SIXTEENTH CONGRESS OF THE REPUBLIC 
) 
OF THE PHILIPPINES 
) 
Second Regular Session 
) 
SENATi "65 
s. B. No. ----.!~""__"'&:....::.... 
Introduced by: Senator Paolo Benigno "Bam" A. Aquino IV 
'14 
NOV 24 P 6 :16 
AN ACT AMENDING BATAS PAMBANSA BlG. 68 
OTHERWISE KNOWN AS THE CORPORATION CODE OF THE PHILIPPINES 
EXPLANATORV NOTE 
The Philippines is enjoying the best economic growth it has seen in years and has 
deemed to be a rising star in the region. But the challenge remains to enhance the local 
markets and business environment in order for investments to continuously come in. 
Updating pertinent laws is needed to keep up with the fast-changing business landscape 
and sustain this unprecedented progress. 
This measure seeks to introduce key amendments to Batas Pambansa Big. 68 or the 
Corporation Code, which was passed in 1980 or more than three decades ago. 
Two key provisions aim to address the needs of entrepreneurs in the country. 
Firstly, a sole proprietor presently needs to have incorporators of five to fifteen 
individuals to be able to register with the Security and Exchange Commission 
(SEC). The policy has created cases for dummy incorporators. 
In addition, sole proprietorship exposes all the properties of the entrepreneur for the 
business's liabilities. Such exposure risks all of the assets of the proprietor, even his 
family's properties. 
To address these, this measure recommends the recognition of the one-man 
corporation to encourage entrepreneurs to declare truthful and transparent information 
about their businesses, limit liabilities and spare family assets, and further grow their 
businesses. 
Secondly, the law currently provides a limited corporate term of 50 years maximum. 
Many big firms forget to renew after 50 years and they end up dissolving the company, 
liquidating their assets and transferring their properties. This unfortunate event leads 
to loss of income and livelihood for families, and the loss of legacy and dreams for 
entrepreneurs and employees. 
This bill seeks to allow corporations to have perpetual corporation existence but with 
renewal requirements every 25 years. Failure to comply with the requirements will not 
end corporate existence but penalties will be imposed. It allows a corporation to 
develop long-term plans and to look into more sustainable and far-reaching strategies 
for more economic growth. 


Other related provisions have been proposed to make the policy relevant and attuned 
to present times, adopt best global practices, attract more investments and start-ups in 
the country, and specifically address the needs of entrepreneurs. 
In view of the foregoing, the approval of this bill is earnestly s 
ght. o.r 
L-vv' ~ 
Senator Pao 
e gno "Bam 
. Aq ina IV 


SIXTEENTH CONGRESS OF THE REPUBLIC 
) 
OF THE PHILIPPINES 
) 
Second Regular Session 
) 
'14 
NOV 24 P 6 :16 
SENATE 
S.B. No. 2465 
HECBIVEIJ BY:_f-
Introduced by: Senator Paolo Benigno "Bam" A. Aquino IV 
AN ACT AMENDING BATAS PAMBANSA BlG. 68 
OTHERWISE KNOWN AS THE CORPORATION CODE OF THE PHILIPPINES 
Be it enacted by the Senate and House of Representatives of the Philippines in Congress 
assembled: 
1 
SECTION 1. 
Section 6 of Batas Pambansa Big. 68 or The Corporation Code of 
2 
the Philippines (hereinafter, Code), is hereby amended to read as follows: 
3 
"Sec. 6. Classification of shares. -
The shares of stock of stock 
4 
corporations may be divided into classes or series of shares, or both, any of 
5 
which classes or series of shares may have such rights, privileges or 
6 
restrictions as may be stated in the articles of incorporation: Provided, That 
7 
no share may be deprived of voting rights except those classified and issued 
8 
as "preferred" or "redeemable" shares, unless otherwise provided in this 
9 
Code: Provided further, That there shall always be a class or series of shares 
10 
[which have] WITH complete voting rights. Any or all of the shares or series of 
11 
shares may have a par value or have no par value as may be provided for in 
12 
the articles of incorporation: Provided, however, That banks, trust companies, 
13 
insurance companies, PRE-NEED COMPANIES, public utilities, and building 
14 
and loan associations shall not be permitted to issue no-par value shares of 
IS 
stock. 
16 
Preferred shares of stock issued by any corporation may be given 
17 
preference in the distribution of the assets of the corporation in case of 
18 
liquidation and in the distribution of dividends, or such other preferences as 
19 
may be stated in the articles of incorporation which are not violative of the 
20 
provisions of this Code: Provided, That preferred shares of stock may be 
21 
issued only with a stated par value. The board of directors, where authorized 
22 
in the articles of incorporation, may fix the terms and conditions of preferred 
23 
shares of stock or any series thereof: Provided, That such terms and 


1 
conditions shall be effective upon [filing of a certificate thereof with the 
2 
Securities and Exchange Commission) THE ISSUANCE BY THE SECURITIES 
3 
AND EXCHANGE COMMISSION, HEREINAFTER REFERRED TO AS THE 
4 
"COMMISSION", OF A CERTIFICATE THAT THE TERMS AND CONDITIONS OF 
5 
THE PREFERRED SHARES ARE NOT INCONSISTENT WITH THE PROVISIONS OF 
6 
THIS CODE, THE CONSTITUTION OF THE PHILIPPINES, AND OTHER EXISTING 
7 
LAWS, RULES AND REGULATIONS. 
8 
xxx xxx 
9 
SECTION 2. 
Section 7 of the Code is hereby amended to read as follows: 
10 
"Sec. 7. Founders' shores. - Founders' shares classified as such in the 
11 
articles of incorporation may be given certain rights and privileges not 
12 
enjoyed by the owners of other stocks, provided that where the exclusive 
13 
right to vote and be voted for in the election of directors is granted, it must 
14 
be for a limited period not to exceed five (5) years subject to the approval of 
15 
the [Securities and Exchange) Commission. The five-year period shall 
16 
commence from the date of the aforesaid approval by the [Securities and 
17 
Exchange) Commission: PROVIDED, THAT THE EXCLUSIVE RIGHT TO VOTE OR 
18 
BE VOTED FOR SHALL NOT BE ALLOWED IF ITS EXERCISE WILL VIOLATE THE 
19 
RULES AND REGULATIONS OF THE COMMISSION, COMMONWEALTH ACT 
20 
NO. 108, AND REPUBLIC ACT 7042; PROVIDED, FURTHER, THAT THE SAID 
21 
RIGHT SHALL BE GRANTED ONLY ONCE. 
22 
AFTER THE LAPSE OF THE FIVE-YEAR PERIOD, THE SHARES SHALL 
23 
AUTOMATICALLY HAVE THE SAME VOTING RIGHTS AND PRIVILEGES AS 
24 
COMMON SHARES." 
25 
SECTION 3. 
Section 8 of the Code is hereby amended to read as follows: 
26 
"Sec. 8. Redeemable shares. -Redeemable shares may be issued by 
27 
the corporation when expressly so provided in the articles of incorporation. 
28 
[They may be purchased or taken up by the corporation upon the expiration 
29 
of a fixed period, regardless of the existence of unrestricted retained earnings 
30 
in the books of the corporation, and upon such other terms and conditions as 
31 
may be stated in the articles of incorporation, which terms and conditions 
32 
must also be stated in the certificate of stock representing said shares.) THE 
33 
CORPORATION MAY REDEEM THE SAID SHARES ONLY IF, AFTER SUCH 
34 
REDEMPTION, IT SHALL STILL HAVE SUFFICIENT ASSETS IN ITS BOOKS TO 
35 
COVER LIABILITIES INCLUSIVE OF THE SUBSCRIBED CAPITAL STOCK, AND 
36 
SUCH REDEMPTION IS IN ACCORDANCE WITH THE TERMS AND CONDITIONS 
37 
STATED IN THE ARTICLES OF INCORPORATION AND/OR THE CERTIFICATE OF 
38 
STOCK REPRESENTING SAID SHARES. 
2 


1 
EXCEPT 
AS 
PROVIDED 
IN 
THE 
IMMEDIATELY 
PRECEDING 
2 
PARAGRAPH, 
NO CORPORATION 
SHALL 
REDEEM, 
REPURCHASE 
OR 
3 
REACQUIRE ITS OWN SHARES OF WHATEVER CLASS, UNLESS IT HAS 
4 
SUFFICIENT UNRESTRICTED RETAINED EARNINGS TO FUND THE COST OF 
5 
SUCH REDEMPTION, REPURCHASE OR REACQUISITION; PROVIDED, THAT 
6 
SUCH REQUIREMENT SHALL NOT APPLY IF THE REDEMPTION, REPURCHASE 
7 
OR 
REACQUISITION 
IS 
MADE 
UNDER 
ANY 
OF 
THE 
FOLLOWING 
8 
CIRCUMSTANCES: 
9 
a) PURSUANT TO A CONVERSION RIGHT PROVIDED FOR IN THE 
10 
ARTICLES OF INCORPORATION; 
11 
b) TO EFFECT A DECREASE IN THE AUTHORIZED CAPITAL STOCK OF 
12 
THE CORPORATION AS APPROVED BY THE COMMISSION; AND 
13 
c) UPON INSTRUCTION TO A CLOSE CORPORATION 
BY THE 
14 
COMMISSION TO RESOLVE A DEADLOCK." 
15 
SECTION 4. 
Section 10 of the Code Is hereby amended to read as follows: 
16 
"Sec. 10. Number and qualifications of incorporators. - Any number of 
17 
PERSONS, natural OR JURIDICAL, [persons not less than five (5)] but not more 
18 
than fifteen (15), [all of legal age] and a majority of whom are residents of the 
19 
Philippines], may form a private corporation for any lawful purpose or 
20 
purposes. Each of the incorporators of a stock corporation must own or be a 
21 
subscriber to at least one (1) share of the capital stock of the corporation." 
22 
SECTION S. 
Section 11 of the Code is hereby amended to read as follows: 
23 
"Sec. l1.Corporate term. - UNLESS SOONER DISSOLVED, a corporation 
24 
shall exist [for a period) PERPETUALLY, OR AS OTHERWISE STATED IN THE 
25 
ARTICLES OF INCORPORATION. A TERM 
LESS THAN PERPETUAL [not 
26 
exceeding fifty (50) years from the date of incorporation unless sooner 
27 
dissolved or unless said period is] MAY BE extended. [The corporate term as 
28 
originally stated in the articles of incorporation may be extended for periods 
29 
not exceeding fifty (50) years in any single instance] by an amendment of the 
30 
articles of incorporation, in accordance with this Code; Provided, That no 
31 
extension can be made earlier than [five (5)] THREE (3) years prior to the 
32 
original or subsequent expiry date(s) unless there are justifiable reasons for an 
33 
earlier extension as may be determined by the [Securities and Exchange] 
34 
Commission; 
PROVIDED, 
FURTHER, THAT SUCH 
EXTENSION 
OF THE 
35 
CORPORATE TERM SHALL TAKE EFFECT ONLY ON THE DAY FOLLOWING THE 
36 
ORIGINAL OR SUBSEQUENT EXPIRY DATE(S). 
3 


1 
THE CORPORATE TERM MAY BE SHORTENED BY AN AMENDMENT OF 
2 
THE ARTICLES OF INCORPORATION IN ACCORDANCE WITH THIS CODE. 
3 
REGARDLESS OF THE TERM, ALL CORPORATIONS SHAll REMAIN 
4 
UNDER 
THE 
SUPERVISION 
AND 
REVIEW 
OF 
THE 
COMMISSION. 
A 
5 
CORPORATION WITH A PERPETUAL TERM OR A TERM EXCEEDING TWENTY-
6 
FIVE YEARS SHALL COMPLY WITH THE RENEWAL REQUIREMENTS THE 
7 
COMMISSION MAY PRESCRIBE THEREFOR ON THE TWENTY-FIFTH YEAR AND 
8 
EVERY TWENTY-FIVE YEARS THEREAFTER, OR AT SUCH INTERVALS AS THE 
9 
COMMISSION MAY LATER DETERMINE. THE COMMISSION SHALL CHARGE 
10 
SUCH PENAlTIES AS IT MAY DEEM APPROPRIATE AND WITHHOLD ACTION 
11 
ON ANY MATTER BROUGHT BY A RENEWING CORPORATION, INCLUDING 
12 
BUT NOT LIMITED TO APPLICATIONS FOR THE AMENDMENT OF THE 
13 
ARTICLES OF INCORPORATION AND/OR BY-LAWS AND THE ISSUANCE OF 
14 
CERTIFICATIONS 
OF 
GOOD 
STANDING 
OR 
THOSE 
REQUIRED 
FOR 
15 
TRANSACTIONS 
WITH 
OTHER 
GOVERNMENT AGENCIES, 
UNTIL 
FULL 
16 
COMPLIANCE WITH THE COMMISSION'S RENEWAL REQUIREMENTS IS MADE. 
17 
A CORPORATION WHOSE TERM EXPIRED OR LAPSED WITHIN TEN 
18 
YEARS PRIOR TO THE EFFECTIVITY OF THIS CODE, AND WHICH HAS NOT 
19 
REINCORPORATED, MAY APPLY WITH THE COMMISSION FOR THE REVIVAL 
20 
OF 
ITS 
CERTIFICATE 
OF 
INCORPORATION 
IF 
IT 
CAN 
SHOW THAT 
21 
REINCORPORATION WOULD BE DIFFICULT OR DelETERIOUS TO IT AND THAT 
22 
IT CONTINUES TO BE A GOING CONCERN OR CAN READILY REVIVE ITS 
23 
OPERATIONS. UPON APPROVAL BY THE COMMISSION AND SUBJECT TO THE 
24 
CORPORATION'S COMPLIANCE WITH THE COMMISSION'S REQUIREMENTS 
25 
OR CONDITIONS FOR REVIVAL AND THE PAYMENT OF THE PRESCRIBED FEES, 
26 
THE COMMISSION SHALL REVIVE THE CORPORATION'S CERTIFICATE OF 
27 
INCORPORATION AND THE CORPORATION SHALL THENCEFORTH EXIST IN 
28 
ACCORDANCE WITH THIS SECTION." 
29 
SECTION 6. 
Section 12 of the Code is hereby amended to read as follows: 
30 
"Sec. 12. Minimum capital stock required of stock corporations. -Stock 
31 
corporations incorporated under this Code shall [not be required to have any] 
32 
HAVE A minimum authorized capital stock OF ONE MILLION (P1,000,000.00) 
33 
PESOS [except as] OR SUCH AMOUNT AS MAY BE DETERMINED BY THE 
34 
COMMISSION AFTER DUE NOTICE TO THE PUBLIC, UNLESS A DIFFERENT 
35 
AMOUNT IS REQUIRED BY ANY LAW [otherwise specifically provided for by 
36 
special law], and subject to the provisions of the following section[.]; 
37 
PROVIDED, HOWEVER, THAT FOR CORPORATIONS ISSUING NO PAR VALUE 
38 
SHARES, THE MINIMUM AUTHORIZED CAPITAL STOCK SHALL BE 200,000 
39 
SHARES; AND PROVIDED, FURTHER, THAT WHERE CAPITAL CONSISTS OF 
4 


1 
BOTH PAR AND NO-PAR VALUE SHARES, THE MINIMUM AUTHORIZED 
2 
CAPITAL STOCK SHALL BE ONE MILLION (Pl,OOO,OOO.OO) PESOS." 
3 
SECTION 7. 
Section 13 of the Code is hereby amended to read as follows: 
4 
"Sec. 13. Amount of capital stock to be subscribed and paid for 
5 
purposes of incorporation.-
EXCEPT WITH RESPECT TO ONE PERSON 
6 
CORPORATIONS AND SMALL CORPORATIONS WHOSE CAPITAL STOCK SHALL 
7 
BE PAID IN FULL UPON SUBSCRIPTION, at least twenty-five (25%) percent of 
8 
the NUMBER OF SHARES OF THE authorized capital stock as stated in the 
9 
articles of incorporation must be subscribed at the time of incorporation, and 
10 
at least twenty-five (25%) percent of the VALUE OF THE total subscription 
11 
must be paid upon subscription, the balance to be payable on a date or dates 
12 
fixed in the contract of subscription without need of call, or in the absence of 
13 
a fixed date or dates, upon call for payment by the board of directors: 
14 
Provided, however, That in no case shall the paid-up capital be less than[five 
15 
thous'and (PS,OOO.OO) pesos.] SIXTY TWO THOUSAND FIVE HUNDRED 
16 
(P62,500.00) PESOS, OR SUCH AMOUNT AS MAY BE DETERMINED BY THE 
17 
COMMISSION OR REQUIRED IN OTHER LAWS; PROVIDED, HOWEVER, THAT 
18 
WITH RESPECT TO NO PAR VALUE SHARES, AT LEAST TWENTY-FIVE PERCENT 
19 
(25%) OF SAID SHARES OF THE AUTHORIZED CAPITAL STOCK MUST BE 
20 
SUBSCRIBED AN.D FULLY PAID UPON SUBSCRIPTION." 
21 
SECTION 8. 
Section 14 of the Code is hereby amended to read as follows: 
22 
"Sec. 14. Contents of articles of incorporation. - All corporations 
23 
organized under this Code shall file with the [Securities and Exchange] 
24 
Commission articles of incorporation in any of the official languages, duly 
25 
signed and acknowledged by all of the incorporators, containing substantially 
26 
the following matters, except as otherwise prescribed by this Code or by 
27 
special law: 
28 
1. The name of the corporation; 
29 
xxx 
xxx 
xxx 
30 
3. [The place where the principal office of the corporation is to be 
31 
located, which must be within the Philippines] THE SPECIFIC ADDRESS, 
32 
WHICH SHALL INCLUDE, WHERE APPLICABLE, THE STREET NUMBER, STREET 
33 
NAME, BARANGAY, CITY OR MUNICIPALITY, AND PROVINCE OF THE 
34 
PRINCIPAL OFFICE OF THE CORPORATION, WHICH MUST BE WITHIN THE 
35 
PHILIPPINES; 
5 


1 
4. [The term for which the corporation is to exist) A PROVISION 
2 
LIMITING THE DURATION OF THE CORPORATION'S EXISTENCE TO A 
3 
SPECIFIED DATE; OTHERWISE, THE CORPORATION SHALL HAVE PERPETUAL 
4 
EXISTENCE; 
5 
xxx 
xxx 
xxx 
6 
9. If it be a non-stock corporation, [the amount of its capital,) the 
7 
names, nationalities and residences of the contributors and [the amount 
8 
contributed by each) THE TOTAL AMOUNT OF CONTRIBUTED CAPITAL BY 
9 
THE INCORPORATORS AND MEMBERS THEREOF; [and) 
10 
10. IF IT BE A STOCK CORPORATION, A STATEMENT OF THE 
11 
TREASURER, WHO SHALL BE AN INCORPORATOR, THAT AT LEAST TWENTY-
12 
FIVE PERCENT (2S%) OF THE NUMBER OF SHARES IN THE AUTHORIZED 
13 
CAPITAL STOCK OF THE CORPORATION HAS BEEN SUBSCRIBED AND AT 
14 
LEAST TWENTY-FIVE PERCENT (2S%) OF THE TOTAL SUBSCRIPTION HAS 
15 
BEEN FULLY PAID TO HIM IN ACTUAL CASH AND/OR IN PROPERTY THE FAIR 
16 
VALUATION OF WHICH IS EQUAL TO AT LEAST TWENTY-FIVE (2S%) PERCENT 
17 
OF THE SAID SUBSCRIPTION, SUCH PAID-UP CAPITAL BEING NOT LESS THAN 
18 
SIXTY TWO THOUSAND FIVE HUNDRED PESOS (P62,SOO.00) ;" AND 
19 
xxx 
xxx 
xxx 
20 
[The Securities and Exchange Commission shall not accept the articles 
21 
of incorporation of any stock corporation unless accompanied by a sworn 
22 
statement of the Treasurer elected by the subscribers showing that at least 
23 
twenty-five (25%) percent of the authorized capital stock of the corporation 
24 
has been subscribed, and at least twenty-five (25%) of the total subscription 
25 
has been fully paid to him in actual cash and/or in property the fair valuation 
26 
of which is equal to at least twenty-five (25%) percent of the said 
27 
subscription, such paid-up capital being not less than five thousand 
28 
(P5,ODD.DO) pesos.) 
29 
ARTICLES OF INCORPORATION OR AMENDMENTS THERETO MAY BE 
30 
FILED IN THE FORM OF AN elECTRONIC DOCUMENT, IN ACCORDANCE WITH 
31 
THE RULES AND REGULATIONS OF THE COMMISSION ON THE USE OF 
32 
elECTRONIC DATA MESSAGES." 
33 
SECTION 9. 
Section 15 is hereby amended to delete the form on the 
34 
Treasurer's Affidavit and to read as follows: 
6 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
"Sec. 15. Form[s] oj orticles oj incorporation; Filing. - Unless otherwise 
prescribed by special law, articles of incorporation of all domestic 
corporations shall comply substantially with the following form: 
ARTICLES OF INCORPORATION 
OF 
(Name of Corporation) 
KNOW ALL [MEN] PERSONS BY THESE PRESENTS: 
xxx 
xxx 
xxx 
14 
TENTH: That 
has been elected by the subscribers as 
15 
Treasurer of the Corporation to act as such until his successor is duly elected 
16 
and qualified in accordance with the by-laws, [and] that as such Treasurer, he 
17 
has been authorized to receive for and in the name and for the benefit of the 
18 
corporation, all subscription (or fees) or contributions or donations paid or 
19 
given by the subscribers or members, THAT HE CERTIFIES THE INFORMATION 
20 
SET FORTH IN THE SEVENTH, EIGHT AND NINTH CLAUSES ABOVE, AND THAT 
21 
HE HAS RECEIVED THE PAID-UP PORTION OF THE SUBSCRIPTION IN CASH 
22 
OR PROPERTY FOR THE BENEFIT AND CREDIT OF THE CORPORATION. 
23 
xxx 
xxx 
xxx 
24 
25 
IN WITNESS WHEREOF, we have hereunto signed these Articles of 
26 
Incorporation, this ................... day of .............................. , (19) 20 ........... in 
27 
the 
City/Municipality 
of 
........................................ , 
Province 
of 
28 
................................................. , Republic ofthe Philippines. 
29 
30 
31 
32 
33 
34 
35 
36 
xxx 
xxx 
xxx 
[TREASURER'S AFFIDAVIT 
xxx 
xxx 
xxx 
NOTARY PUBLIC 
My commission expires on ........................... , 19 
Doc. No ................ ; 
Page No ................ ; 
Book No ............... ; 
7 


1 
Series of 19 ........ ) 
2 
SECTION 10. 
Section 16 of the Code is hereby amended to delete "Securities 
3 
and Exchange" from "Securities and Exchange Commission" in each instance. 
4 
SECTION 11. 
Section 17 of the Code is hereby amended to read as follows: 
5 
"Sec. 17. Grounds when articles of incorporation or amendment may be 
6 
rejected or disapproved. - The [Securities and Exchange) Commission may 
7 
reject the articles of incorporation or disapprove any amendment thereto if 
8 
the same is not in compliance with the requirements of this Code: Provided, 
9 
That the Commission shall give the incorporators, DIRECTORS, TRUSTEES OR 
10 
OFFICERS a reasonable time within which to correct or modify the 
11 
objectionable portions of the articles or amendment. The following are 
12 
grounds for such rejection or disapproval: 
13 
1. That the articles of incorporation or any amendment thereto is 
14 
not substantially in accordance with the form prescribed herein; 
15 
xxx 
xxx 
xxx 
16 
[No articles of incorporation or amendment to articles of incorporation 
17 
of banks, banking and 
quasi-banking institutions, building and loan 
18 
associations, trust companies and other financial intermediaries, insurance 
19 
companies, public utilities, educational institutions, and other corporations 
20 
governed by special laws shall be accepted or approved by the Commission 
21 
unless accompanied by a favorable recommendation of the appropriate 
22 
government agency to the effect that such articles or amendment is in 
23 
accordance with law.] 
24 
THE COMMISSION MAY REQUIRE AN ENDORSEMENT OR FAVORABLE 
25 
RECOMMENDATION FROM ANOTHER APPROPRIATE GOVERNMENT AGENCY. 
26 
SECTION 12. 
Section 18 of the Code is hereby amended to read as follows: 
27 
"Sec. 18. Corporate name. - No corporate name may be allowed by 
28 
the [Securities and Exchange] Commission if the proposed name is [identical 
29 
or deceptively or confusingly similar] NOT DISTINGUISHABLE [to that of] 
30 
FROM THAT ALREADY RESERVED OR REGISTERED IN FAVOR OF any existing 
31 
corporation or to any other name already protected by law, or WHEN THE 
32 
SAME is [patently deceptive, confusing or] contrary to existing laws. 
33 
THE COMMISSION SHALL DETERMINE WHETHER A NAME IS 
34 
DISTINGUISHABLE FROM ANOTHER NAME FOR PURPOSES OF THIS CODE. 
8 


