codes; SEC-OCS March 22, 2019)

Corporation Code (1980)Comparative MatrixRevised Corporation Code (2019)apply for a revival of its corporate existence,together with all the rights and privileges underits certificate of incorporation and subject to allof its duties, debts and liabilities existing priorto its revival.Upon approval by theCommission, the corporation shall be deemedrevived and a certificate of revival of corporateexistence shall be issued, giving it perpetualexistence, unless its application for revivalprovides otherwise.No application for revival of certificate ofincorporation of banks, banking and quasibanking institutions, preneed, insurance andtrust companies, non-stock savings and loanassociations(NSSLAs),pawnshops,corporations engaged in money servicebusiness, and other financial intermediariesshall be approved by the Commission unlessaccompanied by a favorable recommendation ofthe appropriate government agency.Section 12. Minimum capital stock requiredof stock corporations. – Stock corporationsincorporated under this Code shall not berequired to have any minimum authorizedcapital stock except as otherwise specificallyprovided for by special law, and subject to theprovisions of the following section.SEC. 12. Minimum Capital Stock Not Required ofStock Corporations. – Stock corporations shallnot be required to have a minimum capitalstock, except as otherwise specifically providedby special law.Section 13. Amount of capital stock to besubscribed and paid for the purposes ofincorporation. – At least twenty-fivepercent (25%) of the authorized capitalstock as stated in the articles ofincorporation must be subscribed at thetime of incorporation, and at least twentyfive (25%) per cent of the totalsubscription must be paid uponsubscription, the balance to be payableon a date or dates fixed in the contract ofsubscription without need of call, or in theabsence of a fixed date or dates, upon callfor payment by the board of directors:Provided, however, That in no case shallthe paid-up capital be less than fiveThousand (P5,000.00) pesos. (n)Page 6 of 121(Note: Please check the official versions of the Codes; SEC-OCS March 22, 2019)

Corporation Code (1980)Comparative MatrixRevised Corporation Code (2019)Section 14. Contents of the articles ofincorporation. – All corporations organizedunder this code shall file with the Securitiesand Exchange Commission articles ofincorporation in any of the official languagesduly signed and acknowledged by all of theincorporators, containing substantially thefollowing matters, except as otherwiseprescribed by this Code or by special law:SEC. 13. Contents of the Articles of Incorporation.– All corporations shall file with the Commissionarticles of incorporation in any of the officiallanguages, duly signed and acknowledged orauthenticated, in such form and manner as may beallowedbytheCommission,containingsubstantially the following matters, except asotherwise prescribed by this Code or by special law:(a)The name of the corporation;1. The name of the corporation;2. The specific purpose or purposes for whichthe corporation is being incorporated. Wherea corporation has more than one statedpurpose, the articles of incorporation shallstate which is the primary purpose and whichis/are the secondary purpose or purposes:Provided, That a non-stock corporation maynot include a purpose which would change orcontradict its nature as such;3. The place where the principal office of thecorporation is to be located, which must bewithin the Philippines;4. The term for which the corporation is toexist;5. The names, nationalities and residences ofthe incorporators;6. The number of directors or trustees, whichshall not be less than five (5) nor more thanfifteen (15);7. The names, nationalities and residences ofpersons who shall act as directors or trusteesuntil the first regular directors or trustees areduly elected and qualified in accordance withthis Code;8. If it be a stock corporation, the amount ofits authorized capital stock in lawful money ofthe Philippines, the number of shares intowhich it is divided, and in case the share arepar value shares, the par value of each, thenames, nationalities and residences of theoriginal subscribers, and the amountsubscribed and paid by each on hissubscription, and if some or all of the sharesare without par value, such fact must bestated;9. If it be a non-stock corporation, the amount(b)The specific purpose or purposes for which thecorporation is being formed. Where a corporationhas more than one stated purpose, the articles ofincorporation shall indicate the primary purpose andthe secondary purpose or purposes: Provided, Thata non-stock corporation may not include a purposewhich would change or contradict its nature assuch;(c)The place where the principal office of thecorporation is to be located, which must be withinthe Philippines;(d)The term for which the corporation is to exist, ifthe corporation has not elected perpetual existence;(e)The names, nationalities,addresses of the incorporators;andresidence(f)The number of directors, which shall not be morethan fifteen (15) or the number of trustees whichmay be more than fifteen (15);(g)The names, nationalities, and residenceaddresses of persons who shall act as directors ortrustees until the first regular directors or trusteesare duly elected and qualified in accordance withthis Code;(h)If it be a stock corporation, the amount of itsauthorized capital stock, number of shares intowhich it is divided, the par value of each, names,nationalities, and residence addresses of theoriginal subscribers, amount subscribed and paidby each on the subscription, and a statement thatPage 7 of 121(Note: Please check the official versions of the Codes; SEC-OCS March 22, 2019)