1 
WITHOUT EXCLUDING OTHER NAMES WHICH MAY NOT CONSTITUTE 
2 
DISTINGUISHABLE NAMES AS DETERMINED BY THE COMMISSION, AND 
3 
SUBJECT TO THE RULES OR GUIDELINES THE COMMISSION MAY SET WITH 
4 
RESPECT THERETO, A NAME IS NOT CONSIDERED DISTINGUISHABLE FOR 
5 
PURPOSES OF THIS CODE SOLELY BECAUSE IT CONTAINS ONE OR MORE OF 
6 
THE FOLLOWING: 
7 
1. 
THE 
WORD 
'''CORPORATION'', 
"COMPANY", 
8 
"INCORPORATED", OR "LIMITED", "LIMITED LIABILITY" OR AN 
9 
ABBREVIATION OF ONE OF SUCH WORDS; 
10 
11 
12 
13 
14 
IS 
16 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
36 
37 
38 
39 
2. 
PUNCTUATIONS, 
ARTICLES, 
CONJUNCTIONS, 
CONTRACTIONS, ABBREVIATIONS, DIFFERENT TENSES, SPACING 
OR NUMBER OF THE SAME WORD OR PHRASE. 
THE FACT THAT A CORPORATE NAME COMPLIES WITH THIS SECTION 
DOES NOT CREATE SUBSTANTIVE RIGHTS TO THE USE OF THAT CORPORATE 
NAME. THE COMMISSION SHALL HAVE THE AUTHORITY TO SUMMARILY 
REMOVE FROM REGISTRATION OR RESERVATION ANY NAME WHICH IT 
LATER DETERMINES TO BE NOT DISTINGUISHABLE AS STATED ABOVE. 
WHEN A CORPORATE NAME IS REMOVED FROM REGISTRATION, THE 
CORPORATION SHALL IMMEDIATELY CEASE FROM USING THE SAME AND 
APPLY FOR THE REGISTRATION OF A NEW CORPORATE NAME. SIMILARLY, A 
CORPORATION DIRECTED BY FINAL JUDGMENT TO CHANGE ITS CORPORATE 
NAME SHALL NOT USE THE SAME IN ITS OPERATIONS OR IN ANY OTHER 
WAY, EVEN AFTER ITS DISSOLUTION OR REVOCATION AS A CORPORATION. 
When a change in the corporate name is approved, the Commission 
shall issue an amended certificate of incorporation under the amended 
name. 
IF A CORPORATION USES OR CONTINUES TO USE A CORPORATE 
NAME ALREADY REMOVED FROM REGISTRATION OR RESERVATION, OR 
WHICH HAS BEEN DIRECTED TO BE CHANGED BY FINAL JUDGMENT, THE 
COMMISSION SHALL DULY NOTIFY SAID CORPORATION AND REQUIRE IT TO 
CEASE AND DESIST FROM THE CONTINUED USE OF SUCH CORPORATE NAME 
WITHIN A PERIOD OF FIVE (5) DAYS. 
IF THE CORPORATION FAILS TO 
COMPLY WITH THE COMMISSION'S ORDER WITHIN THE FIVE-DAY PERIOD, 
THE 
COMMISSION 
MAY 
HOLD 
THE 
CORPORATION 
AND/OR 
ITS 
RESPONSIBLE DIRECTORS OR OFFICERS IN CONTEMPT, AND/OR CAUSE THE 
REMOVAL OF ALL VISIBLE SIGNAGES, MARKS, ADVERTISEMENTS, LABELS, 
PRINTS AND OTHER EFFECTS BEARING SUCH CORPORATE NAME IN THEIR 
POSSESSION. 
LIABILITY UNDER THIS SECTION SHALL BE WITHOUT 
9 


1 
PREJUDICE TO THE CORPORATION'S AND/OR ITS RESPONSIBLE DIRECTORS' 
2 
OR OFFICERS' LIABILITY FOR OTHER ADMINISTRATIVE, CIVIL, OR CRIMINAL 
3 
SANCTIONS UNDER THIS CODE AND OTHER LAWS." 
4 
SECTION 13. 
Section 19 of the Code is hereby amended to read as follows: 
5 
"Sec. 19. REGISTRATION, INCORPORATION AND commencement of 
6 
corporate existence.- A PERSON OR GROUP OF PERSONS DESIRING TO 
7 
INCORPORATE SHALL SUBMIT THE INTENDED CORPORATE NAME TO THE 
8 
COMMISSION FOR VERIFICATION. 
IF THE COMMISSION FINDS THAT THE 
9 
NAME IS DISTINGUISHABLE, THE NAME SHALL BE RESERVED IN FAVOR OF 
10 
THE INCORPORATORS. THE INCORPORATORS SHALL THEN: (A) SUBMIT, AS 
11 
MAY BE APPLICABLE, THEIR ARTICLES OF INCORPORATION, THEIR BY-LAWS, 
12 
AND SUCH OTHER DOCUMENTS AND/OR INFORMATION AS MAY BE 
13 
REQUIRED BY THE COMMISSION; AND (B) PAY THE PRESCRIBED FEES. 
14 
INCORPORATORS SHALL HAVE THE OPTION OF RESERVING A 
15 
CORPORATE 
NAME, 
SUBMITTING 
THE 
REQUIREMENTS 
FOR 
16 
INCORPORATION AND PAYING THE PRESCRIBED FEES EITHER THROUGH THE 
17 
MANUAL PROCESS AT THE OFFICE OF THE COMMISSION OR THROUGH ANY 
18 
OTHER SYSTEM OF REGISTRATION AND INCORPORATION WHICH THE 
19 
COMMISSION MAY ESTABLISH, SUBJECT TO THE CORRESPONDING RULES 
20 
AND PROCEDURES THE COMMISSION SHALL PRESCRIBE THEREFOR. 
21 
IF THE COMMISSION FINDS THAT THE SUBMITTED DOCUMENTS, 
22 
INFORMATION AND PAYMENT ARE COMPLETE AND IN FULL COMPLIANCE 
23 
OF THE REQUIREMENTS UNDER THIS CODE AND THE RULES OF THE 
24 
COMMISSION, AND THERE IS NO OTHER GROUND TO 
REJECT OR 
25 
DISAPPROVE ANY OF THE SUBMISSIONS, THE COMMISSION SHALL ISSUE 
26 
THE CORRESPONDING CERTIFICATE OF INCORPORATION AND REGISTER THE 
27 
CORPORATE NAME EARLIER RESERVED. 
28 
A private corporation formed or organized under this Code 
29 
commences to have corporate existence and juridical personality and is 
30 
deemed incorporated from the date the [Securities and Exchange] 
31 
Commission issues [a] THE certificate of incorporation under its official seal; 
32 
PROVIDED, THAT THE COMMISSION MAY ISSUE THE CERTIfiCATE OF 
33 
INCORPORATION IN THE FORM OF AN ELECTRONIC DOCUMENT, IN 
34 
ACCORDANCE WITH THE RULES AND REGULATIONS OF THE COMMISSION 
35 
ON THE USE OF ELECTRONIC DATA MESSAGES; and thereupon the 
36 
incorporators, stockholders/members and their successors shall constitute a 
37 
body politic and corporate under the name stated in the articles of 
38 
incorporation for the period of time mentioned therein, unless said period is 
39 
extended or the corporation is sooner dissolved in accordance with law. 
10 


1 
SECTION 14. 
Section 22 of the Code is hereby amended to read as follows: 
2 
"Sec. 22. Effects of non-use of corporate charter and continuous 
3 
inoperation af a corporation; DELINQUENCY AND REVOCATION. -
If a 
4 
corporation does not formally organize and commence [the transaction of] its 
5 
business or the construction of its works within [two (2)] FIVE (5) years from 
6 
the date of its incorporation, its [corporate powers cease and the 
7 
corporation] CERTIFICATE OF INCORPORATION shall be deemed [dissolved] 
8 
REVOKED AS OF THE DAY FOLLOWING THE END OF SAID FIVE-YEAR PERIOD, 
9 
WITHOUT NEED OF FURTHER ACTION BY THE COMMISSION. 
10 
However, if a corporation [has] commenced [the transaction of] its 
11 
business but subsequently [becomes] BECAME [continuously] inoperative for 
12 
a period of at least five (5) CONSECUTIVE years, [the same shall be a ground 
13 
for the suspension or revocation of its corporate franchise or certificate of 
14 
incorporation] THE COMMISSION MAY, AFTER DUE NOTICE AND HEARING, 
15 
EITHER REVOKE THE CORPORATION'S CERTIFICATE OF INCORPORATION OR 
16 
PLACE 
THE 
CORPORATION 
UNDER 
DELINQUENCY 
STATUS. 
THE 
17 
CORPORATION'S 
FAILURE 
TO 
COMPLY 
WITH 
THE 
REPORTORIAL 
18 
REQUIREMENTS UNDER SECTION 180 SHALL RENDER IT INOPERATIVE FOR 
19 
PURPOSES OF THIS CODE. 
20 
THE COMMISSION SHALL GIVE A DELINQUENT CORPORATION A 
21 
PERIOD OF TWO YEARS WITHIN WHICH IT MUST RESUME OPERATIONS, 
22 
COMPLY WITH ALL REQUIREMENTS, AND PAY ALL FINES THE COMMISSION 
23 
SHALL PRESCRIBE. THE COMMISSION SHALL CHARGE SUCH PENALTIES AS IT 
24 
MAY DEEM APPROPRIATE AND WITHHOLD ACTION ON ANY MATTER 
25 
BROUGHT BY A DELINQUENT CORPORATION, INCLUDING BUT NOT LIMITED 
26 
TO 
APPLICATIONS 
FOR 
THE 
AMENDMENT 
OF 
THE 
ARTICLES 
OF 
27 
INCORPORATION AND/OR BY-LAWS AND THE ISSUANCE OF CERTIFICATIONS 
28 
OF GOOD STANDING OR THOSE REQUIRED FOR TRANSACTIONS WITH 
29 
OTHER GOVERNMENT AGENCIES, UNTIL FULL COMPLIANCE WITH THE 
30 
COMMISSION'S REQUIREMENTS AND PAYMENT OF ALL FINES AND 
31 
PENALTIES ARE MADE. 
32 
ONCE COMPLIANCE WITH THE COMMISSION'S REQUIREMENTS AND 
33 
PAYMENT OF FINES AND PENALTIES ARE COMPLETED, THE COMMISSION 
34 
SHALL ISSUE AN ORDER LIFTING THE DELINQUENCY STATUS. FAILURE TO 
35 
RESUME OPERATIONS, COMPLY WITH THE COMMISSION'S REQUIREMENTS, 
36 
AND PAY THE PENALTIES PRESCRIBED WITHIN THE PERIOD GIVEN BY THE 
37 
COMMISSION OR ANY EXTENSION GRANTED BY IT, HOWEVER, SHALL 
38 
RENDER THE CORPORATION'S CERTIFICATE OF INCORPORATION REVOKED 
39 
AS OF THE LAPSE OF SAID PERIOD WITHOUT NEED OF FURTHER ACTION BY 
40 
THE COMMISSION. 
11 


1 
THE 
COMMISSION 
SHALL 
REVOKE 
THE 
CERTIFICATE 
OF 
2 
INCORPORATION 
OF 
A CORPORATION 
WHEN 
DIRECTED 
BY 
FINAL 
3 
JUDGMENT OF A COMPETENT COURT OR WHEN, AFTER DUE NOTICE AND 
4 
HEARING, THE COMMISSION DETERMINES THAT THE CORPORATION 
5 
COMMITTED VIOLATIONS OF THIS CODE OR ITS RULES WHICH WARRANT 
6 
THE REVOCATION OF ITS CERTIFICATE OF INCORPORATION. 
7 
ONCE THE REVOCATION BECOMES FINAL, I.E. AFTER THE LAPSE OF 
8 
FIFTEEN DAYS FROM THE DATE OF REVOCATION, THE CORPORATION SHALL 
9 
BE BANNED FROM ANY FURTHER USE OF THE CORPORATE NAME AND 
10 
SHALL BE DISSOLVED IN ACCORDANCE WITH THE PROVISIONS ON 
11 
DISSOLUTION UNDER TITLE XIV OF THIS CODE. 
12 
[The provision shall not apply if the failure to organize, commence the 
13 
transaction of its business or the construction of its works, or to continuously 
14 
operate is due to causes beyond the control of the corporation as may be 
15 
determined by the Securities and Exchange Commission)." 
16 
SECTION 15. 
Section 23 of the Code is hereby amended to read as follows: 
17 
"Sec. 23. The board of directors or trustees. - Unless otherwise 
18 
provided in this Code, the corporate powers of all corporations formed under 
19 
this Code shall be exercised, all business conducted and all property of such 
20 
corporations controlled and held by the board of directors or trustees [to be 
21 
elected from among the holders of stocks, or where there is no stock, from 
22 
among the members of the corporation,) who shall hold office for one (1) 
23 
year until their successors are elected and qualified. 
24 
ONE PERSON CORPORATIONS SHALL HAVE ONLY ONE (1) DIRECTOR 
25 
OR TRUSTEE. SMALL CORPORATIONS SHALL HAVE AS MANY DIRECTORS AS 
26 
THERE ARE INCORPORATORS, NOT EXCEEDING THREE (3). A CORPORATION 
27 
SHALL BE DEEMED TO BE A SMALL CORPORATION WHEN IT HAS ONLY TWO 
28 
(2) OR THREE (3) INCORPORATORS AND ITS TOTAL ASSETS DO NOT EXCEED 
29 
FIVE MILLION PESOS (PHPS,OOO,OOO.OO) 
30 
CORPORATIONS WITH TEN (10) OR MORE MEMBERS, AS WELL AS 
31 
THOSE WITH TEN (10) OR MORE STOCKHOLDERS AND WITH TOTAL ASSETS 
32 
OF AT LEAST ONE HUNDRED MILLION PESOS (P100,000,000.00), OR SUCH 
33 
NUMBER AND AMOUNT AS MAY BE LATER SET BY THE COMMISSION, SHALL 
34 
HAVE AT LEAST ONE (1) INDEPENDENT DIRECTOR OR TRUSTEE, OR SUCH 
35 
OTHER MINIMUM NUMBER WHICH THE COMMISSION MAY DETERMINE AS 
36 
NECESSARY FOR GOOD CORPORATE GOVERNANCE. THE COMMISSION 
37 
SHALL 
PRESCRIBE 
THE 
MINIMUM 
STANDARDS 
OR 
CRITERIA 
IN 
38 
DETERMINING THE INDEPENDENCE OF A DIRECTOR. 
12 


1 
EXCEPT WITH RESPECT TO INDEPENDENT DIRECTORS, DIRECTORS 
2 
SHALL BE ELECTED FROM AMONG THE HOLDERS OF STOCKS [Every director) 
3 
AND must EACH own at least one (1) share of the capital stock of the 
4 
corporation of which he is a director, which share shall stand in his name [on) 
5 
IN the books of the corporation. [Any) IF ANY SUCH director [who) ceases to 
6 
be the owner of at least one (1) share of the capital stock of the corporation, 
7 
[of which he is a director) HE shall thereby cease to be a director. 
8 
Trustees of non-stock corporations [must be members thereof.), 
9 
OTHER THAN INDEPENDENT TRUSTEES, SHALL BE ELECTED FROM AMONG 
10 
THE MEMBERS OF THE CORPORATION. IF ANY SUCH TRUSTEE CEASES TO BE 
11 
A MEMBER OF THE CORPORATION, HE SHALL THEREBY CEASE TO BE A 
12 
TRUSTEE. 
13 
A majority of the directors or trustees of all corporations organized 
14 
under this Code, INCLUSIVE OF INDEPENDENT DIRECTORS OR TRUSTEES, 
15 
must be residents ofthe Philippines. 
16 
IT SHALL BE THE DUTY OF ALL DIRECTORS OR TRUSTEES TO ATTEND 
17 
ALL MEETINGS OF THE BOARD AND OF THE STOCKHOLDERS OR MEMBERS 
18 
AND THEIR ABSENCE MAY BE EXCUSED ONLY FOR JUSTIFIABLE REASONS. 
19 
WHEN RELATED PARTY TRANSACTIONS OR SELF-DEALINGS OF A DIRECTOR 
20 
ARE TAKEN UP, THE CONCERNED DIRECTOR SHALL ABSENT HIMSELF FROM 
21 
THE MEETING AND HIS ABSENCE SHALL NOT BE COUNTED AGAINST HIM. 
22 
DIRECTORS AND TRUSTEES SHALL HAVE SUCH OTHER DUTIES AND 
23 
RESPONSIBILITIES PROVIDED IN THE CORPORATION'S BY-LAWS AND AS 
24 
MAY BE PRESCRIBED BY THE COMMISSION FOR GOOD CORPORATE 
25 
GOVERNANCE. 
26 
SECTION 16. 
Section 24 of the Code is hereby amended to read as follows: 
27 
"Sec. 24. Election oj directors or trustees. -
OTHER THAN IN 
28 
INSTANCES WHEN THE EXCLUSIVE RIGHT IS WITHHELD FOR HOLDERS OF 
29 
FOUNDERS' SHARES UNDER SECTION 7, EACH STOCKHOLDER OR MEMBER 
30 
SHALL HAVE THE RIGHT TO NOMINATE ANY DIRECTOR OR TRUSTEE WHO 
31 
POSSESSES 
ALL 
OF 
THE 
QUALIFICATIONS 
AND 
NONE 
OF 
THE 
32 
DISQUALIFICATIONS SET FORTH IN THIS CODE OR IN THE RULES OF THE 
33 
COMMISSION. 
34 
EXCEPT AS PROVIDED IN SECTION 26 OF THIS CODE, at all elections of 
35 
directors or trustees, there must be present, either in person, BY REMOTE 
36 
COMMUNICATION, or by representative authorized to act by written proxy, 
37 
the owners of a majority of the outstanding capital stock, or if there be no 
38 
capital stock, a majority of the members entitled to vote; PROVIDED THAT 
13 


1 
WHEN A VOTE IS CASTIN ABSENTIA, THE STOCKHOLDER OR MEMBER WHO 
2 
CAST THE VOTE SHALL BE DEEMED PRESENT FOR PURPOSES OF QUORUM. 
3 
EACH STOCKHOLDER OR MEMBER SHALL HAVE THE RIGHT TO VOTE 
4 
IN PERSON, BY REMOTE COMMUNICATION, BY PROXY, AND/OR IN 
5 
ABSENTIA; PROVIDED THAT VOTING BY REMOTE COMMUNICATION OR IN 
6 
ABSENTIA MAY BE RESORTED TO ONLY WHEN ALLOWED EITHER BY THE BY-
7 
LAWS OF THE CORPORATION OR BY A MAJORITY OF THE BOARD OF 
8 
DIRECTORS AND WHEN THE CORPORATION HAS INSTITUTED REASONABLE 
9 
MEASURESTO VERIFY THAT THE PERSON PERMITTED TO PARTICIPATE OR 
10 
VOTE BY REMOTE COMMUNICATION OR IN ABSENTIA IS A STOCKHOLDER 
11 
OR MEMBER, OR A HOLDER OF A PROXY FROM A STOCKHOLDER OR 
12 
MEMBER, AND TO RECORD ALL VOTES AND OTHER ACTIONS TAKEN AT THE 
13 
MEETING. 
WHEN ATTENDANCE AT THE MEETING IS BY REMOTE 
14 
COMMUNICATION, THE CORPORATION SHALL PROVIDE THE STOCKHOLDER 
15 
OR MEMBER, OR PROXY-HOLDER, A REASONABLE OPPORTUNITY TO 
16 
PARTICIPATE IN THE MEETING, HEAR OR SEE THE PROCEEDINGS AS WELL AS 
17 
BE HEARD OR SEEN BY OTHER STOCKHOLDERS OR MEMBERS, AND TO CAST 
18 
THEIR VOTE SUBSTANTIALLY CONCURRENTLY WITH SUCH PROCEEDINGS. 
19 
WHEN VOTING IN ABSENTIA, IS ALLOWED, THE CORPORATION SHALL 
20 
INSTITUTE REASONABLE MEASURES TOTIMELY PROVIDE THE STOCKHOLDER 
21 
OR MEMBER WITH INFORMATION ON THE NOMINEES AND GIVE THEM A 
22 
REASONABLE OPPORTUNITY TO ASK QUESTIONS BEFORE CASTING THEIR 
23 
VOTES. THE COMMISSION SHALL PRESCRIBE THE MINIMUM STANDARDS OR 
24 
GUIDELINES TO MAKE ATTENDANCE BY REMOTE COMMUNICATION AND 
25 
VOTING IN ABSENTIA EFFICIENT AND ACCESSIBLE FORA FOR STOCKHOLDERS 
26 
OR MEMBERS. 
27 
The election must be by ballot if requested by any voting stockholder 
28 
or member. 
29 
In stock corporations, every stockholder entitled to vote shall have the 
30 
right to vote [in person or by proxy) the number of shares of stock standing, 
31 
at the time fixed in the by-laws, in his own name [on) IN the stock books of 
32 
the corporation, or where the by-laws are silent, at the time of the election; 
33 
and said stockholder may vote such number of shares for as many persons as 
34 
there are directors to be elected or he may cumulate said shares and give one 
35 
candidate as many votes as the number of directors to be elected multiplied 
36 
by the number of his shares shall equal, or he may distribute them on the 
37 
same principle among as many candidates as he shall see fit: Provided, That 
38 
the total number of votes cast by him shall not exceed the number of shares 
39 
owned by him as shown in the books of the corporation multiplied by the 
40 
whole number of directors to be elected: Provided, however, That no 
41 
delinquent stock shall be voted. Unless otherwise provided in the articles of 
14 


1 
incorporation or in the by-laws, members of corporations which have no 
2 
capital stock may cast as many votes as there are trustees to be elected but 
3 
may not cast more than one vote for one candidate. Candidates receiving the 
4 
highest number of votes shall be declared elected. 
5 
[Any meeting of the stockholders or members called for an election 
6 
may adjourn from day to day or from time to time but not sine die or 
7 
indefinitelyjlf, for any reason, no election is held, or if there are not present 
8 
or represented by proxy, at the meeting, the owners of a majority of the 
9 
outstanding capital stock, or if there be no capital stock, a majority of the 
10 
members entitled to vote, THE MEETING MAY BE ADJOURNED AND THE 
11 
CORPORATION SHALL PROCEED IN ACCORDANCE WITH SECTION 26 OF THIS 
12 
CODE." 
13 
SECTION 17. 
Section 25 of the Code is hereby amended to read as follows: 
14 
"Sec. 25. Corporote officers; quorum. - Immediately after their 
15 
election, the directors of a corporation must formally organize by the election 
16 
of a president OR CHIEF EXECUTIVE OFFICER, who shall be a director, a 
17 
treasurer OR CHIEF FINANCIAL OFFICER, who mayor may not be a director, a 
18 
secretary who shall be a resident and citizen of the Philippines, A 
19 
COMPLIANCE OFFICER WHO SHALL REPORT DIRECTLY TO THE CHAIRMAN 
20 
OF THE BOARD, and such other officers as may be provided for in the by-
21 
laws. Any two (2) or more positions OTHER THAN THAT OF THE COMPLIANCE 
22 
OFFICER may be held concurrently by the same person, except that no one 
23 
shall act as president and secretary or as president and treasurer at the same 
24 
time. 
25 
[The directors or trustees and officers to be elected shall perform the 
26 
duties enjoined on them by law and by the by-laws of the corporation.jUnless 
27 
the articles of incorporation or the by-laws provide for a greater majority, a 
28 
majority of the number of directors or trustees as fixed in the articles of 
29 
incorporation shall constitute a quorum for the transaction of corporate 
30 
business, and every decision of at least a majority of the directors or trustees 
31 
present at a meeting at which there is a quorum shall be valid as a corporate 
32 
act, except for the election of officers which shall require the vote of a 
33 
majority of all the members of the board. 
34 
[Directors or trustees cannot attend or vote by proxy at board 
35 
meetingsj; HOWEVER, WHEN ALLOWED BY THE BY-LAWS, THEY CAN 
36 
ATTEND BOARD MEETINGS THROUGH REMOTE COMMUNICATION SUCH AS 
37 
VIDEO CONFERENCING, TELECONFERENCING OR OTHER TECHNOLOGY THAT 
38 
ALLOWS THEM A REASONABLE OPPORTUNITY TO PARTICIPATE." 
15 


1 
SECTION 18. 
Section 26 of the Code is hereby amended to read as follows: 
2 
"Sec. 26. Report of election of directors, trustees and officers], NON-
3 
HOLDING OF ELECTION AND CESSATION FROM OFFICE. - Within thirty (30) 
4 
days after the election of the directors, trustees qnd officers of the 
5 
corporation, the secretary, or any other officer of the corporation, shall 
6 
submit to the [Securities 
and 
Exchange) 
Commission, the 
names, 
7 
nationalities, SHAREHOLDINGS and residences of the directors, trustees, and 
8 
officers elected. 
9 
THE NON-HOLDING OF ANY elECTION AND THE REASONS THEREFOR, 
10 
SHALL BE REPORTED TO THE COMMISSION WITHIN THREE (3) DAYS FROM 
11 
THE DATE OF THE SCHEDULED elECTION; PROVIDED THAT, THE NOTICE OF 
12 
NON-HOLDING MAY BE SUBMITTED IN THE FORM OF AN elECTRONIC 
13 
DOCUMENT, IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE 
14 
COMMISSION ON THE USE OF ELECTRONIC DATA MESSAGES. 
15 
WHEN PERTAINING TO THE ORIGINAL SCHEDULE, THE REPORT OF 
16 
NON-HOLDING SHALL FURTHER SPECIFY A NEW DATE FOR THE elECTION, 
17 
WHICH SHALL NOT BE LATER THAN THIRTY DAYS FROM THE ORIGINAL 
18 
DATE. 
19 
IF NO NEW DATE HAS BEEN DESIGNATED, OR IF THE NEWLY-
20 
SCHEDULED elECTION BE LIKEWISE NOT HelD, THE COMMISSION MAY, 
21 
MOTU PROPRIO OR UPON THE APPLICATION OF ANY STOCKHOLDER, 
22 
MEMBER, DIRECTOR OR TRUSTEE AND AFTER VERIFICATION OF THE NON-
23 
HOLDING OF THE elECTION OF DIRECTORS OR TRUSTEES, REQUIRE THE 
24 
CORPORATE SECRETARY ON RECORD TO IMMEDIATelY ISSUE A LIST OF 
25 
STOCKHOlDERS OR MEMBERS, THEIR ADDRESSES AND CONTACT NUMBERS 
26' 
AND SIMILAR INFORMATION, AND SUMMARILY ORDER THAT THE ELECTION 
27 
BE HelD. IN THIS REGARD, THE COMMISSION SHALL HAVE THE POWER TO 
28 
ISSUE SUCH ORDERS AS MAY BE APPROPRIATE, INCLUDING, WITHOUT 
29 
LIMITATION, ORDERS DESIGNATING THE TIME AND PLACE OF THE 
30 
elECTION, THE RECORD DATE OR DATES FOR DETERMINATION OF 
31 
STOCKHOLDERS OR MEMBERS ENTiTlED TO NOTICE OF THE elECTION AND 
32 
TO VOTE THEREAT, AND THE FORM OF NOTICE OF SUCH elECTION. 
33 
THE SHARES OF STOCK OR MEMBERSHIP REPRESENTED AT SUCH 
34 
MEETING AND ENTITlED TO VOTE THEREAT, EITHER IN PERSON, BY REMOTE 
35 
COMMUNICATION, IN ABSENTIA, OR BY PROXY, SHALL CONSTITUTE A 
36 
QUORUM FOR THE PURPOSE OF SUCH MEETING, NOTWITHSTANDING ANY 
37 
PROVISION OF THE ARTICLES OF INCORPORATION OR BY-LAWS TO THE 
38 
CONTRARY. THE MEETING SCHEDULED BY THE COMMISSION AND THE 
16 


1 
ELECTION HELD THEREAT SHALL HAVE THE SAME EFFECT OF A VALID 
2 
MEETING AND ELECTION OF THE CORPORATION. 
3 
Should a director, trustee or officer die, resign or in any manner cease 
4 
to hold office, his heirs in case of his death, the secretary, or any other officer 
5 
of the corporation, or the director, trustee or officer himself, shall 
6 
[immediately] report such fact to the [Securities and Exchange] Commission 
7 
IN WRITING WITHIN THREE (3) DAYS FROM CESSATION FROM OFFICE, 
8 
PROVIDED THAT SUCH NOTICE MAY GIVEN IN THE FORM OF AN 
9 
ELECTRONIC 
DOCUMENT, IN 
ACCORDANCE WITH THE 
RULES 
AND 
10 
REGULATIONS OF THE COMMISSION ON THE USE OF ELECTRONIC DATA 
11 
MESSAGES. 
12 
IN ELECTING DIRECTORS OR TRUSTEES TO FILL VACANCIES, THE 
13 
PROCEDURE SET FORTH IN SECTION 24 AND IN THIS SECTION SHALL APPLY." 
14 
SECTION 19. 
Section 27 of the Code is hereby amended to read as follows: 
15 
"Sec. 27. Disqualification of directors, trustees or officers. -
THE 
16 
FOLLOWING PERSONS SHALL BE DISQUALIFIED FROM BEING ELECTED AS 
17 
DIRECTOR, TRUSTEE OR OFFICER OF ANY CORPORATION: 
18 
1. [No person] THOSE WHO HAVE BEEN convicted by final judgment 
19 
of an offense punishable by imprisonment for a period exceeding six (6) 
20 
years, or a violation of this Code OR REPUBLIC ACT 8799 [, committed] within 
21 
five (5) years prior to the date of his election or appointment, [shall qualify as 
22 
a director, trustee or officer of any corporation]; 
23 
2. THOSE WHO, BY FINAL JUDGMENT, ARE CONVICTED OF, OR 
24 
FOUND ADMINISTRATIVELY LIABLE FOR, ANY OFFENSE INVOLVING MORAL 
25 
TURPITUDE, FRAUD, EMBEZZLEMENT, THEFT, ESTAFA, COUNTERFEITING, 
26 
MISAPPROPRIATION, FORGERY, BRIBERY, FALSE OATH, PERJURY AND 
27 
OTHER FRAUDULENT ACTS; 
28 
3. THOSE CONVICTED BY FINAL JUDGMENT OF A FOREIGN COURT OR 
29 
EQUIVALENT 
REGULATORY 
AUTHORITY 
OF 
ACTS, 
VIOLATIONS 
OR 
30 
MISCONDUCT THE SAME AS OR SIMILAR TO THOSE ENUMERATED IN 
31 
PARAGRAPHS 1 AND 2 ABOVE; AND 
32 
4. 
THOSE WHO HAVE BEEN CONVICTED BY FINAL JUDGMENT OF 
33 
ANY THREE OF THE OFFENSES AND/OR VIOLATIONS IN PARAGRAPHS 1 TO 3 
34 
ABOVE, REGARDLESS OF WHEN THE JUDGMENTS BECAME FINAL. 
17 


1 
2 
THE MAXIMUM NUMBER OF BOARD REPRESENTATIONS ANY 
INDEPENDENT 
DIRECTOR 
OR 
TRUSTEE 
SHALL 
HAVE 
IN 
OTHER 
3 
CORPORATIONS SHALL BE FIVE (5), OR SUCH LOWER NUMBER AS MAY BE 
4 
PROVIDED 
IN 
THE 
BY-LAWS 
OF 
THE 
CORPORATION 
OR 
AS 
THE 
5 
COMMISSION MAY LATER PRESCRIBE. 
6 
THE FOREGOING IS WITHOUT PREJUDICE TO QUALIFICATIONS OR 
7 
OTHER DISQUALIFICATIONS WHICH THE COMMISSION MAY IMPOSE IN ITS 
8 
PROMOTION OF, AMONG OTHERS, GOOD CORPORATE GOVERNANCE." 
9 
SECTION 20. 
Section 28 of the Code is hereby amended to read as follows: 
10 
"Sec. 28. Removal of directors or trustees. - Any director or trustee of 
11 
a corporation may be removed from office by a vote of the stockholders 
12 
holding or representing at least two-thirds (2/3) of the outstanding capital 
13 
stock, or if the corporation be a non-stock corporation, by a vote of at least 
14 
two-thirds (2/3) of the members entitled to vote: Provided, That such 
15 
removal shall take place either at a regular meeting of the corporation or at a 
16 
special meeting called for the purpose, and in either case, after previous 
17 
notice to stockholders or members of the corporation of the intention to 
18 
propose such removal at the meeting. A special meeting of the stockholders 
19 
or members of a corporation for the purpose of removal of directors or 
20 
trustees, or any of them, must be called by the secretary on order of the 
21 
president or on the written demand of the stockholders representing or 
22 
holding at least a majority of the outstanding capital stock, or, if it be a non-
23 
stock corporation, on the written demand of a majority of the members 
24 
entitled to vote. Should the secretary fail or refuse to call the special meeting 
25 
upon such demand or fail or refuse to give the notice, or if there is no 
26 
secretary, the call for the meeting may be addressed directly to the 
27 
stockholders or members by any stockholder or member of tHe corporation 
28 
signing the demand. Notice of the time and place of such meeting, as well as 
29 
of the intention to propose such removal, must be given by publication or by 
30 
written notice prescribed in this Code. Removal may' be with or without 
31 
cause: Provided, That removal without cause may not be used to deprive 
32 
minority stockholders or members of the right of representation to which 
33 
they may be entitled under Section 24 of this Code. 
34 
THE COMMISSION SHALL, MOTU PROPRIO OR UPON VERIFIED 
35 
COMPLAINT AND AFTER DUE NOTICE AND HEARING, ORDER THE REMOVAL 
36 
OF ANY DISQUALIFIED DIRECTOR OR TRUSTEE ELECTED DESPITE THE 
37 
DISQUALIFICATION, OR WHOSE DISQUALIFICATION IS DISCOVERED OR 
38 
AROSE SUBSEQUENT TO ELECTION. THE REMOVAL OF ANY DISQUALIFIED 
39 
DIRECTOR SHALL BE WITHOUT PREJUDICE TO OTHER SANCTIONS THE 
40 
COMMISSION MAY IMPOSE IN ACCORDANCE WITH THIS CODE, UPON 
18 


1 
SHOWING OF A WILLFUL OR 
DELIBERATE CONCEALMENT OF THE 
2 
DISQUALIFICATION. " 
3 
SECTION 21. 
Section 29 of the Code is hereby amended to read as follows: 
4 
"Sec. 29. Vacancies in the office of director or trustee. - Any vacancy 
5 
occurring in the board of directors or trustees [other than by removal by the 
6 
stockholders or members or by expiration of term, may be filled by the vote 
7 
of at least a majority of the remaining directors or trustees, if still constituting 
8 
a quorum; otherwise, said vacancies) must be filled by the stockholders in a 
9 
regular or special meeting called for that purpose. 
10 
WHEN THE VACANCY IS DUE TO EXPIRATION OF TERM, THE 
11 
ELECTION SHALL BE HELD NO LATER THAN THE DAY OF SUCH EXPIRATION 
12 
OF TERM AT A MEETING CALLED FOR THAT PURPOSE. WHEN THE VACANCY 
13 
ARISES AS A RESULT OF REMOVAL BY THE STOCKHOLDERS OR MEMBERS, 
14 
THE ELECTION MUST BE HELD ON THE SAME DAY OF THE MEETING 
15 
AUTHORIZING THE REMOVAL AND THIS FACT MUST BE SO STATED IN THE 
16 
AGENDA AND NOTICE OF SAID MEETING. 
IN ALL OTHER CASES, THE 
17 
ELECTION MUST BE HELD NO LATER THAN FORTY-FIVE (45) DAYS FROM 
18 
WHEN THE VACANCY ARISES. A director or trustee so elected to fill a vacancy 
19 
shall be elected only for the unexpired term of his predecessor in office. 
20 
HOWEVER, WHEN THE VACANCY PREVENTS THE REMAINING 
21 
DIRECTORS FROM CONSTITUTING A QUORUM AND EMERGENCY ACTION IS 
22 
REQUIRED TO PREVENT GRAVE, SUBSTANTIAL AND IRREPARABLE LOSS OR 
23 
DAMAGE TO THE CORPORATION, THE VACANCY MAY BE TEMPORARILY 
24 
FILLED BY UNANIMOUS VOTE OF THE REMAINING DIRECTORS OR TRUSTEES 
25 
FROM AMONG THE OFFICERS OF THE CORPORATION, PROVIDED THAT 
26 
ACTION BY THE APPOINTED DIRECTOR OR TRUSTEE SHALL BE LIMITED TO 
27 
THE EMERGENCY ACTION NECESSARY TO PREVENT GRAVE, SUBSTANTIAL 
28 
OR IRREPARABLE LOSS TO THE COMPANY AND HIS TERM SHALL NOT 
29 
CONTINUE FOR LONGER THAN REASONABLY NECESSARY AFTER THE 
30 
TERMINATION OF THE EMERGENCY. 
31 
Any directorship or trusteeship to be filled by reason of an increase in 
32 
the number of directors or trustees shall be filled only by an election at a 
33 
regular or at a special meeting of stockholders or members duly called for the 
34 
purpose, or in the same meeting authorizing the increase of directors or 
35 
trustees if so stated in the notice of the meeting. 
36 
IN ALL ELECTIONS TO FILL VACANCIES UNDER THIS SECTION, THE 
37 
PROCEDURE SET FORTH IN SECTIONS 24 AND 26 SHALL APPLY." 
19 


1 
SECTION 22. 
Section 30 of the Code is hereby amended to read as follows: 
2 
"Sec. 30. Compensation of directors. -In the absence of any provision 
3 
in the by-laws fixing THE PARAMETERS OF their compensation, the directors 
4 
OR TRUSTEES shall not receive any compensation Ll as such directors OR 
5 
TRUSTEES, except for reasonable per diems: Provided, however, That any 
6 
such compensation other than per diems may be granted to directors OR 
7 
TRUSTEES by the vote of the stockholders representing at least a majority of 
8 
the outstanding capital stock OR BY MAJORITY OF THE MEMBERS at a 
9 
regular or special meeting. 
10 
NO 
DIRECTOR 
OR 
TRUSTEE 
SHALL 
PARTICIPATE 
IN 
THE 
11 
DETERMINATION Of HIS OWN PER DIEMS OR COMPENSATION. PER DIEMS 
12 
OR COMPENSATION GRANTED TO DIRECTORS OR TRUSTEES SHALL 
13 
LIKEWISE 
BE 
APPROVED 
BY 
THE 
VOTE 
OF 
THE 
STOCKHOLDERS 
14 
REPRESENTING AT LEAST A MAJORITY OF THE OUTSTANDING CAPITAL 
15 
STOCK OR BY MAJORITY OF THE MEMBERS AT A REGULAR OR SPECIAL 
16 
MEETING. 
17 
In no case shall the total yearly compensation of directors OR 
18 
TRUSTEES, as such directors OR TRUSTEES, exceed ten (10%) percent of the 
19 
net income before income tax of the corporation during the preceding year. 
20 
THE CORPORATION SHALL SUBMIT AN ANNUAL REPORT ON THE 
21 
COMPENSATION Of DIRECTORS OR TRUSTEES AS PRESCRIBED UNDER THIS 
22 
CODE." 
23 
SECTION 23. 
Section 35 of the Code is hereby amended to read as follows: 
24 
"Sec. 35. Executive committee AND OTHER SPECIAL COMMITTEES. -
25 
The by-laws of a corporation may create an executive committee, composed 
26 
of not less than three members of the board, to be appointed by the board. 
27 
Said committee may act, by majority vote of all its members, on such specific 
28 
matters within the competence of the board, as may be delegated to it in the 
29 
by-laws or on a majority vote of the board, except with respect to: (1) 
30 
approval of any action for which shareholders' approval is also required; (2) 
31 
the filling of vacancies in the board; (3) the amendment or repeal of by-laws 
32 
or the adoption of new by-laws; (4) the amendment or repeal of any 
33 
resolution of the board which by its express terms is not so amendable or 
34 
repealable; and (5) a distribution of cash dividends to the shareholders. 
35 
FOR 
MERITORIOUS REASONS, THE 
BOARD MAY, UPON DUE 
36 
AMENDMENT OF THE BY-LAWS, ORDER THE FORMATION OF OTHER 
20 


1 
SPECIAL 
COMMITTEES 
AND 
DETERMINE 
THE 
MEMBERS' 
TERM, 
2 
COMPENSATION, POWERS AND RESPONSIBILITIES. 
3 
WHEN NECESSARY TO ENSURE GOOD CORPORATE GOVERNANCE 
4 
AND/OR COMBAT GRAFT AND CORRUPT PRACTICES, OR WHEN THE 
5 
PARAMOUNT INTEREST OF THE PUBLIC OTHERWISE REQUIRES, THE 
6 
COMMISSION SHAll HAVE THE POWER TO REQUIRE THE FORMATION OF 
7 
OTHER 
COMMITTEES 
AND 
DESIGNATE 
THEIR 
POWERS 
AND 
8 
RESPONSIBILITIES; PROVIDED THAT THE TERM AND COMPENSATION OF 
9 
SUCH COMMITTEES SHAll BE DETERMINED BY THE BOARD AND THE 
10 
CORPORATION'S BY-lAWS SHAll BE AMENDED ACCORDINGLY WITHIN THE 
11 
PERIOD PRESCRIBED BY THE COMMISSION." 
12 
SECTION 24. 
Section 36 of the Code is hereby amended to read as follows: 
13 
"Sec. 36. Corporate powers ond capacity. -
Every corporation 
14 
incorporated under this Code has the power and capacity: 
15 
1. To sue and be sued in its corporate name; 
16 
2. Of PERPETUAL succession by its corporate name [for the], UNLESS 
17 
A LIMITED period of time IS stated in the articles of incorporation and the 
18 
certificate of incorporation; 
19 
xxxxxx xxx 
20 
8. [To enter into merger or consolidation with other corporations as 
21 
provided in this Code] TO ENTER INTO A JOINT VENTURE OR OTHER 
22 
COMMERCIAL AGREEMENT WITH PERSONS, JURIDICAL OR OTHERWISE, 
23 
AND MERGE OR CONSOLIDATEWITH OTHER CORPORATIONS. 
24 
xxx 
xxx 
xxx" 
25 
SECTION 2S. 
Section 37 of the Code is hereby amended to read as follows: 
26 
"Sec. 37. Power to extend or shorten corporate term. - A private 
27 
corporation may extend or shorten its term as stated in the articles of 
28 
incorporation when approved by a majority vote of the board of directors or 
29 
trustees and ratified at a meeting by the stockholders representing at least 
30 
two-thirds (2/3) of the outstanding capital stock or by at least two-thirds 
31 
(2/3) of the members in case of non-stock corporations. Written notice of the 
32 
proposed action and of the time and place of the meeting shall be addressed 
33 
to each stockholder or member at his place of residence as shown on the 
34 
books of the corporation and deposited to the addressee in the post office 
21 


1 
with postage prepaid, [or] served personally[.], OR, WHEN ALLOWED IN THE 
2 
BY·LAWS 
OR 
DONE 
WITH 
THE 
CONSENT 
OF 
THE 
CONCERNED 
3 
STOCKHOLDER, NOTICE UNDER THIS SECTION MAY BE GIVEN IN THE FORM 
4 
OF AN ELECTRONIC DOCUMENT, IN ACCORDANCE WITH THE RULES AND 
5 
REGULATIONS OF THE COMMISSION ON THE USE OF ELECTRONIC DATA 
6 
MESSAGES: Provided, That in case of extension of corporate term, any 
7 
dissenting stockholder may exercise his appraisal right under the conditions 
8 
provided in this code." 
9 
SECTION 26. 
Section 38 of the Code is hereby amended to read as follows: 
10 
"Sec. 38. Power to increase or decrease capital stock; incur, create or 
11 
increase bonded indebtedness. - xxx xxx xxx 
12 
[(5) The actual indebtedness of the corporation on the day of the 
13 
meeting;] 
14 
xxx xxx xxx 
15 
Any increase or decrease in the capital stock or the incurring, creating 
16 
or increasing of any bonded indebtedness shall require prior approval of the 
17 
[Securities and Exchange] Commission. THE FILING OF THE APPLICATION 
18 
WITH THE COMMISSION SHALL BE MADE WITHIN THREE (3) MONTHS FROM 
19 
THE 
DATE 
OF 
APPROVAL 
BY 
THE 
BOARD 
OF 
DIRECTORS 
AND 
20 
STOCKHOLDERS. 
PRIOR 
TO 
THE 
COMMISSION'S 
APPROVAL, 
THE 
21 
RECOGNITION OF THE SUBSCRIPTION TO MEET THE REQUIRED PAID·UP 
22 
CAPITAL SHALL BE IN ACCORDANCE WITH REQUIREMENTS SET BY THE 
23 
COMMISSION. 
NON·PAYMENT OF THE ADDITIONAL PAID·UP CAPITAL 
24 
WITHIN ONE (1) YEAR FROM THE DATE OF THE BOARD OF DIRECTORS AND 
25 
STOCKHOLDERS' APPROVAL SHALL RENDER THE PROPOSAL ABANDONED 
26 
AND INEFFECTIVE. 
27 
One of the duplicate certificates shall be kept on file in the office of 
28 
the corporation and the other shall be filed with the [Securities and 
29 
Exchange] Commission and attached to the original articles of incorporation. 
30 
From and after approval by the [Securities and Exchange] Commission and 
31 
the issuance by the Commission of its certificate of filing, the capital stock 
32 
shall stand increased or decreased and the incurring, creating or increasing of 
33 
any bonded indebtedness authorized, as the certificate of filing may declare: 
34 
Provided, That the [Securities and Exchange] Commission shall not accept for 
35 
filing any certificate of increase of capital stock unless accompanied by the 
36 
sworn statement of the treasurer of the corporation lawfully holding office at 
37 
the time of the filing of the certificate, showing that at least twenty-five 
38 
(25%) percent of [such increased] THE INCREASE IN capital stock has been 
22 


1 
subscribed and that at least twenty-five (25%) percent of the amount 
2 
subscribed has been paid either in actual cash to the corporation or that 
3 
there has been transferred to the corporation property the valuation of 
4 
which is equal to twenty-five (25%) percent of the subscription: Provided, 
5 
further, That no decrease of the capital stock shall be approved by the 
6 
Commission if its effect shall prejudice the rights of corporate creditors. 
7 
xxx xxx xxx 
8 
Bonds issued by a corporation shall be registered with the [Securities 
9 
and Exchange) Commission, which shall have the authority to determine the 
10 
sufficiency of the terms thereof." 
11 
SECTION 27. 
Section 40 of the Code is hereby amended to read as follows: 
12 
"Sec. 40. Sale or other disposition of assets. - Subject to the provisions 
13 
of existing laws on illegal combinations and monopolies AND SUBJECT, 
14 
FURTHER, TO SEC. 81 OF THIS CODE ON DE FACTO MERGERS, a corporation 
15 
may, by a majority vote of its board of directors or trustees, sell, lease, 
16 
exchange, mortgage, pledge or otherwise dispose of [all or substantially all 
17 
of) its property and assets, including its goodwill, upon such terms and 
18 
conditions and for such consideration, which may be money, stocks, bonds or 
19 
other instruments for the payment of money or other property or 
20 
consideration, as its board of directors or trustees may deem expedient. 
21 
WHEN THE SALE IS OF ALL OR SUBSTANTIALLY ALL OF THE 
22 
CORPORATION'S PROPERTY AND ASSETS, IT MUST BE [when) authorized by 
23 
the vote of the stockholders representing at least two-thirds (2/3) of the 
24 
outstanding capital stock, or in case of non-stock corporation, by the vote of 
25 
at least to two-thirds (2/3) of the members, in a stockholder's or member's 
26 
meeting duly called for the purpose[.):WHEN THE SALE IS OF LESS THAN ALL 
27 
OR SUBSTANTIALLY ALL OF THE CORPORATION'S PROPERTY AND ASSETS, A 
28 
MAJORITY VOTE SHALL BE REQUIRED. In non-stock corporations where there 
29 
are no members with voting rights, the vote of at least a majority of the 
30 
trustees in office will be sufficient authorization for the corporation to enter 
31 
into any transaction authorized by this section. 
32 
Written notice of the proposed action and of the time and place of 
33 
the meeting shall be addressed to each stockholder or member at his place of 
34 
residence as shown on the books of the corporation and deposited to the 
35 
addressee in the post office with postage prepaid, or served personally: 
36 
Provided, That any dissenting stockholder may exercise his appraisal right 
37 
under the conditions provided in this Code. 
23 


1 
[A sale or other disposition shall be deemed to cover substantially all 
2 
the corporate property and assets if thereby the corporation would be 
3 
rendered incapable of continuing the business or accomplishing the purpose 
4 
for which it was incorporated.) 
5 
After such authorization or approval by the stockholders or members, 
6 
the board of directors or trustees may, nevertheless, in its discretion, 
7 
abandon such sale, lease, exchange, mortgage, pledge or other disposition of 
8 
property and assets, subject to the rights of third parties under any contract 
9 
relating thereto, without further action or approval by the stockholders or 
10 
members. 
11 
Nothing in this section is intended to restrict the power of any 
12 
corporation, without the authorization by the stockholders or members, to 
13 
sell, lease, exchange, mortgage, pledge or otherwise dispose of any of its 
14 
property and assets if the same is necessary in the usual and regular course 
15 
of business of said corporation or if the proceeds of the sale or other 
16 
disposition of such property and assets be appropriated for the conduct of its 
17 
remaining business. 
18 
[In non-stock corporations where there are no members with voting 
19 
rights, the vote of at least a majority of the trustees in office will be sufficient 
20 
authorization for the corporation to enter into any transaction authorized by 
21 
this section.)" 
22 
SECTION 28. 
Section 43 of the Code is hereby amended to read as follows: 
23 
"Sec. 43. Power to declare dividends. - The board of directors of a 
24 
stock corporation may declare dividends out of the unrestricted retained 
25 
earnings which SHALL BE 
DETERMINED IN ACCORDANCE WITH THE 
26 
GUIDELINES SET BY THE COMMISSION ON UNREALIZED EARNINGS AND 
27 
LOSSES. SUCH DIVIDENDS shall be payable in cash, in property, or in stock to 
28 
all stockholders on the basis of outstanding stock held by them: Provided, 
29 
That any cash dividends due on delinquent stock shall first be applied to the 
30 
unpaid balance on the subscription plus costs .and expenses, while stock 
31 
dividends shall be withheld from the delinquent stockholder until his unpaid 
32 
subscription is fully paid: Provided, further, That no stock dividend shall be 
33 
Issued without the approval of stockholders representing not less than two-
34 
thirds (2/3) of the outstanding capital stock at a regular or special meeting 
35 
du Iy ca lied for the purpose. 
36 
Stock corporations are prohibited from retaining surplus profits in 
37 
excess of one hundred (100%) percent of their paid-in capital stock, except: 
38 
(1) when justified by definite corporate expansion projects or programs 
24 


1 
approved by the board of directors; or (2) when the corporation is prohibited 
2 
under any loan agreement with any financial institution or creditor, whether 
3 
local or foreign, from declaring dividends without its/his consent, and such 
4 
consent has not yet been secured; or (3) when it can be clearly shown that 
5 
such retention is necessary under special circumstances obtaining in the 
6 
corporation, such as when there is need for special reserve for probable 
7 
contingencies." 
8 
SECTION 29. 
Section 46 of the Code is hereby amended to read as follows: 
9 
"Sec. 46. Adoption of by-laws. - Every corporation formed under this 
10 
Code must, within one (1) month after receipt of official notice of the 
11 
issuance of its certificate of incorporation by the [Securities and Exchange) 
12 
Commission, adopt a code of by-laws for its government not inconsistent 
13 
with this Code. For the adoption of by-laws by the corporation the affirmative 
14 
vote of the stockholders representing at least a majority of the outstanding 
15 
capital stock, or of at least a majority of the members in case of non-stock 
16 
corporations, shall be necessary. The by-laws shall be signed by the 
17 
stockholders or members voting for them and shall be kept in the principal 
18 
office of the corporation, subject to the inspection of the stockholders or 
19 
members during office hours. A copy thereof, duly certified to by a majority 
20 
of the directors or trustees countersigned by the secretary of the 
21 
corporation, shall be filed with the [Securities and Exchange) Commission 
22 
which shall be attached to the original articles of incorporation. 
23 
Notwithstanding the provisions of the preceding paragraph, by-laws 
24 
may be adopted and filed prior to incorporation; in such case, such by-laws 
25 
shall be approved and signed by all the incorporators and submitted to the 
26 
[Securities and Exchange] Commission, together with the articles of 
27 
incorporation. 
28 
BY-LAWS OR AMENDMENTS THERETO MAY BE FILED IN THE FORM 
29 
OF AN ELECTRONIC DOCUMENT, IN ACCORDANCE WITH THE RULES AND 
30 
REGULATIONS OF THE COMMISSION ON THE USE OF ELECTRONIC DATA 
31 
MESSAGES. 
32 
In all cases, by-laws shall be effective only upon the issuance by the 
33 
[Securities and Exchange] Commission of a certification that the by-laws are 
34 
not inconsistent with this Code. 
35 
The [Securities and Exchange] Commission shall not accept for filing 
36 
the by-laws or any amendment thereto of any bank, banking institution, 
37 
building and loan aSSOCiation, trust company, insurance company, public 
38 
utility, educational institution or other special corporations governed by 
25 