Corporation Code (1980)Comparative MatrixRevised Corporation Code (2019)of its capital, the names, nationalitiesresidences of the contributors andamount contributed by each; and10. Such other matters as areinconsistent with law and whichincorporators may deem necessaryconvenient.and some or all of the shares are without par value, ifthe applicable;not (i)If it be a nonstock corporation, the amount of itsthe capital, the names, nationalities, and residenceand addresses of the contributors, and amountcontributed by each; andTheSecuritiesandExchangeCommission shall not accept the articlesof incorporation of any stock corporationunless accompanied by a swornstatement of the Treasurer elected by thesubscribers showing that at least twentyfive (25%) percent of the authorizedcapital stock of the corporation has beensubscribed, and at least twenty-five (25%)of the total subscription has been fullypaid to him in actual cash and/or inproperty the fair valuation of which isequal to at least twenty-five (25%) percentof the said subscription, such paid-upcapital being not less than five thousand(P5,000.00) pesos.(j)Such other matters consistent with law and whichthe incorporators may deem necessary andconvenient.Section 15. Forms of Articles ofIncorporation. – Unless otherwise prescribedby special law, articles of incorporation of alldomesticcorporationsshallcomplysubstantially with the following form:ARTICLES OF INCORPORATIONOF(Name of Corporation)KNOW ALL MEN BY THESE PRESENTS:The undersigned incorporators, all of legalage and a majority of whom are residents ofthe Philippines, have this day voluntarilyagreed to form a (stock) (non-stock)corporation under the laws of the Republicof the Philippines;AND WE HEREBY CERTIFY:FIRST: That the name of said corporationshall be " , INC. orCORPORATION";SEC. 14. Form of Articles of Incorporation. – Unlessotherwise prescribed by special law, the articles ofincorporation of all domestic corporations shallcomply substantially with the following form:SECOND: That the purpose or purposes forwhich such corporation is incorporated are:(If there is more than one purpose, indicateAn arbitration agreement may be provided inthe articles of incorporation pursuant to Section181 of this Code.The articles of incorporation and applicationsfor amendments thereto may be filed with theCommission in the form of an �s rules and regulations onelectronic filing.Articles of Incorporationof(Name of Corporation)The undersigned incorporators, all of legalage, have voluntarily agreed to form a (stock) (nonstock) corporation under the laws of the Republic ofthe Philippines and certify the following:First: That the name of said corporation shallbe “ , Inc., Corporation orOPC”;Second: That the purpose or purposes forwhich such corporation is incorporated are:Page 8 of 121(Note: Please check the official versions of the Codes; SEC-OCS March 22, 2019)