1 
special laws, unless accompanied by a certificate of the appropriate 
2 
government agency to the effect that such by-laws or amendments are in 
3 
accordance with law." 
4 
SECTION 30. 
Section 47 of the Code is hereby amended to read as follows: 
5 
"Sec. 47. Contents oj by-laws. - Subject to the provisions of the 
6 
Constitution, this Code, other special laws, and the articles of incorporation, a 
7 
private corporation [may) SHALL provide in its by-laws for: 
8 
1. The time, place and manner of calling and conducting regular or 
9 
special meetings of the directors or trustees; 
10 
2. The time and manner of calling and conducting regular or special 
11 
meetings of the stockholders or members, PROVIDED THAT THE BY-LAWS 
12 
SHALL CONTAIN NO PROVISION SUPPRESSING OR OTHERWISE LIMITING IN 
13 
ANY MANNER THE RIGHT OF ANY MEMBER OR STOCKHOLDER TO PROPOSE 
14 
THE HOLDING OF MEETINGS AND THE ITEMS FOR DISCUSSION IN THE 
15 
AGENDA; 
16 
xxx 
xxx 
xxx 
17 
5. The qualifications, duties AND RESPONSIBILITIES, and THE 
18 
PARAMETERS OR GUIDELINES TO CONSIDER IN SETTING THE compensation, 
19 
of directors or trustees AND[,] officers [and employees), AS WELL AS THE 
20 
MAXIMUM 
NUMBER 
OF 
OTHER 
BOARD 
REPRESENTATIONS 
AN 
21 
INDEPENDENT DIRECTOR OR TRUSTEE MAY HAVE WHICH SHALL, IN NO 
22 
CASE, BE MORE THAN FIVE (5) OR SUCH OTHER NUMBER THE COMMISSION 
23 
MAY LATER PRESCRIBE; 
24 
xxx 
xxx 
xxx 
25 
9. In the case of stock corporations, the manner of issuing stock 
26 
certificates; [and) 
27 
10. THE TIME AND MANNER BY WHICH ACCURATE AND TIMELY 
28 
INFORMATION SHALL BE GIVEN TO STOCKHOLDERS OR MEMBERS ON 
29 
MATTERS AFFECTING THE CORPORATION, WHICH MAY INCLUDE BUT SHALL 
30 
NOT BE LIMITED TO THE PUBLICATION OF SUCH INFORMATION ON THE 
31 
CORPORATION'S WEBSITE; 
32 
11. A CODE OF ETHICS OR STANDARDS OF CONDUCT FOR THE 
33 
CORRECT, HONORABLE AND PROPER PERFORMANCE OF A CORPORATION'S 
34 
BUSINESS 
AND 
ITS 
DEALINGS, 
DIRECT 
OR 
INDIRECT, 
WITH 
THE 
26 


1 
GOVERNMENT AND ITS AGENCIES, AS WELL AS MECHANISMS TO ENFORCE 
2 
SUCH CODE OF ETHICS OR STANDARDS OF CONDUCT, WHICH SHALL 
3 
CONTAIN THE MINIMUM REQUIREMENTS THE COMMISSION MAY PROVIDE; 
4 
12. 
INTERNAL 
PROCEDURES 
TO 
PROVIDE 
AVENUES 
OF 
5 
COMMUNICATION BY, TO PROTECT THE IDENTITY AND SECURITY OF 
6 
TENURE/COMPENSATION OF, AND TO PROVIDE PROTECTION FROM 
7 
RETALIATION BEFORE AND AFTER EMPLOYMENT OF: (A) THOSE WHO 
8 
REPORT VIOLATIONS OF THE CORPORATION'S CODE OF ETHICS OR 
9 
STANDARDS 
OF 
CONDUCT, 
GRAFT 
AND 
CORRUPT 
PRACTICES, 
10 
IMPROPRIETIES IN MATTERS OF FINANCIAL REPORTING, OR OTHER 
11 
UNLAWFUL OR ILLEGAL CONDUCT COMMITTED BY THE CORPORATION OR 
12 
ANY OF ITS DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES OR AGENTS; (B) 
l3 
THOSE WHO REPORT INSTRUCTIONS OR PRESSURE FROM HIERARCHICAL 
14 
SUPERIORS TO COMMIT ANY OF THE ACTS IN (A); AND/OR (e) THOSE WHO 
15 
RAISE CONCERNS ABOUT THREATS OF OR POSSIBLE ACTS CONSTITUTING 
16 
ANY OF THE ACTS IN (A) ABOVE; 
17 
13.A SYSTEM, INCLUDING THE APPOINTMENT OF A COMPLIANCE 
18 
OFFICER, THAT WILL MONITOR COMPLIANCE WITH THE RULES AND 
19 
REGULATIONS ON GOOD CORPORATE GOVERNANCE; AND 
20 
[10) 14.Such other matters as may be necessary for the proper or 
21 
convenient transaction of its corporate business and affairs OR AS MAY BE 
22 
DEEMED NECESSARY BY THE COMMISSION FOR THE PROMOTION OF GOOD 
23 
GOVERNANCE AND/OR ITS POLICY AGAINST GRAFT AND CORRUPTION. 
24 
THE COMMISSION SHALL FORMULATE AND. MAKE AVAILABLE 
25 
SAMPLE BY-LAWS WITH THE FOREGOING REQUIREMENTS." 
26 
SECTION 31. 
Section 48 of the Code is hereby amended to read as follows: 
27 
Section 48. 
Amendment to by-laws. -
The board of directors or 
28 
trustees, by a majority vote thereof, and the owners of at least [a majority) 
29 
TWO-THIRDS (2/3) of the outstanding capital stock, or at least [a majority) 
30 
TWO-THIRDS (2/3) of the members of a non-stock corporation, at a regular 
31 
or special meeting duly called for the purpose, may amend or repeal any by-
32 
laws or adopt new by-laws. The owners of two-thirds (2/3) of the outstanding 
33 
capital stock or two-thirds (2/3) of the members in a non-stock corporation 
34 
may delegate to the board of directors or trustees the power to amend or 
35 
repeal any by-laws or adopt new by-laws: Provided, That any power 
36 
delegated to the board of directors or trustees to amend or repeal any by-
37 
laws or adopt new by-laws shall be considered as revoked whenever 
38 
stockholders owning or representing a majority ·of the outstanding capital 
27 


1 
stock or a majority of the members in non-stock corporations, shall so vote at 
2 
a regular or special meeting. 
3 
Whenever any amendment or new by-laws are adopted, such 
4 
amendment or new by-laws shall be attached to the original by-laws in the 
5 
office of the corporation, and a copy thereof, duly certified under oath by the 
6 
corporate secretary and a majority of the directors or trustees, INCLUDING 
7 
THE STOCKHOLDERS' OR MEMBERS' RESOLUTION ON THE DELEGATION OF 
8 
THE POWER TO AMEND OR ADOPT NEW BY-LAWS OR ON THE REVOCATION 
9 
OF SUCH DELEGATION, IF ANY, shall be filed with the [Securities and 
10 
Exchange] Commission the same to be attached to the original articles of 
11 
incorporation and original by-laws. 
12 
The amended or new by-laws shall only be effective upon the issuance 
13 
by the [Securities and Exchange] Commission of a certification that the same 
14 
are not inconsistent with this Code." 
15 
SECTION 32. 
Section 50 of the Code is hereby amended to read as follows: 
16 
"Sec. SO. Regular and special meetings oj stockholders or members. -
17 
Regular meetings of stockholders or members shall be held annually on a 
18 
date fixed in the by-laws, or if not so fixed, on any date in April of every year 
19 
as determined by the board of directors or trustees.: Provided, That written 
20 
notice of regular meetings shall be sent to all stockholders or members of 
21 
record at least [two (2)) THREE (3) weeks prior to the meeting, unless a 
22 
[different] LONGER period is required by the by-laws OR BY ANY RELEVANT 
23 
LAW OR REGULATION, AND IN SUCH A MANNER AS TO BE RECEIVED AT 
24 
LEAST FIVE DAYS BEFORE THE SCHEDULED MEETING. 
25 
AT EACH REGULAR MEETING OF STOCKHOLDERS OR MEMBERS, THE 
26 
BOARD OF DIRECTORS OR TRUSTEES SHALL, AMONG OTHERS, PRESENT TO 
27 
SUCH STOCKHOLDERS OR MEMBERS THE FOLLOWING: 
28 
a. 
THE MINUTES OF THE MOST RECENT 
REGULAR 
29 
MEETING WHICH SHALL INCLUDE, AMONG OTHERS: 
30 
31 
32 
33 
34 
35 
(i) 
A DESCRIPTION OF THE VOTING AND VOTE 
TABULATION PROCEDURES USED AND TO BE USED IN THE 
CURRENT MEETING, 
(ii) 
THE OPPORTUNITY GIVEN TO STOCKHOLDERS 
OR MEMBERS TO ASK QUESTIONS, AS WELL AS A RECORD OF 
THE QUESTIONS THEY ASKED AND THE ANSWERS RECEIVED, 
28 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
36 
(iii) 
THE MATTERS DISCUSSED AND RESOLUTIONS 
REACHED, 
(iv) 
A RECORD OF THE VOTING RESULTS FOR EACH 
AGENDA ITEM, AND 
(v) 
A LIST OF THE DIRECTORS OR TRUSTEES, 
OFFICERS 
AND 
STOCKHOLDERS 
OR 
MEMBERS 
WHO 
ATTENDED THE MEETING; 
b. 
A MEMBERS' LIST FOR NON-STOCK CORPORATIONS 
AND, FOR STOCK CORPORATIONS, MATERIAL INFORMATION ON THE 
CURRENT STOCK OWNERSHIP STRUCTURE AND VOTING RIGHTS, 
INCLUDING 
GROUP 
STRUCTURES, 
INTRA-GROUP 
RELATIONS, 
OWNERSHIP DATA, AND BENEFICIAL OWNERSHIP WITH SPECIFIC 
DISCLOSURES ON THE DIRECT AND INDIRECT STOCKHOLDINGS OF 
DIRECTORS AND OFFICERS; 
c. 
A 
DETAILED, 
DESCRIPTIVE, 
BALANCED 
AND 
COMPREHENSIBLE 
ASSESSMENT 
OF 
THE 
CORPORATION'S 
PERFORMANCE WHICH SHALL INCLUDE INFORMATION ON THE 
CHANGES IN THE CORPORATION OR ITS BUSINESS AND ITS 
STRATEGY; 
d. 
A FINANCIAL REPORT OF THE OPERATIONS OF THE 
CORPORATION FOR THE PRECEDING YEAR, WHICH SHALL INCLUDE 
FINANCIAL 
STATEMENTS 
DULY 
SIGNED 
AND 
CERTIFIED 
IN 
ACCORDANCE WITH THIS CODE AND THE RULES THE COMMISSION 
MAY PRESCRIBE, A STATEMENT ON THE ADEQUACY OF THE 
CORPORATION'S INTERNAL CONTROLS OR RISK MANAGEMENT 
SYSTEMS, AND A STATEMENT OF ALL EXTERNAL AUDIT AND NON-
AUDIT FEES; 
e. 
AN EXPLANATION OF THE DIVIDEND POLICY AND THE 
FACT OF PAYMENT OF DIVIDENDS OR THE REASONS FOR NON-
PAYMENT THEREOF; 
f. 
DIRECTOR 
OR TRUSTEE 
PROFILES WHICH SHALL 
INCLUDE, AMONG OTHERS, THEIR QUALIFICATIONS AND RELEVANT 
EXPERIENCE, LENGTH OF SERVICE IN THE CORPORATION, THE 
TRAININGS AND CONTINUING EDUCATION THEY ATTENDED, AND 
THE NUMBER OF THEIR BOARD REPRESENTATIONS IN OTHER 
CORPORATIONS; 
29 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20 
21 
22 
23 
g. 
A DIRECTOR OR TRUSTEE ATTENDANCE REPORT, 
INDICATING THE ATTENDANCE OF EACH DIRECTOR OR TRUSTEE AT 
EACH OF THE MEETINGS OF THE BOARD AND ITS COMMITTEES AND 
IN REGULAR OR SPECIAL STOCKHOLDER MEETINGS; 
h. 
A BOARD APPRAISAL OR PERFORMANCE REPORT AND 
THE STANDARDS OR CRITERIA AND PROCEDURE USED TO ASSESS 
THE BOARD; 
i. 
A 
DIRECTOR 
OR 
TRUSTEE 
APPRAISAL 
OR 
PERFORMANCE REPORT AND THE STANDARDS OR CRITERIA AND 
PROCEDURE USED TO ASSESS EACH DIRECTOR OR TRUSTEE; 
j. 
A DIRECTOR OR TRUSTEE COMPENSATION REPORT 
PREPARED IN ACCORDANCE WITH THIS CODE AND THE RULES THE 
COMMISSION MAY PRESCRIBE; 
k. 
DIRECTOR 
DISCLOSURES ON SelF-DEALINGS AND 
RelATED PARTY TRANSACTIONS; 
I. 
THE 
PROFILES 
OF 
DIRECTORS 
NOMINATED 
OR 
SEEKING elECTION OR RE-elECTION; 
m. 
THE COMPENSATION/BENEFITS OF EMPLOYEES WHO 
ARE IMMEDIATE FAMILY MEMBERS OF A DIRECTOR OR TRUSTEE OR 
ANY OFFICER OF THE CORPORATION OR WHOSE EMPLOYMENT WAS 
MADE WITH THEIR ENDORSEMENT; AND 
n. 
DETAILS OF THE ORIENTATION PROGRAM FOR NEW 
DIRECTORS. 
24 
ANY 
DIRECTOR, 
TRUSTEE, 
STOCKHOLDER 
OR 
MEMBER MAY 
25 
PROPOSE ANY OTHER MATTER FOR DISCUSSION OR INCLUSION IN THE 
26 
AGENDA AT ANY REGULAR MEETING OF STOCKHOLDERS OR MEMBERS. 
27 
SUBJECT TO THE RIGHT OF ANY MEMBER OR STOCKHOLDER TO 
28 
PROPOSE THE HOLDING OF SPECIAL MEETINGS AND THE ITEMS FOR 
29 
DISCUSSION IN THE AGENDA THEREOF, special meetings of stockholders or 
30 
members shall be held at any time deemed necessary or as provided in the 
31 
by-laws: Provided, however, That at least [one (1) week] written notice shall 
32 
be sent to all stockholders or members AT LEAST THREE (3) WEEKS PRIOR TO 
33 
THE MEETING, unless [otherwise] A LONGER PERIOD IS provided in the by-
34 
laws OR BY ANY RelEVANT LAW OR REGULATION, AND IN SUCH A MANNER 
35 
AS TO BE RECEIVED AT LEAST FIVE DAYS BEFORE THE SCHEDULED MEETING. 
30 


1 
Notice of any meeting may be waived, expressly or impliedly, by any 
2 
stockholder or member[.]; PROVIDED THAT GENERAL WAIVERS OF NOTICE 
3 
IN THE ARTICLES OF INCORPORATION OR THE BY-LAWS SHALL NOT BE 
4 
ALLOWED; PROVIDED, FURTHER, THAT ATTENDANCE AT A MEETING SHALL 
5 
CONSTITUTE A WAIVER OF NOTICE OF SUCH MEETING, EXCEPT WHEN THE 
6 
PERSON ATTENDS A MEETING FOR THE EXPRESS PURPOSE OF OBJECTING 
7 
AT THE BEGINNING OF THE MEETING, TO THE TRANSACTION OF ANY 
8 
BUSINESS 
BECAUSE THE 
MEETING 
IS NOT LAWFULLY 
CALLED 
OR 
9 
CONVENED. 
10 
Whenever, for any cause, there is no person authorized to call a 
11 
meeting, the [Securities and Exchange] Commission, upon petition of a 
12 
stockholder or member on a showing of good cause therefor, may issue an 
13 
order to the petitioning stockholder or member directing him to call a 
14 
meeting of the corporation by giving proper notice required by this Code or 
15 
by the by-laws. The petitioning stockholder or member shall preside thereat 
16 
until at least a majority of the stockholders or members present have chosen 
17 
one of their number as presiding officer. 
18 
UNLESS THE BY-LAWS PROVIDE FOR A LONGER PERIOD, THE STOCK 
19 
AND TRANSFER BOOK/MEMBERSHIP BOOK SHALL BE CLOSED AT LEAST 
20 
TWENTY (20) DAYS BEFORE THE SCHEDULED DATE OF THE MEETING. 
21 
IN CASE OF POSTPONEMENT OF STOCKHOLDERS' OR MEMBERS' 
22 
MEETINGS, WRITTEN NOTICE THEREOF AND THE REASON THEREFOR SHALL 
23 
BE SENT TO ALL STOCKHOLDERS OR MEMBERS OF RECORD AT LEAST TWO 
24 
(2) WEEKS PRIOR TO THE DATE OF THE MEETING, UNLESS A DIFFERENT 
25 
PERIOD IS REQUIRED BY THE BY-LAWS OR BY ANY RelEVANT LAW OR 
26 
REGULATION, AND IN SUCH A MANNER AS TO BE RECEIVED AT LEAST FIVE 
27 
DAYS BEFORE THE DATE OF THE MEETING." 
28 
SECTION 33. 
Section 51 of the Code is hereby amended to read as follows: 
29 
Sec. 51. Place and time of meetings of stockholders of members. -
30 
Stockholder's or member's meetings, whether regular or special, shall be held 
31 
in the PRINCIPAL OFFICE OF THE CORPORATION AS SET FORTH IN THE 
32 
ARTICLES OF INCORPORATION, OR, IF NOT PRACTICABLE, IN THE city or 
33 
municipality where the principal office of the corporation is located L and if 
34 
practicable in the principal office of the corporation]: Provided, That Metro 
35 
Manila shall, for purposes of this section, be considered a city or municipality. 
36 
WHEN ALLOWED BY THE BY-LAWS OR BY A MAJORITY OF THE 
37 
BOARD OF DIRECTORS OR TRUSTEES, ATTENDANCE AT REGULAR OR 
38 
SPECIAL MEETINGS MAY BE BY REMOTE COMMUNICATION AND VOTING 
31 


1 
MAY 
BE 
MADE 
IN ABSENTIA. 
WHEN 
ATIENDANCE 
BY 
REMOTE 
2 
COMMUNICATION IS ALLOWED, THE CORPORATION SHALL PROVIDE THE 
3 
STOCKHOLDER 
OR 
MEMBER, 
OR 
PROXY-HOLDER, 
A 
REASONABLE 
4 
OPPORTUNITY TO PARTICIPATE IN THE MEETING, TO HEAR OR SEE THE 
5 
PROCEEDINGS AS WELL AS BE HEARD OR SEEN BY OTHER STOCKHOLDERS 
6 
OR MEMBERS, AND TO CAST THEIR VOTE SUBSTANTIALLY CONCURRENTLY 
7 
WITH SUCH PROCEEDINGS. WHEN VOTING IN ABSENTIA, IS ALLOWED, THE 
8 
CORPORATION SHALL INSTITUTE REASONABLE MEASURES TO TIMELY 
9 
PROVIDE THE STOCKHOLDER OR MEMBER WITH INFORMATION ON THE 
10 
MATIERS TO BE TAKEN UP AT THE MEETING AND GIVE THEM A 
11 
REASONABLE OPPORTUNITY TO ASK QUESTIONS BEFORE CASTING THEIR 
12 
VOTES. THE COMMISSION SHALL PRESCRIBE THE MINIMUM STANDARDS OR 
13 
GUIDELINES TO MAKE ATIENDANCE BY REMOTE COMMUNICATION AND 
14 
VOTING IN ABSENTIA EFFICIENT AND ACCESSIBLE FORA FOR STOCKHOLDERS 
15 
OR MEMBERS. 
16 
Notice of meetings shall be in writing, and the time and place thereof 
17 
stated therein. EACH NOTICE OF MEETING SHALL FURTHER STATE OR BE 
18 . 
ACCOMPANIED BY THE FOLLOWING: 
19 
20 
21 
22 
23 
24 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
36 
37 
(A) 
(B) 
(e) 
(D) 
(E) 
(F) 
THE AGENDA FOR THE MEETING; 
A PROXY FORM; 
WHEN 
ATIENDANCE 
IS 
ALLOWED 
BY 
REMOTE 
COMMUNICATION, 
THE 
FACT 
THEREOF 
AND 
THE 
REQUIREMENTS AND PROCEDURES TO BE FOLLOWED WHEN 
A STOCKHOLDER OR MEMBER ELECTS SUCH OPTION; 
WHEN VOTING IS ALLOWED IN ABSENTIA, THE FACT 
THEREOF AND THE REQUIREMENTS AND PROCEDURES TO BE 
FOLLOWED WHEN A STOCKHOLDER OR MEMBER ELECTS 
SUCH OPTION; 
WHEN THE MEETING IS FOR THE ELECTION OF DIRECTORS 
OR TRUSTEES, THE REQUIREMENTS AND PROCEDURE FOR 
NOMINATING AND THE CURRICULUM VITAE OR OTHER 
RELEVANT INFORMATION OF THOSE ALREADY NOMINATED 
INCLUDING, BUT NOT LIMITED TO, SUCH NOMINEES' OTHER 
EXECUTIVE 
FUNCTIONS 
OR 
MEMBERSHIP 
IN 
OTHER 
BOARDS; 
OTHER EXPLANATORY MATERIALS OR A STATEMENT THAT 
SUCH 
EXPLANATORY MATERIALS ARE 
AVAILABLE 
FOR 
32 


1 
2 
3 
4 
5 
6 
7 
8 
(G) 
INSPECTION 
DURING 
OFFICE 
HOURS 
AT 
THE 
CORPORATION'S PRINCIPAL OFFICE AND/OR ONLINE AT THE 
CORPORATION'S WEBSITE, OR THAT SOFT COPIES THEREOF 
MAY BE SENT TO A STOCKHOLDER OR MEMBER UPON HIS 
REQUEST; AND 
THE PROCEDURE FOR MAKING INQUIRIES OR SOLICITING 
ADDITIONAL INFORMATION ABOUT THE AGENDA ITEMS 
BEFORE THE MEETING. 
9 
WHEN ALLOWED BY THE BY-LAWS OF THE CORPORATION, NOTICES 
10 
OF MEETING MAY BE SENT ELECTRONICALLY, PROVIDED THAT THE SAME IS 
11 
DONE IN ACCORDANCE WITH THE RULES OF THE COMMISSION AND, 
12 
PROVIDED FURTHER, THAT ANY STOCKHOLDER OR MEMBER MAY, AT ANY 
13 
TIME, OPT OUT OF RECEIVING NOTICE BY ELECTRONIC COMMUNICATION 
14 
AND REQUEST THAT WRITIEN NOTICE BE SENT IN A TRADITIONAL 
15 
MANNER, I.E. BY PERSONAL SERVICE, BY POST OR BY COURIER. 
16 
All proceedings had and any business transacted at any meeting ofthe 
17 
stockholders or members, if within the powers or authority of the 
18 
corporation, shall be valid even if the meeting be improperly held or called, 
19 
provided all the stockholders or members of the corporation are present or 
20 
duly represented at the meeting ANDNONE OF THEM EXPRESSLY STATE AT 
21 
THE 
BEGINNING OF THE 
MEETING THAT THE 
PURPOSE OF THEIR 
22 
ATIENDANCE IS TO OBJECT TO THE TRANSACTION OF ANY BUSINESS 
23 
BECAUSE THE MEETING IS NOT LAWFULLY CALLED OR CONVENED." 
24 
SECTION 34. 
Section 53 of the Code is hereby amended to read as follows: 
25 
"Sec. 53. Regular and special meetings of directors or trustees. -
26 
Regular meetings of the board of directors or trustees of every corporation 
27. 
shall be held monthly, unless the by-laws provide otherwise. 
28 
Special meetings of the board of directors or trustees may be held at 
29 
any time upon the call of the president or as provided in the by-laws. 
30 
Meetings of directors or trustees of corporations may be held 
31 
anywhere in or outside of the Philippines, unless the by-laws provide 
32 
otherwise. Notice of regular or special meetings stating the date, time and 
33 
place of the meeting must be sent to every director or trustee at least [one 
34 
(1) day) FIVE (5) DAYS prior to the scheduled meeting, unless [otherwise) A 
35 
LONGER TIME IS provided by the by-laws. A director or trustee may waive 
36 
this requirement, either expressly or impliedly. 
33 


1 
DIRECTORS OR TRUSTEES CANNOT ATTEND OR VOTE BY PROXY AT 
2 
BOARD MEETINGS; HOWEVER, WHEN ALLOWED BY THE BY-LAWS, THEY 
3 
CAN ATTEND BOARD MEETINGS THROUGH REMOTE COMMUNICATION 
4 
SUCH 
AS 
VIDEOCONFERENCING, 
TELECONFERENCING 
OR 
OTHER 
5 
TECHNOLOGY THAT ALLOWS THEM A REASONABLE OPPORTUNITY TO 
6 
PARTICIPATE. 
7 
SECTION 35. 
Section 58 of the Code is hereby amended to read as follows: 
8 
Sec. 58. MANNER OF VOTING; Proxies. - Stockholders and members 
9 
may vote in person, IN ABSENTIA or by proxy in all meetings of stockholders 
10 
or members. 
VOTING 
DONE 
WHEN 
ATTENDANCE 
IS 
BY 
REMOTE 
11 
COMMUNICATION SHALL BE EQUIVALENT TO VOTING IN PERSON. 
A 
12 
STOCKHOLDER OR MEMBER MAY VOTE WITHOUT ATTENDING THE 
13 
MEETING FOR AS LONG AS THE VOTE IS CAST AND RECEIVED ON OR BEFORE 
14 
THE TALLY OF VOTES IS COMPLETED AT THE MEETING, AND THE VOTE IS 
15 
MADE IN ACCORDANCE WITH THE CORPORATION'S REQUIREMENTS AND 
16 
PROCEDURES 
FOR VOTING IN ABSENTIA. THE 
COMMISSION SHALL 
17 
PRESCRIBE THE MINIMUM STANDARDS AND GUIDELINES FOR VOTING 
18 
WHEN ATTENDANCE IS DONE BY REMOTE COMMUNICATION OR WHEN 
19 
VOTING IS IN ABSENTIA. 
20 
Proxies shall be in writing, signed by the stockholder or member and 
21 
filed before the scheduled meeting with the corporate secretary. Unless 
22 
otherwise provided in the proxy, it shall be valid only for the meeting for 
23 
which it is intended. No proxy shall be valid and effective for a period longer 
24 
than five (5) years at anyone time." 
25 
SECTION 36. 
Section 59 of the Code is hereby amended to read as follows: 
26 
Section 59. 
Voting Trusts. -One or more stockholders of a stock 
27 
corporation may create a voting trust for the purpose of conferring upon a 
28 
trustee or trustees the right to vote and other rights pertaining to the shares 
29 
for a period not exceeding five (5) years at any time: Provided, That in the 
30 
case of a voting trust specifically required as a condition in a loan agreement, 
31 
said voting trust may be for a period exceeding five (5) years but shall 
32 
automatically expire upon full payment of the loan. A voting trust agreement 
33 
must be in writing and notarized, and shall specify the terms and conditions 
34 
thereof. A certified copy of such agreement shall be filed with the corporation 
35 
and with the [Securities and Exchange] Commission [; otherwise, said 
36 
agreement is ineffective and unenforceable] AND SHALL BE EFFECTIVE AND 
37 
ENFORCEABLE ONLY UPON APPROVAL THEREOF BY THE COMMISSION. The 
38 
certificate or certificates of stock covered by the voting trust agreement shall 
39 
be cancelled and new ones shall be issued in the name of the trustee or 
34 


1 
trustees stating that they are issued pursuant to said agreement. In the books 
2 
of the corporation, it shall be noted that the transfer in the name of the 
3 
trustee or trustees is made pursuant to said voting trust agreement. 
4 
SECTION 37. 
Section 61 of the Code is hereby amended to delete "Securities 
5 
and Exchange" from "Securities and Exchange Commission". 
6 
SECTION 38. 
Section 62 ofthe Code is hereby amended to read as follows: 
7 
"Sec.62. Consideration for stocks. - Stocks shall not be issued for a 
8 
consideration less than the par or issued price thereof. Consideration for the 
9 
issuance of stock may be any or a combination of any two or more of the 
10 
following: 
11 
1. 
Actual cash paid to the corporation; 
12 
2. 
Property, tangible or intangible, actually received by the 
13 
corporation and necessary or convenient for its use and lawful purposes at a 
14 
fair valuation equal to the par or issued value ofthe stock issued; 
15 
16 
17 
18 
19 
20 
21 
22 
3. 
Labor performed for or services actually rendered to the 
corporation; 
4. 
Previously incurred indebtedness of the corporation; 
5. 
Amounts transferred from unrestricted retained earnings to 
stated capital; [and) 
6. 
Outstanding shares exchanged for stocks in the event of 
reclassification or conversion[.]; 
7. 
SHARES OF STOCK OF ANOTHER CORPORATION; AND 
23 
8. 
SUCH 
OTHER 
FORM 
OF 
CONSIDERATION 
THAT 
THE 
24 
COMMISSION MAY DETERMINE TO BE ACCEPTABLE SUBJECT TO THE 
25 
PROVISIONS OF THE CODE. 
26 
Where the consideration is other than actual cash, or consists of 
27 
intangible property such as patents of copyrights, the valuation thereof shall 
28 
initially be determined by the incorporators or the board of directors, WHO 
29 
SHALL 
THEN 
SUBMIT 
SUCH 
DETERMINATION, 
WITH 
SUPPORTING 
30 
DOCUMENTS AS THE COMMISSION MAY PRESCRIBE, FOR THE [subject to) 
31 
approval[by) OF the [Securities and Exchange] Commission. 
35 


1 
xxx xxx xxx" 
2 
SECTION 39. 
Section 63 of the Code is hereby amended to read as follows: 
3 
"Sec. 63. Certificate of stock and transfer of shares. - The capital stock 
4 
of stock corporations shall be divided into shares for which certificates signed 
5 
by the president or vice president, countersigned by the secretary or 
6 
assistant secretary, and sealed with the seal ofthe corporation shall be issued 
7 
in accordance with the by-laws. Shares of stock so issued are personal 
8 
property and may be transferred by delivery of the certificate or certificates 
9 
indorsed by the owner or his attorney-in-fact or other person legally 
10 
authorized to make the transfer. No transfer, however, shall be valid, except 
11 
as between the parties, until the transfer is recorded in the books of the 
12 
corporation so as to show the names of the parties to the transaction, the 
13 
date of the transfer, the number of the certificate or certificates and the 
14 
number 
of shares 
transferred; 
THE 
COMMISSION 
MAY 
REQUIRE 
15 
CORPORATIONS WHOSE SECURITIES ARE TRADED IN AN EXCHANGE OR 
16 
OTHER AUTHORIZED TRADING MARKETS TO ISSUE ITS SECURITIES OR 
17 
SHARES OF STOCKS IN UNCERTIFICATED OR SCRIPLESS FORM BY VIRTUE OF, 
18 
AND IN ACCORDANCE WITH, THE RULES OF THE COMMISSION. 
19 
xxx 
xxx 
xxx" 
20 
SECTION 40. 
Section 74 of the Code is hereby amended to read as follows: 
21 
"Sec. 74. Books to be kept; stock transfer agent. - Every corporation 
22 
shall keep and carefully preserve at its principal office ALL INFORMATION 
23 
RELATIVE TO THE CORPORATION INCLUDING, BUT NOT LIMITED TO: (a) THE 
24 
ARTICLES OF INCORPORATION AND BY-LAWS OF THE CORPORATION AND 
25 
ALL THEIR AMENDMENTS, (b) THE CURRENT OWNERSHIP STRUCTURE AND 
26 
VOTING 
RIGHTS 
OF 
THE 
CORPORATION, 
INCLUDING 
LISTS 
OF 
27 
STOCKHOLDERS 
OR 
MEMBERS, 
GROUP 
STRUCTURES, 
INTRA-GROUP 
28 
RELATIONS, OWNERSHIP DATA, AND BENEFICIAL OWNERSHIP, (e) THE 
29 
NAMES AND ADDRESSES OF ALL THE MEMBERS OF THE BOARD OF 
30 
DIRECTORS OR TRUSTEES AND OF THE EXECUTIVE OFFICERS, (d) a record of 
31 
all business transactions, (e) A RECORD OF THE RESOLUTIONS OF THE 
32 
BOARD OF DIRECTORS OR TRUSTEES AND OF THE STOCKHOLDERS OR 
33 
MEMBERS, (f) COPIES OF THE LATEST REPORTORIAL REQUIREMENTS 
34 
SUBMITTED TO THE COMMISSION, and (g) THE minutes of all meetings of 
35 
stockholders or members, or of the board of directors or trusteesL). SUCH 
36 
MINUTES [in which) shall [be) set forth in detail, AMONG OTHERS: the time 
37 
and place of holding the meeting, how authorized, the notice given, THE 
38 
AGENDA THEREFOR, whether the meeting was regular or special, if special its 
39 
object, those present and absent, THE VOTING AND VOTE TABULATION 
36 


1 
PROCEDURES USED AND THE RESULTS OF ALL VOTING DONE, THE 
2 
OPPORTUNITY 
GIVEN 
TO 
STOCKHOLDERS 
OR 
MEMBERS 
TO 
ASK 
3 
QUESTIONS, AS WELL AS A RECORD OF THE QUESTIONS THEY ASKED AND 
4 
THE ANSWERS RECEIVED, and every act done or ordered done at the 
5 
meeting. Upon the demand of any director, trustee, stockholder or member, 
6 
the time when any director, trustee, stockholder or member entered or left 
7 
the meeting must be noted in the minutes; and on a similar demand, the yeas 
8 
and nays must be taken on any motion or proposition, and a record thereof 
9 
carefully made. The protest of any director, trustee, stockholder or member 
10 
on any action or proposed action must be recorded in full on his demand. 
11 
The FOREGOING records SHALL BE RETAINED FOR SUCH PERIODS AS 
12 
THE COMMISSION MAY PRESCRIBE 
BY RULE AND, [of all business 
13 
transactions of the corporation and the minutes of any meetings] 
14 
REGARDLESS OF THE FORM IN WHICH THEY ARE STORED, shall be open to 
15 
inspection by any director, trustee, stockholder or member of the 
16 
corporation, IN PERSON OR BY COUNSEL OR OTHER REPRESENTATIVE 
17 
POSSESSING AND EXHIBITING DUE AUTHORITY, at reasonable hours on 
18 
business days and he may demand, in writing, for [a copy of] COPIES of SUCH 
19 
RECORDS OR excerpts from said records [or minutes,] at his expense. THE 
20 
INSPECTING OR REPRODUCING PARTY UNDER THIS SECTION SHALL REMAIN 
21 
BOUND BY CONFIDENTIALITY UNDER PREVAILING LAWS. 
22 
IF A REQUEST FOR INSPECTION AND/OR REPRODUCTION IS DENIED, 
23 
THE AGGRIEVED PARTY MAY REPORT THE DENIAL TO THE COMMISSION. 
24 
WITHIN FIVE (5) DAYS FROM RECEIPT OF SUCH REPORT, THE COMMISSION 
25 
SHALL CONDUCT A SUMMARY INVESTIGATION AND ISSUE AN ORDER 
26 
EITHER 
DIRECTING THE 
INSPECTION/REPRODUCTION 
REQUESTED 
OR 
27 
FINDING THAT THE REQUESTING PARTY, NOT BEING A STOCKHOLDER OR 
28 
MEMBER OF RECORD, IS NOT ENTITLED TO THE RIGHT. 
29 
Any officer or agent of the corporation who shall refuse to allow [any 
30 
director, trustee, stockholder or member of the corporation to examine 
31 
and/OR copy excerpts from its records or minutes,] THE INSPECTION 
32 
AND/OR REPRODUCTION OF RECORDS in accordance with the provisions of 
33 
this Code, shall be liable to such director, trustee, stockholder or member for 
34 
damages, and in addition, shall be guilty of an offense which shall be 
35 
punishable under Section 163 of this Code: Provided, That if such refusal is 
36 
made pursuant to a resolution or order of the board of directors or trustees, 
37 
the liability under this section for such action shall be imposed upon the 
38 
directors or trustees who voted for such refusal: and [Provided, further, That 
39 
it shall be a defense to any action under this section that the person 
40 
demanding to examine and copy excerpts from the corporation's records and 
41 
minutes has improperly used any information secured through any prior 
37 


1 
examination of the records or minutes of such corporation or of any other 
2 
corporation, or was not acting in good faith or for a legitimate purpose in 
3 
making his demand.] 
4 
THE DIRECTOR, TRUSTEE, STOCKHOLDER OR MEMBER WHOSE RIGHT 
5 
TO INSPECTION AND/OR REPRODUCTION OF RECORDS WAS DENIED MAY 
6 
FILE, BEFORE A COURT OF COMPETENT JURISDICTION, AN ACTION TO 
7 
COMPEL INSPECTION OF CORPORATE RECORDS SHOWING THAT, DESPITE 
8 
THE LAPSE OF FIVE (5) DAYS FROM RECEIPT OF HIS WRITTEN REQUEST OR 
9 
DEMAND AND DESPITE HAVING BEEN ORDERED BY THE COMMISSION TO 
10 
DO SO, THE CORPORATION, OR AN OFFICER OR AGENT THEREOF, REFUSED 
11 
TO ALLOW THE INSPECTION AND/OR REPRODUCTION OR FAILED TO REPLY 
12 
TO THE WRITTEN REQUEST OR DEMAND OR THE ORDER OF THE 
13 
COMMISSION. THE COURT MAY, AFTER SUMMARY PROCEEDINGS, ORDER 
14 
THE CORPORATION TO PERMIT THE INSPECTION AND/OR REPRODUCTION 
15 
OR ISSUE ANY SUCH OTHER OR FURTHER RELIEF AS IT MAY DEEM JUST AND 
16 
PROPER. 
17 
Stock corporations must also keep a book to be known as the "stock 
18 
and transfer book", in which must be kept a record of all stocks in the names 
19 
of the stockholders alphabetically arranged; the installments paid and unpaid 
20 
on all stock for which subscription has been made, and the date of payment 
21 
of any installment; a statement of every alienation, sale or transfer of stock 
22 
made, the date thereof, and by and to whom made; and such other entries as 
23 
the by-laws may prescribe. The stock and transfer book shall be kept in the 
24 
principal office of the corporation or in the office of its stock transfer agent 
25 
and shall be open for inspection by any director or stockholder of the 
26 
corporation at reasonable hours on business days. 
27 
No stock transfer agent or one engaged principally in the business of 
28 
registering transfers of stocks in behalf of a stock corporation shall be 
29 
allowed to operate in the Philippines unless he secures a license from the 
30 
[Securities and Exchange] Commission and pays a fee as may be fixed by the 
31 
Commission, which shall be renewable annually: Provided, That a stock 
32 
corporation is not precluded from performing or making transfers of its own 
33 
stocks, in which case all the rules and regulations imposed on stock transfer 
34 . 
agents, except the payment of a license fee herein provided, shall be 
35 
applicable[.]; PROVIDED, FURTHER, THAT THE COMMISSION MAY REQUIRE 
36 
AN 
INDEPENDENT 
TRANSFER 
AGENT 
IN 
THE 
CASE 
OF 
STOCK 
37 
CORPORATIONS WHICH TRANSFER AND/OR TRADE STOCKS IN SECONDARY 
38 
MARKETS." 
39 
SECTION 41. 
Section 75 of the Code is hereby amended to read as follows: 
38 


1 
"Sec. 75. Right to financial statements. - Within ten (10) days from 
2 
receipt of a written request of any stockholder or member, the corporation 
3 
shall furnish to him its most recent financial statement, IN THE FORM AND 
4 
SUBSTANCE 
OF 
THE 
FINANCIAL 
REPORTING 
REQUIRED 
BY 
THE 
5 
COMMISSION, [which shall include a balance sheet as of the end of the last 
6 
taxable year and a profit or loss statement for said taxable year, showing in 
7 
reasonable detail its assets and liabilities and the result of its operations.] 
8 
At the regu lar meeting of stockholders or members, the board of 
9 
directors or trustees shall present to such stockholders or members a 
10 
financial report of the operations of the corporation for the preceding year, 
11 
which shall include financial statements, duly signed and certified [by an 
12 
independent certified public accountant] IN ACCORDANCE WITH THIS CODE 
13 
AND THE RULES THE COMMISSION MAY PRESCRIBE. 
14 
However, if the [paid-up capital] TOTAL ASSETS OR TOTAL LIABILITIES 
15 
of the corporation (is] ARE less than (PSO,ODD.DO] P500,000.00 OR SUCH 
16 
HIGHER AMOUNT AS MAY BE LATER SET BY THE COMMISSION, the financial 
17 
statements may be certified under oath by the CORPORATION'S INTERNAL 
18 
AUDITOR (treasurer or any responsible officer of the corporation], AND 
19 
SHALL BE ACCOMPANIED BY THE FURTHER CERTIFICATION BY THE 
20 
CORPORATION'S OFFICERS AS REQUIRED UNDER SECTION 180 OF THIS 
21 
CODE. 
22 
SECTION 42. 
Section 77 of the Code is hereby amended to read as follows: 
23 
Sec. 77. Stockholder's or member's approval. - Upon approval by 
24 
majority vote of each of the board of directors or trustees of the constituent 
2S 
corporations of the plan of merger or consolidation, the same shall be 
26 
submitted for approval by the stockholders or members of each of such 
27 
corporations at separate corporate meetings duly called for the purpose. 
28 
Notice of such meetings shall be given to all stockholders or members of the 
29 
respective corporations IN THE SAME MANNER AS NOTICE OF REGULAR OR 
30 
SPECIAL MEETINGS UNDER SECTION 51. [, at least two (2) weeks prior to the 
31 
date of the meeting, either personally or by registered maiL] Said notice shall 
32 
state, IN ADDITION TO THE REQUIREMENTS FOR NOTICE OF REGULAR OR 
33 
SPECIAL MEETINGS UNDER SECTION 51, the purpose of the meeting and 
34 
shall include a copy or a summary of the plan of merger or consolidation. 
3S 
xxx xxx xxx" 
36 
SECTION 43. 
Section 78 of the Code is hereby amended to read as follows: 
39 


1 
"Sec. 78. Articles of merger or consolidation. - After the approval by 
2 
the stockholders or members as required by the preceding section, articles of 
3 
merger or articles of consolidation shall be executed by each of the 
4 
constituent corporations, to be signed by the president or vice-president and 
5 
certified by the secretary or assistant secretary of each corporation setting 
6 
forth: 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20 
21 
22 
1. 
The plan of the merger or the plan of consolidation; 
2. 
As to stock corporations, the number of shares 
outstanding, or in the case of non-stock corporations, the number of 
members; [and] 
3. 
As to each corporation, the number of shares or 
members voting for and against such plan, respectively[.]; 
4. 
THE CARRYING AMOUNTS AND FAIR VALUES OF THE 
ASSETS AND LIABILITIES OF THE RESPECTIVE COMPANIES AS OF CUT-
OFF DATE AGREED BY THE PARTIES; 
S. 
THE METHOD THAT WILL BE USED IN THE MERGER OR 
CONSOLIDATION OF ACCOUNTS OF THE COMPANIES; 
6. 
THE PROVISIONAL OR PRO-FORMA VALUES, 
AS 
MERGED OR CONSOLIDATED, USING THE ACCOUNTING METHOD; 
AND 
7. 
SUCH OTHER INFORMATION AS MAY BE PRESCRIBED 
BY THE COMMISSION. 
23 
SECTION 44. 
Section 79 of the Code is hereby amended to read as follows: 
24 
"Sec. 79. Effectivity of merger or consolidation. - The articles of 
25 
merger or of consolidation, signed and certified as herein above required, 
26 
shall be sUbmitted to the [Securities and Exchange] Commission in 
27 
quadruplicate for its approval: Provided, That in the case of merger or 
28 
consolidation of banks or banking institutions, building and loan aSSOCiations, 
29 
trust 
companies, 
insurance 
companies, 
public 
utilities, 
educational 
30 
institutions and other special corporations governed by special laws, the 
31 
favorable recommendation of the appropriate government agency shall first 
32 
be obtained[.]; PROVIDED, FURTHER, THAT THE SUBMISSION OF ARTICLES 
33 
OF MERGER OR CONSOLIDATION, IN THE FORM OF AN ELECTRONIC 
34 
DOCUMENT, 
SHALL 
BE 
IN 
ACCORDANCE 
WITH 
THE 
RULES 
AND 
35 
REGULATIONS OF THE COMMISSION ON THE USE OF ELECTRONIC DATA 
40 


I 
MESSAGES. If the Commission is satisfied that the merger or consolidation of 
2 
the corporations concerned is not inconsistent with the provisions of this 
3 
Code and existing laws, it shall issue a certificate of merger or of 
4 
consolidation, at which time the merger or consolidation shall be effective. 
5 
If, upon investigation, the [Securities and Exchange] Commission has 
6 
reason to believe that the proposed merger or consolidation is contrary to or 
7 
inconsistent with the provisions of this Code or existing laws, it shall set a 
8 
hearing to give the corporations concerned the opportunity to be heard. 
9 
Written notice of the date, time and place of hearing shall be given to each 
10 
constituent corporation at least two (2) weeks before said hearing. The 
II 
Commission shall thereafter proceed as provided in this Code." 
12 
SECTION 45. 
A new provision is inserted in the Code as Section 81 as follows: 
13 
SEC. 81. 
DE FACTO MERGERS. -
A SALE OF THE ASSETS OF A 
14 
CORPORATION, WHETHER EFFECTUATED THROUGH A SINGLE OR A SERIES 
15 
OF TRANSACTIONS, SHALL BE DEEMED A DE FACTO MERGER AND TREATED 
16 
AS A MERGER OR CONSOLIDATION UNDER THIS CODE WHEN THE BUYER 
17 
AND SELLER CORPORATIONS ENGAGE IN THE SAME OR SIMILAR BUSINESS, 
18 
WHETHER WHOLE OR IN PART, AND THE TRANSACTION IS COUPLED WITH 
19 
OR RESULTS IN ANY, SOME, OR ALL OF THE FOLLOWING OR OTHER SIMILAR 
20 
CIRCUMSTANCES: 
21 
1. 
THE SALE IS OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF 
22 
THE CORPORATION. 
A SALE SHALL BE DEEMED TO BE OF ALL OR 
23 
SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION WHEN: 
24 
25 
26 
27 
28 
29 
30 
31 
a. 
AT LEAST EIGHTY PERCENT (80%) OF THE SELLER 
CORPORATION'S ASSETS ARE INCLUDED IN THE SALE, 
b. 
THE SELLER CORPORATION IS LEFT WITH ONLY BAD OR 
TOXIC ASSETS OR MASSIVE LIABILITIES, 
c. 
THE REMAINING ASSETS ARE NOT SUFFICIENT FOR 
THE CONTINUATION OF THE SELLER CORPORATION'S ORDINARY 
OPERATIONS, OR 
d. 
UNDER 
CIRCUMSTANCES 
CONGRUOUS 
TO 
THE 
32 
FOREGOING. 
33 
2. 
THE TRANSACTION RESULTS IN THE CESSATION OF THE 
34 
ORDINARY BUSINESS OF THE SELLER CORPORATION. 
SUCH CESSATION 
35 
SHALL BE DEEMED TO EXIST DESPITE THE NON-DISSOLUTION OF THE SELLER 
36 
CORPORATION WHEN: 
37 
38 
a. 
THE SELLER CORPORATION BECOMES MERELY A SHELL 
CORPORATION, 
41 


1 
2 
3 
4 
5 
6 
b. 
THE SELLER CORPORATION HAS NO OPERATIONS 
WHICH ARE BY THEMSELVES ECONOMICALLY VIABLE, 
c. 
THE SELLER CORPORATION IS RENDERED INCAPABLE 
OF DOING BUSINESS EXCEPT THROUGH THE BUYER CORPORATION, 
OR 
d. 
UNDER 
CIRCUMSTANCES 
CONGRUOUS 
TO 
THE 
7 
FOREGOING. 
8 
3. 
THERE IS AN INTEGRATION OF THE SelLER CORPORATION'S 
9 
PRODUCTIVE ASSETS AND OPERATIONS INTO THE BUYER CORPORATION'S 
10 
OWN BUSINESS OR A CONTINUITY OF THE SelLER CORPORATION'S 
11 
BUSINESS IN THE BUSINESS OF THE BUYER CORPORATION. 
SUCH 
12 
INTEGRATION OR CONTINUITY SHAll BE DEEMED TO EXIST WHEN THE 
13 
BUYER CORPORATION, WHETHER WHOLLY OR IN PART, CONTINUES THE 
14 
SelLER 
CORPORATION'S 
BUSINESS 
IN 
TERMS 
OF 
MANAGEMENT, 
15 
PERSONNel, 
PHYSICAL 
LOCATION, 
ASSETS, 
PROCESS, 
TECHNOLOGY 
16 
ACTIVITIES, OR GENERAL BUSINESS OPERATIONS, OR INTEGRATES AND 
17 
COMBINES THESE ASPECTS WITH ITS OWN BUSINESS MODel, WHETHER OR 
18 
NOT THERE IS A COMPLETE IDENTITY OR UNIFORMITY IN EVERY MATERIAL 
19 
CHARACTERISTIC. 
20 
4. 
THERE IS AN ASSUMPTION BY THE BUYER CORPORATION OF 
21 
THE SelLER CORPORATION'S LIABILITIES WHICH WOULD ORDINARILY BE 
22 
NECESSARY 
TO 
CONTINUE 
THE 
SELLER 
CORPORATION'S 
BUSINESS 
23 
OPERATIONS WITHOUT INTERRUPTION. 
24 
s. 
THE 
BUYER 
CORPORATION 
PAYS 
FOR 
THE 
SelLER 
25 
CORPORATION'S ASSETS WITH SHARES OF ITS OWN STOCK. 
26 
6. 
UNDER THE TERMS OF THE SALE OF THE ASSETS, THE SELLER 
27 
CORPORATION IS PROHIBITED BY THE BUYER CORPORATION FROM 
28 
CONTINUING OR ENGAGING IN THE SAME OR SIMILAR BUSINESS. 
29 
THIS PROVISION SHALL APPLY WHETHER THE BUYER CORPORATION 
30 
CARRIES OUT THE WHOLE OR A PART OF THE TRANSACTION OR SERIES OF 
31 
TRANSACTIONS IN ITS OWN NAME OR THROUGH ANY OF ITS WHOLLY 
32 
OWNED AND CONTROLLED SUBSIDIARIES OR OTHER RelATED PARTIES. 
33 
SECTION 46. 
Section 81 of the Code is hereby Section 82 and amended to read 
34 
as follows: 
35 
Sec.[81)82. 
Instances 
of appraisal 
right; 
REMEDY 
AGAINST 
36 
OPPRESSIVE ACTS. - Any stockholder of a corporation shall have the right to 
37 
dissent and demand payment of the fair value of his shares in the following 
38 
instances: 
42 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 
27 
1. 
In case any amendment to the articles of incorporation 
has the effect of changing or restricting the rights of any stockholder 
or class of shares, or of authorizing preferences in any respect 
superior to those of outstanding shares of any class, or of extending or 
shortening the term of corporate eXistence; 
2. 
In case of sale, lease, exchange, transfer, mortgage, 
pledge or other disposition of all or substantially all of the corporate 
property and assets as provided in the Code; [and] 
3. 
In case of merger or consolidation WHETHER DE JURE 
OR DE FACTO[.]; 
4. 
WHEN 
THE 
CORPORATION 
SUBMITS 
FALSE 
OR 
INACCURATE 
FINANCIAL 
STATEMENTS 
AND/OR 
REPORTORIAL 
REQUIREMENTS OR WHEN THEY CONTAIN MISSTATEMENTS OR 
MISREPRESENTATIONS; 
5. 
WHEN THE CORPORATION REFUSES TO HOLD THE 
REGULAR MEETINGS OF STOCKHOLDERS OR UNDULY PREVENTS ANY 
STOCKHOLDER FROM PARTICIPATING IN MEETINGS HELD; 
6. 
WHEN STOCKHOLDERS REPRESENTING A MAJORITY 
APPOINT THEIR NOMINEES AS DIRECTORS, WITHOUT HOLDING 
ElECTIONS; 
7. 
WHEN 
DIRECTORS 
AUTHORIZE 
PAYMENTS 
TO 
ENTITIES RELATED TO THEM OR OTHERWISE ENGAGE IN RELATED 
PARTY TRANSACTIONS; AND 
8. 
IN 
INSTANCES 
WHEN 
THE 
CORPORATION 
IS 
VIOLATING THE PROVISIONS OF THIS CODE, ITS RULES, OR OTHER 
LAWS." 
SECTION 47. 
Sections 82 and 83 of the Code are hereby renumbered as Sections 
28 
83 and 84, respectively. 
29 
SECTION 48. 
Section 84 of the Code is hereby renumbered as Section 85 and 
30 
amended to delete "Securities and Exchange" from "Securities and Exchange Commission" 
31 
in each instance. 
32 
SECTION 49. 
Sections 85 to 88 of the Code are hereby renumbered as Sections 
33 
86 to 89 accordingly. 
43 