Corporation Code (1980)Comparative MatrixRevised Corporation Code (2019)primary and secondary purposes);(If there is more than one purpose, indicateprimary and secondary purposes);THIRD: That the principal office of thecorporation is located in the City/Municipalityof , Provinceof , Philippines;FOURTH: That the term for which saidcorporation is to exist isyears from and after the date of issuance ofthe certificate of incorporation;Fourth: That the corporation shall haveperpetual existence or a term ofyears from the date ofissuance of the certificate of incorporation;FIFTH: That the names, nationalities andresidences of the incorporators of thecorporation are as follows:NameNationalityResidenceFifth: That the names, nationalities, andresidence addresses of the incorporators ofthe corporation are as meNameSIXTH: That the number of directors ortrustees of the corporation shall be ;and the names, nationalities and residencesof the first directors or trustees of thecorporation are as follows:Third: That the principal office of thecorporation is located in the City/Municipalityof , Province of, Philippines;Sixth: That the number of directors ortrustees of the corporation shall be; and the names,nationalities, and residence addresses of thefirst directors or trustees of the corporationare as follows:NameNationalityResidencePage 9 of 121(Note: Please check the official versions of the Codes; SEC-OCS March 22, 2019)

Corporation Code (1980)Comparative MatrixRevised Corporation Code (2019)SEVENTH: That the authorized capital stockof the corporation is(P ) PESOS in lawful money ofthe Philippines, divided intoshares with the par value of(P ) Pesos per share.(In case all the share are without par value):That the capital stock of the corporation isshares without par value.(In case some shares have par value andsome are without par value): That the capitalstock of said corporation consists ofshares of whichshares are of the parvalue of(P ) PESOS each, and ofwhich shares arewithout par value.EIGHTH: That at least twenty five (25%)per cent of the authorized capital stockabove stated has been subscribed asfollows:Seventh: That the authorized capital stockof the corporation isPESOS (P ), divided intoshares with the par value ofPESOS (P ) per share.(In case all the shares are without par value):That the capital stock of the corporation isshareswithout par value.(In case some shares have par value andsome are without par value): That the capitalstock of said corporation consists ofshares, ofwhich shareshave a par value ofPESOS (P ) each, and ofwhich sharesare without par value.Eighth: That the number of shares of theauthorized capital stock above stated hasbeen subscribed as follows:Name ofName of Nationality No. ofAmountAmount PaidSharesSubscriberSubscribed SubscribedSubscriberNationalityNo. of Shares AmountSubscribedSubscribedAmount Paid(Modify No. 8 if shares are with no par value. Incase the corporation is nonstock, Nos. 7 and 8of the above articles may be modifiedaccordingly, and it is sufficient if the articlesstate the amount of capital or moneycontributed or donated by specified persons,stating the names, nationalities, and residenceaddresses of the contributors or donors and therespective amount given by each.)Page 10 of 121(Note: Please check the official versions of the Codes; SEC-OCS March 22, 2019)

Corporation Code (1980)Comparative MatrixRevised Corporation Code (2019)NINTH:Thattheabove-namedsubscribers have paid at least twenty-five(25%) percent of the total subscription asfollows:Name ofSubscriberNinth: That hasbeen elected by the subscribers asTreasurer of the Corporation to act as suchuntil after the successor is duly elected andqualified in accordance with the bylaws, thatAmountasSubscribedTotaltoTreasurer, authority has been givenreceive in the name and for the benefit of thePaid-Incorporation, all subscriptions, contributionsor donations paid or given by thesubscribersor members, who certifies the information setforth in the seventh and eighthclausesabove, and that the paid-upportion of thesubscription in cash and/or property for thebenefit and credit of the corporationhasbeendulyreceived.(Modify Nos. 8 and 9 if shares are with no parvalue. In case the corporation is non-stock,Nos. 7, 8 and 9 of the above articles may bemodified accordingly, and it is sufficient if thearticles state the amount of capital or moneycontributed or donated by specified persons,stating the names, nationalities andresidences of the contributors or donors andthe respective amount given by each.)TENTH: That hasbeen elected by the subscribers as Treasurerof the Corporation to act as such until hissuccessor is duly elected and qualified inaccordance with the by-laws, and that assuch Treasurer, he has been authorized toreceive for and in the name and for thebenefit o

Code may be stock or non-stock corporations. Corporations which have capital stock divided into shares and are authorized to distribute to the holders of such shares dividends or allotments of the surplus profits on the basis of the shares held are stock corporations. All other corporations are non-stock corporations. (3a) SEC. 3.