1 
SECTION 50. 
Section 89 of the Code is hereby renumbered as Section 90 and 
2 
amended to read as follows: 
3 
"Sec. [89]90. Right to vote. -EXCEPT AS OTHERWISE PROVIDED IN 
4 
THIS CODE, the right of the members of any class or classes to vote may be 
5 
limited, broadened or denied to the extent specified in the articles of 
6 
incorporation or the by-laws. Unless so limited, broadened or denied, each 
7 
member, regardless of class, shall be entitled to one vote. 
8 
[Unless otherwise provided in the articles of incorporation or the by-
9 
laws,) A member may vote IN PERSON, IN ABSENTIA, OR by proxy in 
10 
accordance with the provisions of this Code. 
11 
[Voting by mail or other similar means by members of non-stock 
12 
corporations may be authorized by the by-laws of non-stock corporations 
13 
with the approval of, and under such conditions which may be prescribed by, 
14 
the Securities and Exchange Commission.]" 
15 
SECTION 51. 
Sections 90 and 91 of the Code are hereby renumbered as Sections 
16 
91 and 92, respectively. 
17 
SECTION 52. 
Section 92 of the Code is hereby renumbered as Section 93 and 
18 
amended to read as follows: 
19 
"Sec. [92)93. Election and term of trustees.-[Unless otherwise 
20 
provided in the articles of incorporation or the by-laWS,]The board of trustees 
21 
of non-stock corporations SHALL BE IN SUCH NUMBER AS MAY BE FIXED IN 
22 
THE ARTICLES OF INCORPORATION OR BY-LAWS [, which may be more 
23 
than]NOT EXCEEDING fifteen (15) [in number as may be fixed in their articles 
24 
of incorporation or by-laws, shall). THEY SHALL HOLD OFFICE FOR ONE YEAR 
25 
UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALlFIED.[as soon as 
26 
organized, so classify themselves that the term of office of one-third (1/3) of 
27 
their number shall expire every year; and subsequent elections of trustees 
28 
comprising one-third (1/3) of the board of trustees shall be held annually and 
29 
trustees so elected shall have a term of three (3) years.] Trustees [thereafter] 
30 
elected to fill vacancies occurring before the expiration of a particular term 
31 
shall hold office only for the unexpired period. 
32 
EXCEPT WITH RESPECT TO INDEPENDENT TRUSTEES UNDER SECTION 
33 
23, no person shall be elected as trustee unless he is a member of the 
34 
corporation. 
44 


1 
2 
3 
Unless otherwise provided in the articles of incorporation or the by-
laws, officers of a non-stock corporation may be directly elected by the 
members." 
4 
SECTION 53. 
Section 93 of the Code is hereby renumbered as Section 94 and 
5 
amended to read as follows: 
6 
"Sec. [93194. [Place of meetings] LIST OF MEMBERS AND PROXIES. -
7 
THE CORPORATION SHAll, AT All TIMES, KEEP A LIST OF ITS MEMBERS 
8 
AND THEIR PROXIES ON SITE AT ITS PRINCIPAL OFFICE, IN THE FORM THE 
9 
COMMISSION MAY REQUIRE, WHICH LIST SHAll BE UPDATED IN A MANNER 
10 
AS TO REFLECT THE MEMBERS AND PROXIES OF RECORD AS OF TWENTY 
11 
DAYS PRIOR TO ANY SCHEDULED ELECTION. [The by-laws may provide that 
12 
the members of a non-stock corporation may hold their regular or special 
13 
meetings at any place even outside the place where the principal office of the 
14 
corporation is located: Provided, That proper notice is sent to all members 
15 
indicating the date, time and place of the meeting: and Provided, further, 
16 
That the place of meeting shall be within the Philippines.] 
17 
SECTION 54. 
Section 94 of the Code is hereby renumbered as Section 95 and 
18 
amended to read as follows: 
19 
"Sec. [94]95. Rules of distribution. - In case of dissolution of a non-
20 
stock corporation in accordance with the provisions of this Code FOR 
21 
REASONS OTHER THAN THOSE SET FORTH IN SECTION 136 (4) (B) to (I), its 
22 
assets shall be applied and distributed as follows: 
23 
xxx xxx xxx" 
24 
25 
SECTION 55. 
Sections 95 to 103 ofthe Code are hereby renumbered as Sections 
26 
96 to 104 accordingly. 
27 
SECTION 56. 
Sections 104, 105, and 107 of the Code are hereby amended by 
28 
deleting "Securities and Exchange" from "Securities Exchange Commission" in each instance 
29 
and, in Section 107, changing "Ministry of Education and Culture" to "Department of 
30 
Education Culture and Sports". Further Sections 104 to 107 are renumbered as Sections 105 
31 
to 108 accordingly. 
32 
SECTION 57. 
Section 108 of the Code is hereby deleted. 
45 


1 
SECTION 58. 
Sections 111, 112, 113, 114, 115, and 116 of the Code are hereby 
2 
amended by deleting "Securities and Exchange" from "Securities Exchange Commission" in 
3 
each instance. 
4 
SECTION 59. 
A new chapter is hereby added to Title XIII on Special Corporations 
5 
and the succeeding provisions are renumbered accordingly. 
6 
CHAPTER III 
7 
ONE PERSON CORPORATIONS 
8 
SEC. 
117. 
APPLICABILITY OF PROVISIONS 
TO ONE PERSON 
9 
CORPORATIONS. -THE PROVISIONS OF THIS CODE ARE APPLICABLE TO ONE 
10 
PERSON CORPORATIONS EXCEPT AS OTHERWISE PROVIDED IN THIS TITLE 
11 
AND IN THE OTHER SPECIFIC PROVISIONS OF THIS CODE. 
12 
SEC. 
118. 
ONE 
PERSON 
CORPORATION. -A ONE 
PERSON 
13 
CORPORATION IS A CORPORATION WITH ONLY A SINGLE STOCKHOLDER 
14 
WHO ISA NATURAL PERSON OR AJURIDICAL PERSON. 
15 
SEC. 119. SINGLE STOCKHOLDER. - FOR PURPOSES OF THIS CODE, 
16 
THE FOLLOWING SHALL BE DEEMED A SINGLE STOCKHOLDER: 
17 
a. A NATURAL PERSON WHO WHOLLY OWNS THE SHARES IN THE 
18 
ONE PERSON CORPORATION; 
19 
b. A JURIDICAL PERSON WHO WHOLLY OWNS THE SHARES IN THE 
20 
ONE 
PERSON CORPORATION AND WHO ACTS AS SINGLE 
21 
STOCKHOLDER 
THROUGH 
A 
DULY 
AUTHORIZED 
22 
REPRESENTATIVE; AND 
23· 
c. A TRUST, ESTATE OR ACCOUNT WHO WHOLLY OWNS THE 
24 
SHARES IN THE ONE PERSON CORPORATION AND WHO SHALL 
25 
ACT AS STOCKHOLDER THROUGH ITS TRUSTEE, ADMINISTRATOR, 
26 
EXECUTOR, GUARDIAN, CONSERVATOR, CUSTODIAN OR OTHER 
27 
PERSON 
EXERCISING 
FIDUCIARY 
CAPACITIES 
AND 
DULY 
28 
AUTHORIZED AS SUCH. 
29 
SEC. 120. MINIMUM AMOUNT OF CAPITAL STOCK TO BE PAID FOR 
30 
PURPOSES 
OF 
INCORPORATION. 
-
THE 
MINIMUM 
AMOUNT 
OF 
31 
AUTHORIZED CAPITAL STOCK FOR A ONE PERSON CORPORATION IS ONE 
32 
MILLION PESOS (PHP1,000,000.00), THE PAYMENT OF WHICH SHALL BE 
33 
MADE BY THE SINGLE STOCKHOLDER IN ONE LUMP SUM AT THE TIME OF 
34 
INCORPORATION AND PHYSICALLY SEPARATED FROM THE PERSONAL 
35 
FUNDS OF THE SINGLE STOCKHOLDER. 
46 


1 
SEC. 121. ARTICLES OF INCORPORATION; BY-LAWS NOT REQUIRED.-
2 
INSOFAR AS APPLICABLE, A ONE PERSON CORPORATION SHALL FILE 
3 
ARTICLES OF INCORPORATION IN ACCORDANCE WITH THE REQUIREMENTS 
4 
UNDER SECTION 14 OF THIS CODE, SUBJECT TO THE FOLLOWING: 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
36 
37 
38 
39 
(1) 
THERE 
SHALL 
BE 
A 
STATEMENT 
AS 
TO 
WHETHER THE CAPITAL STOCK IS THE SOLE INVESTMENT OF A 
NATURAL OR OF A JURIDICAL PERSON, OR OF A TRUST, 
ESTATE OR ACCOUNT; 
(2) 
IF THE SINGLE STOCKHOLDER IS A JURIDICAL 
PERSON, 
IT 
SHALL 
CLEARLY 
INDICATE 
THE 
NAME, 
NATIONALITY AND RESIDENCE OF THE NATURAL PERSON 
AUTHORI2ED TO ACT ON ITS BEHALF AND ATTACH PROOF OF 
SUCH AUTHORITY; 
(3) 
IF THE SINGLE STOCKHOLDER IS A TRUST, 
ESTATE OR ACCOUNT, IT SHALL CLEARLY INDICATE THE 
NAME, NATIONALITY AND RESIDENCE OF THE TRUSTEE, 
ADMINISTRATOR, EXECUTOR, GUARDIAN, CONSERVATOR, 
CUSTODIAN OR OTHER PERSON EXERCISING FIDUCIARY 
CAPACITIES AND ATTACH PROOF OF SUCH AUTHORITY TO 
ACT ON BEHALF OF THE TRUST, ESTATE OR ACCOUNT; 
(4) 
IN ACCORDANCE WITH SECTION 127, IT SHALL 
DESIGNATE A NOMINEE AND ALTERNATE NOMINEE AND 
ATTACH THERETO THEIR PRIOR WRITTEN CONSENT, AS WELL 
AS STATE THE COMPENSATION THEY SHALL RECEIVE AND THE 
EXTENT OF OR LIMITATIONS ON THEIR AUTHORITY; 
(5) 
THE ARTICLES OF INCORPORATION SHALL BE 
ACCOMPANIED 
BY 
A 
SWORN 
STATEMENT 
BY 
THE 
STOCKHOLDER AS TO THE AMOUNT OF THE CAPITAL STOCK 
AND THAT THE SAME HAS BEEN PAID IN FULL AND 
MAINTAINED IN AN ACCOUNT SEPARATE FROM THAT OF THE 
STOCKHOLDER; 
(6) 
THERE SHALL BE ATTACHED TO THE ARTICLES 
OF INCORPORATION A CODE OF ETHICS OR STANDARDS OF 
CONDUCT AS SET FORTH IN SECTION 47, SUBPARAGRAPH 11 
OF THIS CODE; AND 
(7) 
THERE SHALL BE ATTACHED TO THE ARTICLES 
OF 
INCORPORATION 
INTERNAL 
PROCEDURES 
FOR 
WHISTLEBLOWERS 
AS 
SET 
FORTH 
IN 
SECTION 
47, 
SUBPARAGRAPH 12 OF THIS CODE. 
47 


1 
THE ONE PERSON CORPORATION SHALL BE EXEMPT FROM THE 
2 
FILING OF BY-LAWS. 
3 
SEC. 
122. 
PROHIBITION AGAINST MULTIPLE 
ONE 
PERSON 
4 
CORPORATIONS. - ANY PERSON, TRUST, ESTATE OR ACCOUNT MAY ONLY 
5 
INCORPORATE AND MAINTAIN ONE PERSON CORPORATION AT ANY GIVEN 
6 
INSTANCE. A ONE PERSON CORPORATION MAY NOT INCORPORATE A NEW 
7 
ONE PERSON CORPORATION. 
8 
SEC. 123. 
DISPLAY OF CORPORATE NAME. -
A ONE PERSON 
9 
CORPORATION SHALL INDICATE EITHER BELOW OR AT THE END OF ITS 
10 
CORPORATE NAME, THE WORDS "ONE PERSON CORPORATION" OR THE 
11 
LETTERS "OPC", WHEREVER ITS NAME IS PRINTED, AFFIXED, ENGRAVED OR 
12 
OTHERWISE PRESENTED. 
13 
SEC. 124. SINGLE STOCKHOLDER AS DIRECTOR, PRESIDENT AND 
14 
TREASURER. - THE SINGLE STOCKHOLDER SHALL BE THE SOLE DIRECTOR, 
15 
PRESIDENT (OR CHIEF EXECUTIVE OFFICER) AND TREASURER (OR CHIEF 
16 
FINANCE OFFICER) OF THE ONE PERSON CORPORATION. 
17 
SEC. 12S. CORPORATE SECRETARY AND OTHER OFFICERS. - WITHIN 
18 
FIFTEEN 
DAYS 
FROM 
THE 
ISSUANCE 
OF 
ITS 
CERTIFICATE 
OF 
19 
INCORPORATION, THE ONE PERSON CORPORATION SHALL APPOINT A 
20 
CORPORATE SECRETARY, WHO SHALL BE OTHER THAN THE SINGLE 
21 
STOCKHOLDER, AND NOTIFY THE COMMISSION THEREOF WITHIN FIVE DAYS 
22 
FROM APPOINTMENT. 
23 
THE ONE PERSON CORPORATION MAY APPOINT SUCH OTHER 
24 
OFFICERS AS IT MAY DEEM NECESSARY. 
25 
SEC. 126. SPECIAL FUNCTIONS OF THE CORPORATE SECRETARY. - IN 
26 
ADDITION TO THE FUNCTIONS DESIGNATED BY THE ONE PERSON 
27 
CORPORATION AND REQUIRED ELSEWHERE IN THIS CODE, THE CORPORATE 
28 
SECRETARY SHALL: 
29 
30 
31 
32 
33 
34 
35 
(a) 
(b) 
BE RESPONSIBLE FOR MAINTAINING THE MINUTES-BOOK OF 
THE CORPORATION; 
NOTIFY THE NOMINEE, OR ALTERNATE NOMINEE AS THE 
CASE MAY BE, OF THE DEATH OR INCAPACITY OF THE SINGLE 
STOCKHOLDER, WHICH NOTICE SHALL BE GIVEN NOT LATER 
THAN FIVE (5) DAYS FROM THE SINGLE STOCKHOLDER'S 
DEATH OR INCAPACITY; 
48 


1 
2 
3 
4 
5 
6 
(e) 
(d) 
NOTIFY THE COMMISSION OF THE DEATH OF THE SINGLE 
STOCKHOLDER WITHIN A PERIOD OF FIVE (5) DAYS FROM 
SUCH DEATH AND STATING IN SUCH NOTICE THE NAMES, 
RESIDENCES AND CONTACT DETAILS OF ALL KNOWN LEGAL 
HEIRS; AND 
CALL THE NOMINEE OR ALTERNATIVE NOMINEE TO A 
7 
MEETING WITH THE KNOWN LEGAL HEIRS AND GIVE 
8· 
GUIDANCE ON THE OPTIONS OF THE LEGAL HEIRS WITH 
9 
REGARD TO THE ONE PERSON CORPORATION, INCLUDING 
10 
THE elECTION OF A NEW DIRECTOR, AMENDING THE 
11 
ARTICLES 
OF 
INCORPORATION AND OTHER ANCILLARY 
12 
AND/OR CONSEQUENTIAL MATTERS. 
13 
SEC. 127. NOMINEE AND ALTERNATE NOMINEE. 
-
THE SINGLE 
14 
STOCKHOLDER SHALL DESIGNATE A NOMINEE AND AN ALTERNATE 
15 
NOMINEE WHO SHALL, IN THE EVENT OF THE SINGLE STOCKHOLDER'S 
16 
DEATH OR INCAPACITY AND AFTER RECEIVING DUE NOTICE THEREOF FROM 
17 
THE 
CORPORATE 
SECRETARY, 
TAKE 
THE 
PLACE 
OF 
THE 
SINGLE 
18 
STOCKHOLDER AS 
DIRECTOR AND MANAGE THE 
AFFAIRS 
OF THE 
19 
CORPORATION AS PROVIDED IN THE ARTICLES OF INCORPORATION. 
20 
THE ARTICLES OF INCORPORATION SHALL STATE THE NAMES, 
21 
RESIDENCES AND CONTACT DETAILS OF THE NOMINEE AND ALTERNATE 
22 
NOMINEE, THE COMPENSATION THEY SHALL BE ENTITLED TO RECEIVE, AS 
23 
WELL AS THE EXTENT OF AND LIMITATIONS ON THEIR AUTHORITY IN 
24 
MANAGING THE AFFAIRS OF THE ONE PERSON CORPORATION. 
25 
THE WRITTEN CONSENT OF THE NOMINEE AND ALTERNATE 
26 
NOMINEE SHALL BE SUBMITTED TO THE COMMISSION TOGETHER WITH THE 
27 
FlUNG 
OF 
THE 
ONE 
PERSON 
CORPORATION'S 
ARTICLES 
OF 
28 
INCORPORATION. SUCH CONSENT MAY BE WITHDRAWN IN WRITING BY 
29 
FURNISHING COPIES THEREOF TO THE SINGLE STOCKHOLDER AND THE 
30 
COMMISSION ANYTIME BEFORE THE DEATH OR INCAPACITY OF THE SINGLE 
31 
STOCKHOLDER. 
32 
THE NOMINEE SHALL, IN THE EVENT OF THE SINGLE STOCKHOLDER'S 
33 
DEATH OR INCAPACITY AND AFTER RECEIVING DUE NOTICE THEREOF FROM 
34 
THE 
CORPORATE 
SECRETARY, 
TAKE 
THE 
PLACE 
OF 
THE 
SINGLE 
35 
STOCKHOLDER AS OIRECTOR AND MANAGE THE AFFAIRS OF THE ONE 
36 
PERSON CORPORATION. 
37 
SEC. 128. TERM OF NOMINEE AND ALTERNATE NOMINEE. - WHEN 
38 
THE INCAPACITY OF THE SINGLE STOCKHOLDER IS TEMPORARY, THE 
39 
NOMINEE SHALL SIT AS DIRECTOR AND MANAGE THE AFFAIRS OF THE ONE 
49 


1 
PERSON CORPORATION ONLY UNTIL THE SINGLE STOCKHOLDER, BY HIS 
2 
OWN DETERMINATION, REGAINS HIS CAPACITY. 
IN CASE OF DEATH OR 
3 
PERMANENT INCAPACITY OF THE SINGLE STOCKHOLDER, THE NOMINEE 
4 
SHALL SIT AS DIRECTOR AND MANAGE THE AFFAIRS OF THE ONE PERSON 
5 
CORPORATION ONLY UNTIL THE LEGAL HEIRS OF THE SINGLE STOCKHOLDER 
6 
HAVE BEEN LAWFULLY DETERMINED, THE SHARES ARE TRANSFERRED IN 
7 
THEIR NAME, AND/OR THEY HAVE DESIGNATED ONE OF THEM TO ACT ON 
8 
THEIR BEHALF AS THE SINGLE STOCKHOLDER OF THE ONE PERSON 
9 
CORPORATION. 
10 
THE ALTERNATE NOMINEE SHALL SIT AS DIRECTOR AND MANAGE 
11 
THE ONE PERSON CORPORATION IN CASE OF THE NOMINEE'S INABILITY, 
12 
INCAPACITY OR DEATH AND ONLY FOR THE SAME TERM AND UNDER THE 
13 
SAME CONDITIONS APPLICABLE TO THE NOMINEE. 
14 
SEC. 129. CHANGE OF NOMINEE OR ALTERNATE NOMINEE.- THE 
15 
SINGLE STOCKHOLDER MAY, AT ANY TIME, CHANGE THE NAME OF THE 
16 
NOMINEE OR ALTERNATE NOMINEE BY SUBMITTING NEW NAMES AND 
17 
NEW WRITTEN CONSENTS TO THE COMMISSION, WHICH SHALL BE 
18 
APPENDED 
TO 
THE 
ONE 
PERSON 
CORPORATION'S 
ARTICLES 
OF 
19 
INCORPORATION. 
THE ARTICLES OF INCORPORATION NEED NOT BE 
20. 
AMENDED FOR SUCH CHANGE IN NOMINEE OR ALTERNATE NOMINEE. 
21 
SEC. 130. RECORDS IN LIEU OF MEETINGS. -
NO STOCKHOLDERS 
22 
MEETING NEED BE HELD IN A ONE PERSON CORPORATION. WHEN ACTION 
23 
IS NEEDED ON ANY MATTER, IT SHALL BE SUFFICIENT, FOR PURPOSES OF 
24 
VALIDITY, IF THE RESOLUTION THEREON IS MADE IN WRITING, SIGNED AND 
25 
DATED BY THE SINGLE STOCKHOLDER/DIRECTOR, AND RECORDED IN THE 
26 
MINUTES-BOOK OF THE ONE PERSON CORPORATION. THE DATE RECORDED 
27 
IN THE MINUTES-BOOK SHALL BE DEEMED TO BE THE DATE OF THE 
28 
MEETING FOR ALL PURPOSES UNDER THIS CODE. 
29 
SEC. 131. MINUTES-BOOK. -
EACH ONE PERSON CORPORATION 
30 
SHALL MAINTAIN A MINUTES-BOOK IN WHICH SHALL BE ENTERED IN 
31 
WRITING ALL ACTIONS, DECISIONS, RESOLUTIONS TAKEN BY THE ONE 
32 
PERSON 
CORPORATION, 
SIGNED 
AND 
DATED . BY 
THE 
SINGLE 
33 
STOCKHOLDER/DIRECTOR, AT THE TIME THE ACTION, DECISION OR 
34 
RESOLUTION IS MADE. 
35 
SEC. 132. CO-MINGLING OF PROPERTY. -
WHERE 
THE 
SINGLE 
36 
STOCKHOLDER CANNOT PROVE THAT THE PROPERTY OF THE ONE PERSON 
37 
CORPORATION IS INDEPENDENT OF HIS OWN PROPERTY, HE SHALL ASSUME 
38 
THE JOINT AND SEVERAL LIABILITY FOR THE DEBTS AND OTHER LIABILITIES 
39 
OF THE ONE PERSON CORPORATION. 
50 


1 
SEC. 133. 
REPORTORIAL SUBMISSIONS. -
THE ONE PERSON 
2 
CORPORATION SHALL SUBMIT THE FOLLOWING TO THE COMMISSION 
3 
ANNUALLY AND WITHIN SUCH PERIODS AS THE COMMISSION MAY 
4 
PRESCRIBE: 
5 
1. FINANCIAL STATEMENTS CERTIFIED BY THE CHIEF EXECUTIVE 
6 
OFFICER AND CORPORATE SECRETARY AND DULY AUDITED BY AN 
7 
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT ACCREDITED BY 
8 
THE BOARD OF ACCOUNTANCY; 
9 
2. A REPORT CONTAINING EXPLANATIONS OR COMMENTS BY THE 
10 
CHIEF 
EXECUTIVE 
DIRECTOR 
ON 
EVERY 
QUALIFICATION, 
11 
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY 
12 
THE AUDITOR IN HIS REPORT; AND 
13 
3. A DISCLOSURE OF ALL SelF-DEALINGS AND RelATED PARTY 
14 
TRANSACTIONS ENTERED INTO BETWEEN THE ONE PERSON 
15 
CORPORATION AND THE SINGLE STOCKHOLDER. 
16 
FOR PURPOSES OF THIS PROVISION, THE FISCAL YEAR OF A ONE 
17 
PERSON CORPORATION SHALL BE THAT SET FORTH IN ITS ARTICLES OF 
18 
INCORPORATION OR, IN THE ABSENCE THEREOF, THE CALENDAR YEAR. 
19 
SEC. 
134. 
CHANGE OF STATUS FROM A REGULAR STOCK 
20 
CORPORATION TO A ONE PERSON CORPORATION. -
WHEN A SINGLE 
21 
STOCKHOLDER, AS DEFINED UNDER THIS TITlE, ACQUIRES ALL THE STOCKS 
22 
OF A REGULAR STOCK CORPORATION, THE LATTER MAY APPLY FOR 
23 
CONVERSION INTO A ONE PERSON CORPORATION, SUBJECT TO THE 
24 
SUBMISSION OF SUCH DOCUMENTS THE SEC MAY REQUIRE. 
IF THE 
25 
APPLICATION FOR CONVERSION IS APPROVED, THE SEC SHALL FORTHWITH 
26 
ISSUE AN AMENDED CERTIFICATE OF INCORPORATION REFLECTING THE 
27 
CONVERSION. THE ONE PERSON CORPORATION CONVERTED FROM A 
28 
REGULAR STOCK CORPORATION SHALL SUCCEED TO AND BE LEGALLY 
29 
RESPONSIBLE FOR ALL THE LATTER'S OUTSTANDING LIABILITIES AS OF THE 
30 
DATE OF CONVERSION. 
31 
SEC. US. CHANGE IN STATUS OF A ONE PERSON CORPORATION. - A 
32 
ONE PERSON CORPORATION MAY BE CONVERTED INTO A REGULAR STOCK 
33 
CORPORATION AFTER DUE NOTICE TO THE SEC OF SUCH FACT, OF THE 
34 
CIRCUMSTANCES LEADING TO THE CONVERSION, AND OF COMPLIANCE 
35 
WITH ALL OTHER REQUIREMENTS FOR STOCK CORPORATIONS UNDER THIS 
36 
CODE AND APPLICABLE RULES. SUCH NOTICE SHALL BE FILED WITH THE SEC 
37 
WITHIN SIXTY (60) DAYS FROM THE OCCURRENCE OF THE CIRCUMSTANCES 
38 
LEADING TO THE CONVERSION INTO A REGULAR STOCK CORPORATION. IF 
39 
ALL REQUIREMENTS HAVE BEEN DULY COMPLIED WITH, THE SEC SHALL 
51 


1 
FORTHWITH 
ISSUE AN AMENDED CERTIFICATE 
OF 
INCORPORATION 
2 
REFLECTING THE CONVERSION. 
3 
IN CASE OF DEATH OF THE SINGLE STOCKHOLDER, THE NOMINEE OR 
4 
ALTERNATE NOMINEE, AS THE CASE MAY BE, SHALL TRANSFER THE SHARES 
5 
IN THE NAME OF THE SINGLE STOCKHOLDERS' LEGAL HEIRS WITHIN SEVEN 
6 
(7) DAYS FROM RECEIPT OF EITHER AN AFFIDAVIT OF HEIRSHIP OR OF SELF-
7 
ADJUDICATION BY A SOLE HEIR, OR ANY OTHER LEGAL DOCUMENT 
8 
DECLARING THE LEGAL HEIRS OF THE SINGLE STOCKHOlDER AND, WITHIN 
9 
THE SAME PERIOD, NOTIFY THE SEC OF THE TRANSFER. WITHIN SIXTY (60) 
10 
DAYS FROM THE TRANSFER OF THE SHARES IN THEIR NAME, THE LEGAL 
11 
HEIRS SHALL NOTIFY THE SEC IF THEY DECIDE TO WIND UP AND DISSOLVE 
12 
THE ONE PERSON CORPORATION OR CONVERT IT INTO A REGULAR STOCK 
13 
CORPORATION. 
14 
THE REGULAR STOCK CORPORATION CONVERTED FROM A ONE 
15 
PERSON CORPORATION SHALL SUCCEED TO AND BE LEGALLY RESPONSIBLE 
16 
FOR ALL THE LATTER'S OUTSTANDING LIABILITIES AS OF THE DATE OF 
17 
CONVERSION. 
18 
SECTION 60. 
Section 117 of the Code is hereby renumbered as Section 136 and 
19 
amended to read as follows: 
20 
"TiTlE XIV - DISSOLUTION" 
21 
"Sec. [117]136. Methods of dissolution; EFFECTIVE DATE OF 
22 
DISSOLUTION. - A corporation formed or organized under the provisions of 
23 
this Code may be dissolved IN ANY OF THE FOLLOWING WAYS:[voluntarily or 
24 
involuntarily.] 
25 
1. 
AUTOMATICALLY BY EXPIRATION OF THE CORPORATE TERM 
26 
STATED IN THE ARTICLES OF INCORPORATION, AS ORIGINALLY STATED, OR 
27 
AS LENGTHENED OR SHORTENED IN ACCORDANCE WITH THE PROVISIONS 
28 
OF THIS CODE. 
29 
2. 
BY ACTION OF A MAJORITY OF THE INCORPORATORS OR A 
30 
MAJORITY OF THE DIRECTORS OR TRUSTEES WHEN THE CORPORATION: 
31 
32 
33 
34 
a. 
b. 
SHARES, 
c. 
HAS NOT COMMENCED BUSINESS, 
BEING A STOCK CORPORATION, HAS NOT ISSUED 
HAS NO DEBTS OR OTHER LIABILITIES, AND 
52 


1 
2 
3 
4 
5 
6 
d. 
HAS RECEIVED NO PAYMENTS ON SUBSCRIPTIONS 
FOR 
SHARES 
IN THE 
CASE 
OF 
STOCK 
CORPORATIONS, 
OR 
CONTRIBUTIONS IN THE CASE OF NON-STOCK CORPORATIONS, OR, 
HAVING RECEIVED THEM, HAS RETURNED THEM TO THOSE ENTITLED 
THERETO, LESS AMOUNTS DISBURSED FOR LAWFUL EXPENSES. 
3. 
BY 
ACTION 
OF 
THE 
BOARD 
OF 
DIRECTORS 
AND 
7 
STOCKHOLDERS, OR THE BOARD OF TRUSTEES AND MEMBERS AS THE CASE 
8 
MAY BE, WHEN: 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20 
21 
22 
23 
24· 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
a. 
NOT QUALIFYING UNDER SECTION 136 (2) ABOVE, THE 
CORPORATION FAILS TO COMMENCE OR CONTINUE ITS BUSINESS 
OR THE CONSTRUCTION OF ITS WORKS AND ITS CERTIFICATE OF 
INCORPORATION HAS NOT YET BEEN REVOKED IN ACCORDANCE 
WITH SECTION 22 OF THIS CODE, OR 
b. 
FOR ANY OTHER REASON PROPOSED AND VOTED 
UPON BY THEM AT A MEETING CALLED SPECIFICALLY FOR THAT 
PURPOSE. 
4. 
BY ORDER OF THE COMMISSION WHEN THE CORPORATION: 
a. 
FAILED TO COMMENCE OR CONTINUE ITS BUSINESS 
OR THE CONSTRUCTION OF ITS WORKS AND THE REVOCATION OF 
ITS CERTIFICATE OF INCORPORATION HAS ATTAINED FINALITY IN 
ACCORDANCE WITH SECTION 22 OF THIS CODE; 
b. 
HAS 
BEEN 
FOUND 
TO 
HAVE 
PROCURED 
ITS 
ORGANIZATION THROUGH FRAUD; 
c. 
HAS BEEN FOUND TO HAVE BEEN CREATED FOR THE 
PURPOSE OF COMMITTING OR CONCEALING, OR AIDING IN THE 
COMMISSION OR CONCEALMENT OF, SECURITIES VIOLATIONS, 
SMUGGLING, TAX EVASION, MONEY LAUNDERING, OR GRAFT AND 
CORRUPT PRACTICES; 
d. 
HAS BEEN FOUND TO HAVE COMMITTED OR AIDED IN 
THE COMMISSION OF SECURITIES VIOLATIONS, SMUGGLING, TAX 
EVASION, 
MONEY 
LAUNDERING, 
OR 
GRAFT 
AND 
CORRUPT 
PRACTICES, AND ITS STOCKHOLDERS KNEW OR WERE IN A POSITION 
TO KNOW ABOUT SUCH IllEGAL ACTS; 
e. 
FOR THE PURPOSE OF SHIELDING ITSELF FROM 
LIABILITY FOR GRAFT AND CORRUPT PRACTICES, HAS BEEN FOUND 
53 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
TO HAVE ENGAGED THE SERVICES OF AN INTERMEDIARY WHO 
COMMITS 
GRAFT 
AND 
CORRUPT 
PRACTICES 
FOR 
THE 
CORPORATION'S 
BENEFIT 
OR 
IN 
ITS 
INTEREST, 
AND 
ITS 
STOCKHOLDERS KNEW OR WERE IN A POSITION TO KNOW ABOUT 
THE ENGAGEMENT; 
f. 
HAS 
BEEN 
FOUND TO 
HAVE 
REPEATEDLY 
AND 
KNOWINGLY TOLERATED 
THE 
COMMISSION 
OF 
GRAFT 
AND 
CORRUPT PRACTICES OR OTHER FRAUDULENT OR ILLEGAL ACTS BY 
ITS DIRECTORS, TRUSTEES, OFFICERS, OR EMPLOYEES, FAILING TO 
SANCTION THEM, 
REPORT THEIR 
ACTIONS TO THE 
PROPER 
AGENCIES, AND/OR FILE THE APPROPRIATE ACTION AGAINST THEM; 
g. 
HAS 
BEEN 
FOUND TO 
HAVE REPEATEDLY AND 
WILLFULLY EXCEEDED THE AUTHORITY CONFERRED UPON IT BY 
LAW; 
h. 
HAS 
BEEN 
FOUND TO 
HAVE REPEATEDLY AND 
WILLFULLY FALSIFIED, MISSTATED OR OTHERWISE MISREPRESENTED 
INFORMATION CONTAINED IN ITS REPORTORIAL REQUIREMENTS; 
i. 
HAS 
BEEN 
FOUND TO 
HAVE REPEATEDLY AND 
WILLFULLY CONDUCTED ITS BUSINESS IN A FRAUDULENT OR 
OTHERWISE UNLAWFUL MANNER; OR 
j. 
HAS BEEN FOUND TO HAVE OTHERWISE VIOLATED 
THE PROVISIONS OF THIS CODE. 
S. 
BY 
ORDER 
OF 
THE 
COMMISSION 
WHEN, 
BY 
FINAL 
JUDGMENT, A COURT ORDERS THE DISSOLUTION OF THE CORPORATION. 
IN THE CASE OF EXPIRATION OF CORPORATE TERM UNDER SECTION 136 (1) 
ABOVE, DISSOLUTION SHALL AUTOMATICALLY TAKE EFFECT ON THE DAY 
FOLLOWING THE LAST DAY OF THE CORPORATE TERM STATED IN THE 
ARTICLES OF INCORPORATION, WITHOUT NEED FOR THE ISSUANCE BY THE 
COMMISSION OF A CERTIFICATE OF DISSOLUTION. IN All OTHER CASES, 
THE DISSOLUTION SHALL TAKE EFFECT ONLY UPON AND AS OF THE 
ISSUANCE BY THE COMMISSION OF A CERTIFICATE OF DISSOLUTION, AND 
SHALL BE WITHOUT PREJUDICE TO SECTION 141 OF THIS CODE." 
SECTION 61. 
Section 118 of the Code is hereby renumbered as Section 137 and 
amended to read as follows: 
54 


1 
"Sec. [118]137. [Voluntary dissolution] DISSOLUTION where no 
2 
creditors are affected; PROCEDURE. - DISSOLUTION PURSUANT TO SECTION 
3 
136 (2) OF THIS CODE MAY BE MADE BY FlUNG A VERIFIED REQUEST FOR 
4 
DISSOLUTION WITH THE COMMISSION: 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
a. 
STATING THE NAME OF THE CORPORATION AND THE 
NAMES AND ADDRESSES OF THE INCORPORATORS AND DIRECTORS 
OR TRUSTEES; 
b. 
STATING THE REASON FOR THE DISSOLUTION OF THE 
CORPORATION; 
c. 
ATTESTING TO THE EXISTENCE AND CONCURRENCE OF 
ALL THE CONDITIONS SET FORTH IN SECTION 136 (2) (A) TO (D) OF 
THIS CODE; 
d. 
STATING THE NAMES OF THE INCORPORATORS, OR OF 
THE DIRECTORS OR TRUSTEES, CONSTITUTING A MAJORITY, WHO 
APPROVED THE DISSOLUTION AND THE DATE, PLACE, AND TIME OF 
THE 
MEETING 
IN 
WHICH 
THE 
VOTE 
WAS 
MADE, 
WHICH 
REQUIREMENT MAY BE DISPENSED WITH IF THE REQUEST ITSELF IS 
DULY VERIFIED BY SUCH MAJORITY; AND 
e. 
WHEN APPLICABLE, ATTACHING: (i) A LIST OF THE 
20 
NAMES AND ADDRESSES OF THE PERSONS ENTITLED TO A RETURN 
21 
OF PAID SUBSCRIPTIONS OR CONTRIBUTIONS AS SET FORTH IN 
22 
SECTION 136 (2) (D), (ii) A SUMMARY OF THE AMOUNTS OF THEIR 
23 
PAID SUBSCRIPTIONS OR CONTRIBUTIONS, (iii) A SUMMARY OF THE 
24 
AMOUNTS DISBURSED FOR LAWFUL EXPENSES WITH COPIES OF THE 
25 
OFFICIAL RECEIPTS THEREFOR, AND (iv) A SUMMARY OF THE 
26 
AMOUNTS RETURNED WITH PROOF THAT THEY WERE DULY 
27 
RECEIVED BY THOSE ENTITLED THERETO. 
28 
If dissolution of a corporation PURSUANT TO SECTION 136 (3) OF THIS 
29 
CODE does not prejudice the rights of any creditor having a claim against it, 
30 
the dissolution maybe effected by majority vote of the board of directors or 
31 
trustees, and by a resolution duly adopted by the affirmative vote of the 
32 
stockholders owning at least two-thirds (2/3) of the outstanding capital stock 
33 
or of at least two-thirds (2/3) of the members of a meeting to be held upon 
34 
call of the directors or trustees. 
35 
AT LEAST THIRTY (30) DAYS PRIOR TO THE MEETING, NOTICE SHALL BE 
36 
GIVEN TO EACH SHAREHOLDER OR MEMBER OF RECORD, WHETHER OR NOT 
37 
ENTITLED TO VOTE AT THE MEETING, IN THE MANNER PROVIDED IN 
55 


1 
SECTION 50 OF THIS CODE AND SHAll STATE THAT THE PURPOSE OF THE 
2 
MEETING IS TO VOTE ON THE DISSOLUTION OF THE CORPORATION. 
[after 
3 
publication of the notice] NOTICE of THE time, place and object of the 
4 
meeting SHALL LIKEWISE 
BE 
MADE BY PUBLICATION for three (3) 
5 
consecutive weeks PRIOR TO THE DATE OF THE MEETING in a newspaper 
6 
published in the place where the principal office of said corporation is 
7 
located; and if no newspaper is published in such place, then in a newspaper 
8 
of general circulation in the Philippines. 
9 
[, after sending such notice to each stockholder or member [either] by 
10 
registered mail or by personal delivery at least thirty (30) days prior to said 
11 
meeting.) 
12 
ONCE THE REQUIRED VOTES OF THE BOARD AND SHAREHOLDERS OR 
13 
MEMBERS ARE ACHIEVED, A VERIFIED REQUEST FOR DISSOLUTION SHALL BE 
14 
FILED WITH THE COMMISSION 
15 
16 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
a. 
STATING THE NAME OF THE CORPORATION AND THE 
NAMES AND ADDRESSES OF THE DIRECTORS OR TRUSTEES; 
b. 
STATING THE REASON FOR THE DISSOLUTION OF THE 
CORPORATION; 
c. 
CERTIFYING THAT NO CREDITOR SHALL BE PREJUDICED 
BY THE DISSOLUTION AND SUBSTANTIATING THE SAME WITH 
FINANCIAL STATEMENTS AND OTHER RECORDS; 
d. 
STATING 
THE 
NAMES 
OF 
THE 
DIRECTORS 
OR 
TRUSTEES, CONSTITUTING A MAJORITY, WHO APPROVED THE 
DISSOLUTION AND THE DATE, PLACE, AND TIME OF THE MEETING IN 
WHICH THE VOTE WAS MADE; 
e. 
STATING WHEN THE NOTICES TO SHAREHOLDERS OR 
MEMBERS WERE GIVEN, THE MANNER AND FORM IN WHICH THEY 
WERE GIVEN, THE DETAILS OF PUBLICATION AND ATTACHING PROOF 
THEREOF, AND THE DATE, PLACE, AND TIME OF THE MEETING IN 
WHICH THE VOTE WAS MADE; AND 
f. 
ATTACHING 
THERETO a copy of the resolution 
authorizing the dissolution WHICH shall HAVE BEEN certified by a 
majority of the board of directors or trustees and countersigned by 
the secretary of the corporation. 
56 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20. 
21 
22 
23 
24 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
36 
37 
38 
39 
40 
WITHIN FIFTEEN (15) DAYS FROM RECEIPT OF THE VERIFIED REQUEST FOR 
DISSOLUTION, AND IN THE ABSENCE OF ANY WITHDRAWAL WITHIN SAID 
PERIOD, [The Securities and Exchange] THE Commission shall APPROVE THE 
REQUEST AND thereupon issue the certificate of dissolution." 
SECTION 62. 
Section 119 of the Code is hereby renumbered as Section 138 and 
amended to read as follows: 
"Sec. [119]138. [Voluntary dissolution] DISSOLUTION where creditors 
are affected; PROCEDURE AND CONTENTS OF PETITION. - Where the 
dissolution of a corporation may prejudice the rights of any creditor, [the 
petition] A VERIFIED PETITION for dissolution shall be filed with the 
[Securities and Exchange] Commission. The petition shall be signed by a 
majority of [its] THE CORPORATION'S board of directors or trustees or other 
officers having the management of its affairs, verified by its president or 
secretary or one of its directors or trustees, and shall set forth all claims and 
demands against it, and that its dissolution was resolved upon by the 
affirmative vote of the stockholders representing at least two-thirds (2/3) of 
the outstanding capital stock or by at least two-thirds (2/3) of the members at 
a meeting of its stockholders or members called for that purpose. 
THE 
PETITION SHALL LIKEWISE STATE: (a) THE REASON FOR THE DISSOLUTION; 
Ib) THE FORM, MANNER AND TIME WHEN THE NOTICES WERE GIVEN; AND 
Ie) THE DATE, PLACE, AND TIME OF THE MEETING IN WHICH THE VOTE WAS 
MADE. 
THE PETITION SHALL HAVE AS ANNEXES la) A COPY OF THE 
RESOLUTION AUTHORIZING THE DISSOLUTION, WHICH SHALL HAVE BEEN 
CERTIFIED BY A MAJORITY OF THE BOARD OF DIRECTORS OR TRUSTEES AND 
COUNTERSIGNEDBY THE SECRETARY OF THE CORPORATION; AND (b) A LIST 
OF ALL ITS CREDITORS. 
If the petition is sufficient in form and substance, the Commission 
shall, by an order reciting the purpose of the petition, fix a date on or before 
which objections thereto may be filed by any person, which date shall not be 
less than thirty (30) days nor more than sixty (60) days after the entry of the 
order. Before such date, a copy of the order shall be published at least once a 
week for three (3) consecutive weeks in a newspaper of general circulation 
published in the municipality or city where the prin.cipal office of the 
corporation is situated, or if there be no such newspaper, then in a 
newspaper of general circulation in the Philippines, and a Similar copy shall be 
posted for three (3) consecutive weeks in three (3) public places in such 
municipality or city. 
Upon five (5) day's notice, given after the date on which the right to 
file objections as fixed in the order has expired, the Commission shall proceed 
to hear the petition and try any issue made by the objections filed; and if no 
57 


1 
such objection is sufficient, and the material allegations of the petition are 
2 
true, it shall render judgment dissolving the corporation and directing such 
3 
disposition of its assets as justice requires, and may appoint a receiver to 
4 
collect such assets and pay the debts of the corporation." 
5 
SECTION 63. 
Section 120 of the Code is hereby renumbered as Section 139 and 
6 
amended to read as follows: 
7 
"Sec. [120]139. WITHDRAWAL OF REQUEST FOR Dissolution [by 
8 
shortening corporate term] 
AND 
WITHDRAWAL 
OF 
PETITION 
FOR 
9 
DISSOLUTION. - [A voluntary dissolution may be effected by amending the 
10 
articles of incorporation to shorten the corporate term pursuant to the 
11 
provisions of this Code. A copy of the amended articles of incorporation shall 
12 
be submitted to the Securities and Exchange Commission in accordance with 
13 
this Code. Upon approval of the amended articles of incorporation of the 
14 
expiration of the shortened term, as the case may be, the corporation shall be 
15 
deemed dissolved without any further proceedings, subject to the provisions 
16 
of this Code on liquidation.] 
17 
A WITHDRAWAL OF THE REQUEST FOR DISSOLUTION SHALL: 
18 
19 
20 
21 
22 
23 
24 
25 
a. 
BE MADE IN WRITING; 
b. 
BE 
DULY 
VERIFIED 
BY 
ANY 
INCORPORATOR, 
DIRECTOR, SHAREHOLDER OR MEMBER; 
c. 
HAVE THE SIGNATURES OF THE SAME NUMBER OF 
INCORPORATORS, 
DIRECTORS, 
SHAREHOLDERS 
OR 
MEMBERS 
NECESSARY TO REQUEST FOR A DISSOLUTION AS SET FORTH IN THE 
FOREGOING SECTIONS; AND 
d. 
BE SUBMITIED WITHIN FIFTEEN (15) DAYS FROM THE 
26 
RECEIPT BY THE COMMISSION OF THE REQUEST FOR DISSOLUTION. 
27 
UPON RECEIPT OF A DULY SUBMITTED WITHDRAWAL OF REQUEST 
28 
FOR DISSOLUTION, THE COMMISSION SHALL WITHHOLD ACTION ON THE 
29 
REQUEST FOR DISSOLUTION AND SHALL, AFTER INVESTIGATION, ISSUE AN 
30 
ORDER: 
31 
32 
33 
a. 
WITHHOLDING THE ISSUANCE OF THE CERTIFICATE OF 
DISSOLUTION AND DEEMING THE REQUEST FOR DISSOLUTION 
WITHDRAWN; OR 
58 


1 
b. 
DIRECTING THAT A JOINT MEETING OF THE BOARD 
2 
AND OF THE STOCKHOlDERS BE HElD FOR THE PURPOSE OF 
3 
ASCERTAINING WHETHER OR NOT TO PROCEED WITH DISSOLUTION. 
4 
THE COMMISSION SHALL HAVE THE POWER TO ISSUE SUCH ORDERS 
5 
AS MAY BE APPROPRIATE, INCLUDING, WITHOUT LIMITATION, ORDERS 
6 
DESIGNATING THE TIME AND PLACE OF THE JOINT MEETING, DIRECTING 
7 
THE SENDING OF NOTICES, AND SPECIFYING THE FORM OF SUCH NOTICE. 
8 
THE CONDUCT OF THE JOINT MEETING SHALL BE SUPERVISED BY THE 
9 
COMMISSION THROUGH A DULY AUTHORIZED REPRESENTATIVE WHO 
10 
SHALL, IMMEDIATELY AFTER THE JOINT MEETING, CERTIFY ITS OUTCOME 
11 
WITH A RECOMMENDATION AS TO WHETHER THE CERTIFICATE OF 
12 
DISSOLUTION SHOULD BE ISSUED OR THE REQUEST FOR DISSOLUTION BE 
13 
DEEMED ABANDONED. THEREAFTER, THE COMMISSION SHALL ISSUE AN 
14 
ORDER EITHER APPROVING THE WITHDRAWAL OF THE REQUEST OR A 
15 
CERTIFICATE OF DISSOLUTION OR PROCEEDING TO ACT ON SUCH REQUEST. 
16 . 
A MOTION FOR THE WITHDRAWAL OF 
THE 
PETITION 
FOR 
17 
DISSOLUTION SHALL BE SIMILAR IN SUBSTANCE AS A WITHDRAWAL OF 
18 
REQUEST FOR DISSOlUTION BUT SHALL BE VERIFIED AND FILED PRIOR TO 
19 
PUBLICATION OF THE ORDER SETIING THE DATE FOR OBJECTIONS TO THE 
20 
PETITION. THE COMMISSION SHALL RESOLVE THE MOTION WITHIN THE 
21 
SAME PROCEEDINGS AS THE PETITION AND ISSUE AN ORDER DEEMING THE 
22 
PETITION WITHDRAWN OR DENYING THE WITHDRAWAL AND PROCEEDING 
23 
TO HEAR OBJECTIONS ON THE PETITION." 
24 
SECTION 64. 
Section 121 of the Code is hereby renumbered as Section 140 and 
25 
amended to read as follows: 
26 
"Sec. [121)140. [Involuntary dissolution) DISSOLUTION BY THE COMMISSION. 
27 
-
[A corporation may be dissolved by the Securities and Exchange) 
28 
DISSOLUTION PROCEEDINGS PURSUANT TO THE GROUNDS SET FORTH IN 
29 
SECTION 136 (4) AND (S), SECTION 173, OR WHEN PROVIDED IN OTHER 
30 
LAWS, 
RULES 
AND REGULATIONS, 
MAY BE 
COMMENCED 
BY THE 
31 
Commission MOTU PROPRIO OR upon filing of a verified complaint BY ANY 
32 
INTERESTED PARTY. [and after) 
33 
AFTER proper notice and hearing, THE COMMISSION MAY DISSOLVE 
34 
THE CORPORATION OR ISSUE SUCH OTHER ORDER AS IT MAY DEEM 
35 
APPROPRIATE IN ACCORDANCE WITH THE PROVISIONS OF THIS CODE OR 
36 
THE RULES AND REGULATIONS OF THE COMMISSION. 
37 
IF 
THE 
CORPORATION 
IS 
DISSOLVED 
BY 
THE 
COMMISSION 
38 
PURSUANT TO ANY OF THE GROUNDS SET FORTH IN SECTION 136 (4) (B) TO 
59 


1 
(I), ITS ASSETS, AFTER PAYMENT OF ITS OUTSTANDING LIABILITIES, SHALL BE 
2 
FORFEITED IN FAVOR OF THE COMMISSION. SUCH FORFEITURE SHALL BE 
3 
WITHOUT PREJUDICE TO ANY OTHER PENALTY OR SANCTION FOR THOSE 
4 
LIABLE UNDER THIS CODE OR OTHER LAWS. [on the grounds provided by 
5 
eXisting laws, rules and regulations)." 
6 
SECTION 65. 
Section 122 of the Code is hereby renumbered as Section 141 and 
7 
amended to read as follows: 
8 
"Sec. [122)141. Corporate liquidation.-
Every corporation whose 
9 
charter expires by its own limitation or is annulled by forfeiture or otherwise, 
10 
or whose corporate existence for other purposes is terminated in any other 
11 
manner, shall nevertheless be continued as a body corporate for three (3) 
12 
years after the [time when it would have been so dissolved) EFFECTIVE DATE 
13 
OF DISSOLUTION AS PROVIDED IN SECTION 136 OF THIS CODE, for the 
14 
purpose of prosecuting and defending suits by or against it and enabling it to 
15 
settle and close its affairs, to dispose of and convey its property and to 
16 
distribute its assets, but not for the purpose of continuing the business for 
17 
which it was established. 
18 
xxx 
xxxxxx 
19 
EXCEPT AS OTHERWISE PROVIDED FOR IN SECTIONS 95 AND 96 OF 
20 
THIS CODE, upon the winding up of corporate affairs, any asset distributable 
21 
to any creditor or stockholder or member who is unknown or cannot be 
22 
found shall be escheated [to the city or municipality where such assets are 
23 
located) IN FAVOR OF THE NATIONAL GOVERNMENT. 
24 
xxx 
xxx 
xxx" 
25 
SECTION 66. 
Section 125 is amended to delete "Securities and Exchange" from 
26 
"Securities and Exchange Commission" in each instance. Further, Sections 123, 124 and 125 
27 
of the Code are hereby renumbered as Sections 142, 143 and 144, respectively. 
28 
SECTION 67. 
Section 126 of the Code is hereby renumbered as Section 145 and 
29 
amended to read as follows: 
30 
"Sec. [126)145. Issuance of a license.- If the [Securities and Exchange) 
31 
Commission is satisfied that the applicant has complied with all the 
32 
requirements of this Code and other special laws, rules and regulations, the 
33 
Commission shall issue a license to the applicant to transact business in the 
34 
Philippines for the purpose or purposes specified in such license. Upon 
35 
issuance of the license, such foreign corporation may commence to transact 
36 
business in the Philippines and continue to do so for as long as it retains its 
60 


1 
authority to act as a corporation under the laws of the country or state of its 
2 
incorporation, unless such license is sooner surrendered, revoked, suspended 
3 
or annulled in accordance with this Code or other speCial laws. 
4 
Within sixty (60) days after the issuance of the license to transact 
5 
business in the Philippines, the licensee, except foreign banking or insurance 
6 
corporations, shall deposit with the [Securities and Exchange) Commission for 
7 
the benefit of present and future creditors of the licensee in the Philippines, 
8 
securities satisfactory to the [Securities and Exchange] Commission, consisting 
9 
of bonds or other evidence of indebtedness of the Government of the 
10 
Philippines, its political subdivisions and instrumentalities, or of government-
11 
owned or controlled corporations and entities, shares of stock OR DEBT 
12 
SECURITIES THAT ARE REGISTERED UNDER THE SECURITIES REGULATION 
13 
CODE [in "registered enterprises" as this term is defined in Republic Act No. 
14 
5186], shares of stock in domestic corporations [registered) LISTED in the 
15 
stock exchange, [or] shares of stock in domestic insurance companies and 
16 
banks, OR ANY FINANCIAL INSTRUMENT DETERMINED SUITABLE BY THE 
17 
COMMISSION, or any combination THEREOF [of these kinds of securities,] in 
18 
the actual market value of at least [one) FIVE hundred thousand [(PlOO,OOO.)) 
19 
(P500,OOO) pesos OR SUCH OTHER AMOUNT THAT MAY BE SET BY THE 
20 
COMMISSION; Provided, however, That within six (6) months after each fiscal 
21 
year of the licensee, the [Securities and Exchange] Commission shall require 
22 
the licensee to deposit additional securities OR FINANCIAL INSTRUMENTS 
23 
equivalent in actual market value to two (2%) percent of the amount by which 
24 
the licensee's gross income for that fiscal year exceeds [five) TEN million 
25 
[(PS,OOO,OOO.OO)) (PI0,OOO,OOO.OO) 
pesos. The [Securities and Exchange] 
26 
Commission shall also require THE deposit of add.itional securities OR 
27 
FINANCIAL INSTRUMENTS if the actual market value of the securities OR 
28 
FINANCIAL INSTRUMENTS on deposit has decreased by at least ten (10%) 
29 
percent of their actual market value at the time they were deposited. The 
30 
[Securities and Exchange] Commission may at its discretion release part of the 
31 
additional [securities] deposit[ed with it] if the gross income of the licensee 
32 
has decreased, or if the actual market value of the total [securities on] deposit 
33 
has increased, by more than ten (10%) percent of theiR actual market value 
34 
[of the securities] at the time they were deposited. The [Securities and 
35 
Exchange] Commission may, from time to time, allow the licensee to MAKE 
36 
substitute DEPOSITS [other securities] for those already on deposit as long as 
37 
the licensee is· solvent. Such licensee shall be entitled to collect the interest or 
38 
dividends on [the) SUCH [securities]depositS[ed]. In the event the licensee 
. 39 
ceases to do bUSiness in the Philippines, ITS [the securities) depositS[ed as 
40 
aforesaid) shall be returned, upon the licensee's application therefor and upon 
41 
proof to the satisfaction of the [Securities and Exchange] Commission that the 
42 
licensee has no liability to Philippine residents, including the Government of 
43 
the Republic of the Philippines. FOR PURPOSES OF COMPUTING THE 
61 


1 
SECURITIES 
DEPOSIT, 
THE 
COMPOSITION 
OF 
GROSS 
INCOME 
AND 
2 
ALLOWABLE DEDUCTIONS THEREFROM SHALL BE IN ACCORDANCE WITH THE 
3 
RULES OF THE COMMISSION." 
4 
SECTION 68. 
Sections 128, 130, 131, 132, 134, 135, and 136 of the Code are 
5 
hereby amended to delete "Securities and Exchange" from "Securities and Exchange 
6 
Commission" in each instance. Further, Sections 127 to 136 are hereby renumbered as 
7 
Sections 146 to 155 accordingly. 
8 
SECTION 69. 
A new title is inserted in the Code containing Sections 156 to 175, 
9 
thus: 
10 
TITLE XVI-INVESTIGATIONS, OFFENSES 
11 
AND PENALTIES 
12 
"Sec. lS6.INVESTlGATlON AND PROSECUTION OF OFFENSES. - THE 
13 
COMMISSION MAY, UPON COMPLAINT OR MOTU PROPRIO, MAKE SUCH 
14 
INVESTIGATIONS AS IT DEEMS NECESSARY TO DETERMINE WHETHER ANY 
15 
PERSON HAS VIOLATED OR IS ABOUT TO VIOLATE ANY PROVISION OF THIS 
16 
CODE, ANY RULE, REGULATION OR ORDER THEREUNDER, AND MAY REQUIRE 
17 
OR PERMIT ANY PERSON TO FILE WITH IT A STATEMENT IN WRITING, UNDER 
18 
OATH OR OTHERWISE, AS THE COMMISSION SHALL DETERMINE, AS TO ALL 
19 
FACTS 
AND 
CIRCUMSTANCES 
CONCERNING 
THE 
MAnER 
TO 
BE 
20 
INVESTIGATED. 
21 
THE COMMISSION MAY PUBLISH INFORMATION CONCERNING ANY 
22 
SUCH VIOLATIONS, AND TO INVESTIGATE ANY FACT, CONDITION, PRACTICE 
23 
OR MAnER WHICH IT MAY DEEM NECESSARY OR PROPER TO AID IN THE 
24 
ENFORCEMENT OF THE PROVISIONS OF THIS CODE, IN THE PRESCRIBING OF 
25 
RULES AND REGULATIONS THEREUNDER, OR IN SECURING INFORMATION TO 
26 
SERVE 
AS 
A 
BASIS 
FOR 
RECOMMENDING 
FURTHER 
LEGISLATION 
27 
CONCERNING THE MAnERS TO WHICH THIS CODE RELATES: PROVIDED, 
28 
HOWEVER, THAT ANY PERSON REQUESTED OR SUBPOENAED TO PRODUCE 
29 
DOCUMENTS OR TESTIFY IN ANY INVESTIGATION SHALL SIMULTANEOUSLY 
30 
BE NOTIFIED IN WRITING OF THE PURPOSE OF SUCH INVESTIGATION: 
31 
PROVIDED, FURTHER, THAT ALL CRIMINAL COMPLAINTS FOR VIOLATION OF 
32 
THIS CODE, AND THE IMPLEMENTING RULES AND REGULATIONS ENFORCED 
33 
OR ADMINISTERED BY THE COMMISSION SHALL BE REFERRED TO THE 
34 
DEPARTMENT 
OF 
JUSTICE 
FOR 
PRElIMINARY 
INVESTIGATION 
AND 
35 
PROSECUTION BEFORE THE PROPER COURT: PROVIDED, FURTHERMORE, 
36 
THAT IN INSTANCES WHERE THE LAW ALLOWS INDEPENDENT CIVIL OR 
37 
CRIMINAL PROCEEDINGS OF VIOLATIONS ARISING FROM THE SAME ACT, THE 
38 
COMMISSION SHALL TAKE APPROPRIATE ACTION TO IMPLEMENT THE SAME. 
62 


1 
SEC. 157. 
ADMINISTRATION OF OATHS, AND SUBPOENA OF 
2 
WITNESSES AND DOCUMENTS. - FOR THE PURPOSE OF THE INVESTIGATIONS 
3 
IN THE PRECEDING SECTION, OR ANY OTHER PROCEEDING UNDER THIS 
4 
CODE, THE 
COMMISSION OR ANY OFFICER 
DESIGNATED 
BY 
IT IS 
5 
EMPOWERED TO ADMINISTER OATHS AND AFFIRMATIONS, SUBPOENA 
6 
WITNESSES, 
COMPEL 
ATIENDANCE, 
TAKE 
EVIDENCE, 
REQUIRE 
THE 
7 
PRODUCTION OF ANY BOOK, PAPER, CORRESPONDENCE, MEMORANDUM, 
8 
OR OTHER RECORD WHICH THE COMMISSION DEEMS RELEVANT OR 
9 
MATERIAL TO THE INQUIRY, AND TO PERFORM SUCH OTHER ACTS 
10 
NECESSARY IN THE CONDUCT OF SUCH INVESTIGATION OR PROCEEDINGS. 
11 
SECTION 158. CEASE AND DESIST ORDERS. - WHENEVER IT SHALL 
12 
APPEAR TO THE COMMISSION THAT ANY PERSON HAS ENGAGED OR IS 
13 
ABOUT TO ENGAGE IN ANY ACT OR PRACTICE CONSTITUTING A VIOLATION 
14 
OF ANY PROVISION OF THIS CODE, ANY RULE, REGULATION OR ORDER 
15 
THEREUNDER, IT MAY ISSUE AN ORDER FOR SUCH PERSON TO DESIST FROM 
16 
COMMITIING SUCH ACT OR PRACTICE. AFTER FINDING THAT SUCH PERSON 
17 
HAS ENGAGED IN ANY SUCH ACT OR PRACTICE AND THAT THERE IS A 
18 
REASONABLE LIKELIHOOD OF SUCH PERSON CONTINUING FURTHER OR 
19 
FUTURE VIOLATIONS, THE COMMISSION MAY ISSUE, EX PARTE A CEASE AND 
20 
DESIST ORDER ENJOINING SUCH PERSON FROM FURTHER OR FUTURE 
21 
VIOLATIONS FOR A MAXIMUM PERIOD OF TWENTY (20) DAYS. 
22 
THEREAFTER, THE COMMISSION MAY PROCEED ADMINISTRATIVELY 
23 
AGAINST SUCH PERSON IN ACCORDANCE WITH SECTION 160, AND/OR 
24 
TRANSMIT SUCH EVIDENCE AS MAY BE AVAILABLE CONCERNING ANY 
25 
VIOLATION OF ANY PROVISION OF THIS CODE, OR ANY RULE, REGULATION 
26 
OR ORDER THEREUNDER, TO THE DEPARTMENT OF JUSTICE, WHICH MAY 
27 
INSTITUTE THE APPROPRIATE CRIMINAL PROCEEDINGS UNDER THIS CODE, 
28 
AND/OR TO THE PROPER COURT, TRIBUNAL, OR QUASI-JUDICIAL AGENCY IN 
29 
INSTANCES WHERE THE LAW ALLOWS INDEPENDENT CIVIL OR CRIMINAL 
30 
PROCEEDINGS OF VIOLATIONS ARISING FROM THE SAME ACT. 
31 
SEC. 159. CONTEMPT. - ANY PERSON WHO, WITHIN HIS POWER BUT 
32 
WITHOUT JUSTIFIABLE OR LAWFUL CAUSE, FAILS OR REFUSES TO COMPLY 
33 
WITH ANY LAWFUL ORDER, DECISION OR SUBPOENA ISSUED BY THE 
34 
COMMISSION SHALL, AFTER DUE NOTICE AND HEARING, BE GUILTY OF 
35 
CONTEMPT OF THE COMMISSION. SUCH PERSON SHALL BE FINED IN SUCH 
36 
AMOUNT AS THE COMMISSION MAY DETERMINE. WHEN THE FAILURE OR 
37 
REFUSAL IS A CLEAR AND OPEN DEFIANCE OF THE COMMISSION'S ORDER, 
38 
DECISION OR SUBPOENA, THE PERSON SHALL BE FINED ON A DAILY BASIS IN 
39 
AN AMOUNT THE COMMISSION MAY DETERMINE AND DETAINED UNDER AN 
40 
ARREST ORDER ISSUED BY THE COMMISSION UNTIL SUCH ORDER, DECISION 
41 
OR SUBPOENA IS COMPLIED WITH. 
63 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
SEC. 160. ADMINISTRATIVE SANCTIONS. -IF, AFTER DUE NOTICE AND 
HEARING INITIATED EITHER BY COMPLAINT OR MOTU PROPRIO, THE 
COMMISSION FINDS THAT ANY PROVISION OF THIS CODE, OR ANY OF THE 
COMMISSION'S RULES OR ORDERS HAS BEEN VIOLATED, THE COMMISSION 
MAY IMPOSE ANY OR ALL OF THE FOLLOWING SANCTIONS ON THOSE 
FOUND RESPONSIBLE FOR THE VIOLATION: 
(A) 
A FINE RANGING FROM FIVE THOUSAND PESOS 
(PHPS,OOO.OO) TO TWO MILLION PESOS (PHP2,OOO,OOO.OO) PLUS NOT 
MORE THAN ONE THOUSAND PESOS (PHP1,OOO.OO) FOR EACH DAY 
OF CONTINUING VIOLATION, IN NO CASE TO EXCEED TWO MILLION 
PESOS (PHP2,OOO,OOO.OO); 
(B) 
ARREST AND DETENTION IN CONNECTION WITH ITS 
CONTEMPT POWER UNDER SECTION 159; 
(e) 
SUSPENSION OR REVOCATION OF THE CERTIFICATE OF 
INCORPORATION; 
(D) 
DISSOLUTION 
OF 
THE 
CORPORATION 
AND 
17 
FORFEITURE OF ITS ASSETS UNDER THE CONDITIONS IN TITLE XV OF 
18 
THIS CODE; AND 
19 
(E) 
OTHER PENALTIES WITHIN THE POWER OF THE 
20 
COMMISSION TO IMPOSE OR AS PRESCRIBED IN ITS RULES AND 
21 
REGULATIONS. 
22 
THE IMPOSITION OF THE FOREGOING ADMINISTRATIVE SANCTIONS 
23 
SHALL BE WITHOUT PREJUDICE TO THE FILING OF CIVIL COMPLAINTS 
24 
AND/OR CRIMINAL CHARGES UNDER THIS CODE AND OTHER LAWS AGAINST 
25 
THE CORPORATION AND/OR THOSE RESPONSIBLE FOR THE VIOLATION, IN 
26 
INSTANCES WHERE THE LAW ALLOWS INDEPENDENT CIVIL OR CRIMINAL 
27 
PROCEEDINGS OF VIOLATIONS ARISING FROM THE SAME ACT. 
28 
SEC. 
161. 
CONTINUED AND UNJUSTIFIED 
USE OF FORMER 
29 
CORPORATE NAME; PENALTIES. -
A CORPORATION THAT CONTINUES TO 
30 
USE 
A 
CORPORATE 
NAME ALREADY 
PREVIOUSLY 
REMOVED 
FROM 
31 
REGISTRATION OR RESERVATION SHALL BE PUNISHED WITH A FINE 
32 
RANGING FROM FIFTY THOUSAND PESOS (PHPSO,OOO.OO) TO TWO HUNDRED 
33 
THOUSAND PESOS (PHP200,OOO.OO) AND/OR IMPRISONMENT OF SIX (6) 
34 
MONTHS TO TWO (2) YEARS AT THE DISCRETION OF THE COURT; PROVIDED 
35 
THAT THE CORPORATION MAY CLAIM THE DEFENSE THAT IT, OR ANY OF ITS 
36 
STOCKHOLDERS OR OTHER DIRECTORS/OFFICERS EXERTED REASONABLE 
37 
EFFORTS AGAINST THE CONTINUED AND UNJUSTIFIED USE OF THE FORMER 
64 


1 
CORPORATE 
NAME, 
IN 
WHICH 
CASE 
ONLY 
THE 
RESPONSIBLE 
2 
DIRECTORS/OFFICERS SHALL BE HELD CRIMINALLY LIABLE UNDER THIS 
3 
PROVISION. 
4 
Sec. 162. CONCEALMENT OF DISQUALIFICA TlON; PENAL TIES. - EACH 
5 
WILLFUL OR DELIBERATE CONCEALMENT BY A DIRECTOR OR TRUSTEE OF 
6 
ANY DISQUALIFICATION UNDER SECTION 27 ALREADY EXISTING AT THE TIME 
7 
HE ACCEPTED THE POST, SHALL BE PUNISHED BY A FINE RANGING FROM 
8 
FIFTY THOUSAND PESOS (PHPSO,OOO.OO) TO TWO HUNDRED THOUSAND 
9 
PESOS (PHP200,000.00) AND/OR IMPRISONMENT OF SIX (6) MONTHS TO 
10 
TWO (2) YEARS AT THE DISCRETION OF THE COURT, AND BY A PERMANENT 
11 
DISQUALIFICATION 
FROM 
FURTHER ACTING 
AS 
DIRECTOR 
OF 
ANY 
12 
CORPORATION. FOR PURPOSES OF THIS SECTION, CONCEALMENT SHALL BE 
13 
WILLFUL OR DELIBERATE WHEN, DESPITE HAVING KNOWLEDGE OF THE 
14 
EXISTENCE OF THE DISQUALIFICATION, THE DIRECTOR OR TRUSTEE ACCEPTS 
15 
THE POST. 
16 
Sec. 163. 
VIOLATION OF DUTY TO KEEP OR MAINTAIN RECORDS 
17 
AND/OR ALLOW THEIR INSPECTION OR REPRODUCTION; PENALTIES. - THE 
18 
UNJUSTIFIED FAILURE OR REFUSAL BY THE CORPORATION, OR BY THOSE 
19 
RESPONSIBLE 
FOR KEEPING AND MAINTAINING THE CORPORATION'S 
20 
RECORDS, TO COMPLY WITH SECTIONS 46, 74, 93, 180 AND OTHER 
21 
PROVISIONS OF THIS CODE AND THE RULES OF THE COMMISSION WITH 
22 
RESPECT TO THE RETENTION, MAINTENANCE AND KEEPING OF RECORDS 
23 
AND ALLOWING THEIR INSPECTION OR REPRODUCTION, AS THE CASE MAY 
24 
BE, SHALL BE PUNISHED WITH A FINE RANGING FROM FIFTY THOUSAND 
25 
PESOS 
(PHPSO,OOO.OO) 
TO 
FIVE 
HUNDRED 
THOUSAND 
PESOS 
26 
(PHP500,000.00) AND IMPRISONMENT OF THIRTY (30) DAYS TO TWO (2) 
27 
YEARS AT THE DISCRETION OF THE COURT. 
28 
THE PENALTIES IMPOSED UNDER THIS SECTION SHALL BE IN 
29 
ADDITION TO THE SANCTIONS IMPOSED BY THE COMMISSION IN THE 
30 
EXERCISE OF ITS CONTEMPT POWERS UNDER SECTION 159 TO COMPEL 
31 
COMPLIANCE WITH THE DUTIES UNDER THE MENTIONED PROVISIONS. 
32· 
SEC. 164. KNOWING OR WILLFUL CERTIFICATION OF INCOMPLETE, 
33 
INACCURATE, FALSE OR MISLEADING STATEMENTS OR REPORTS; PENALTIES. 
34 
-
ANY PERSON WHO CERTIFIES ANY REPORT OR MAnER AS SET FORTH IN 
35 
THISCODE KNOWING, OR BEING IN A POSITION TO KNOW, THAT THE SAME 
36 
IS INCOMPLETE, INACCURATE, OR CONTAINS FALSE OR MISLEADING 
37 
INFORMATION OR STATEMENTS SHALL BE PUNISHED WITH A FINE RANGING 
38 
FROM TWO HUNDRED THOUSAND PESOS (PHP200,000.00) TO TWO MILLION 
39 
PESOS (PHP2,000,000.00) AND/OR IMPRISONMENT OF TWO (2) TO TEN (10) 
40 
YEARS. WHEN THE VIOLATION IS WILLFUL, THE PENALTY SHALL BE A FINE 
65 


1 
RANGING FROM FOUR HUNDRED THOUSAND PESOS (PHP400,000.00) TO 
2 
FOUR MILLION PESOS (PHP4,000,000.00) AND/OR IMPRISONMENT OF FOUR 
3 
(4) TO TWENTY (20) YEARS. 
4 
SEC. 165. INDEPENDENTAUDITORCOLLUSION; PENALTIES. -
WHEN 
5 
AN INDEPENDENT AUDITOR COLLUDES WITH A CORPORATION OR ITS 
6 
REPRESENTATIVES 
AND 
CERTIFIES 
THE 
CORPORATION'S 
FINANCIAL 
7 
STATEMENTS 
WHICH 
ARE EITHER INCOMPLETE OR WHICH CONTAIN 
8 
INACCURATE, FALSE OR MISLEADING STATEMENTS OR REPORTS, OR WHICH 
9 
DO 
NOT 
GIVE 
A 
FAIR 
AND 
ACCURATE 
PRESENTATION 
OF 
THE 
10 
CORPORATION'S CONDITION, SUCH AUDITOR SHALL BE PUNISHED WITH A 
11 
FINE RANGING FROM FOUR HUNDRED THOUSAND PESOS (PHP400,OOO.OO) 
12 
TO FOUR MILLION PESOS (PHP4,000,000.OO) AND/OR IMPRISONMENT OF 
13 
FOUR (4) TO TWENTY (20) YEARS. 
14 
SEC. 166. 
PROCURING THE ORGANIZATION OF A CORPORATION 
15 
THROUGH FRAUD; PENALTIES. -
THOSE RESPONSIBLE FOR PROCURING THE 
16 
ORGANIZATION OF A CORPORATION THROUGH FRAUD, OR ASSISTING 
17 
DIRECTLY OR INDIRECTLY THEREIN, SHALL BE PUNISHED WITH A FINE 
18 
RANGING FROM FIVE HUNDRED THOUSAND PESOS (PHP500,000.00) TO 
19 
TWO MILLION PESOS (PHP2,000,000.00) AND/OR IMPRISONMENT OF TWO 
20 
(2) TO TEN (10) YEARS AT THE DISCRETION OF THE COURT. 
21 
Sec. 167. 
FRAUDULENT OR UNLAWFUL CONDUCT OF BUSINESS; 
22 
PENALTIES. - A CORPORATION THAT WILLFULLY CONDUCTS ITS BUSINESS IN 
23 
A FRAUDULENT OR OTHERWISE UNLAWFUL MANNER SHALL BE PUNISHED 
24 
WITH 
A 
FINE 
RANGING 
FROM 
FIVE 
HUNDRED THOUSAND 
PESOS 
25 
(PHP500,000.00) TO TWO MILLION PESOS (PHP2,000,000.00) AND/OR 
26 
IMPRISONMENT OF FIVE (5) TO TEN (10) YEARS AT THE DISCRETION OF THE 
27 
COURT. 
28 
Sec. 168. THEFT OF IDENTITY; PENALTIES. - ANY CORPORATION WHO 
29 
WILLFULLY OBTAINS ANY IDENTIFYING INFORMATION OF A PERSON, 
30 
WHETHER NATURAL OR JURIDICAL, AND USES THAT INFORMATION FOR ANY 
31 
UNLAWFUL PURPOSE,INCLUDING BUT NOT LIMITED TO OBTAINING, OR 
32 
ATTEMPTING TO OBTAIN, CREDIT, GOODS, SERVICES, OR REAL PROPERTY 
33 
WITHOUT THE CONSENT OF THAT PERSON, SHALL BE PUNISHED WITH A FINE 
34 
RANGING FROM ONE MILLION PESOS (PHP1,OOO,OOO.OO) TO FIVE MILLION 
35 
PESOS (PHP5,OOO,OOO.00) AND IMPRISONMENT OF TEN (10) YEARS. 
THE 
36 
SAME PENALTY SHALL BE IMPOSED WHEN THE OFFENDER IS A NATURAL 
37 
PERSON,OR A GROUP THEREOF, AND THE IDENTITY STOLEN IS THAT OF A 
38 
CORPORATION. 
66 


1 
Sec. 169. ACTING AS INTERMEDIARIES FOR GRAFT AND CORRUPT 
2 
PRACTICES; PENALTIES. - A CORPORATION CREATED FOR THE PURPOSE OF 
3 
COMMITIING, OR AIDING IN THE COMMISSION OF, GRAFT AND CORRUPT 
4 
PRACTICES OR IN THE CONCEALMENT THEREOF SHALL BE PUNISHED BY A 
5 
FINE RANGING FROM ONE MILLION (PHP1,000,000.00) TO FIVE MILLION 
6 
(PHP5,000,000.00) PESOS AND IMPRISONMENT OF TEN (10) YEARS. 
7 
THE CORPORATION'S FAILURE TO SHOW THAT IT HAS INSTALLED 
8 
SAFEGUARDS TO ENSURE THAT IT IS CARRYING OUT ITS SERVICES IN A 
9 
TRANSPARENT AND LAWFUL MANNER, AND THAT IT HAS INSTALLED 
10 
POLICIES, CODES OF ETHICS AND PROCEDURES AGAINST GRAFT AND 
11 
CORRUPTION, WHEN COUPLED WITH A FINDING OF GRAFT AND CORRUPT 
12 
PRACTICES AGAINST ANY OF THEIR DIRECTORS, OFFICER, EMPLOYEES, 
13 
AGENTS, OR REPRESENTATIVES, SHALL BE PRIMA FACIE EVIDENCE OF 
14 
LIABILITY UNDER THIS SECTION. 
15 
Sec. 170. ENGAGING INTERMEDIARIES FOR GRAFT AND CORRUPT 
16 
PRACTICES; PENALTIES. -
A CORPORATION THAT, FOR THE PURPOSE OF 
17 
SHIELDING ITSelF FROM LIABILITY FOR GRAFT AND CORRUPT PRACTICES, 
18 
ENGAGES THE SERVICES OF AN INTERMEDIARY WHO COMMITS GRAFT AND 
19 
CORRUPT PRACTICES FOR THE CORPORATION'S BENEFIT OR IN ITS INTEREST, 
20 
SHALL BE PUNISHED BY A FINE OF ONE MILLION PESOS (PHP1,000,000.00) 
21 
AND IMPRISONMENT OF TEN (10) YEARS. 
22 
THE CORPORATION'S FAILURE TO SHOW THAT IT HAS USED THE 
23 
HIGHEST DEGREE OF DILIGENCE AND CARE WHEN ACQUIRING THE SERVICES 
24 
OF AN INTERMEDIARY, THAT IT HAS SUFFICIENT KNOWLEDGE AND HAS 
25 
INSTALLED SAFEGUARDS TO ENSURE THAT THE INTERMEDIARY IS CARRYING 
26 
OUT THE CONTRACTED SERVICES IN A TRANSPARENT AND LAWFUL 
27 
MANNER, AND THAT IT HAS INSTALLED POLICIES, CODES OF ETHICS AND 
28 . 
PROCEDURES DESIGNED TO PREVENT GRAFT AND CORRUPTION, WHEN 
29 
COUPLED WITH A FINDING OF GRAFT AND CORRUPT PRACTICES AGAINST 
30 
THE INTERMEDIARY, SHALL BE PRIMA FACIE EVIDENCE OF LIABILITY UNDER 
31 
THIS SECTION. 
32 
Sec. 171. TOLERATING GRAFT AND CORRUPT PRACTICES; PENALTIES. 
33 
-A DIRECTOR, TRUSTEE, 
OR OFFICER OF THE 
CORPORATION WHO 
34 
KNOWINGLY ALLOWS OR TOLERATES THE COMMISSION OF GRAFT AND 
35 
CORRUPT PRACTICES OR OTHER FRAUDULENT ACTS BY ITS DIRECTORS, 
36 
TRUSTEES, OFFICERS, OR EMPLOYEES, FAILING TO SANCTION THEM, REPORT 
37 
THEIR ACTIONS TO THE PROPER AGENCIES, AND/OR FILE THE APPROPRIATE 
38 
ACTION AGAINST THEM, SHALL BE PUNISHED BY A FINE OF ONE MILLION 
39 
PESOS (PHP1,000,000.00) AND IMPRISONMENT TEN (10) YEARS. 
67 


1 
SEC. 172. RETALIATION AGAINST WHISTLEBLOWERS. -ANY PERSON 
2 
WHO, KNOWINGLY AND WITH THE INTENT TO RETALIATE, TAKES ANY 
3 
ACTION HARMFUL TO ANOTHER PERSON, INCLUDING BUT NOT LIMITED TO 
4 
INTERFERENCE WITH THE LAWFUL EMPLOYMENT OR LIVELIHOOD OF ANY 
5 
PERSON, FOR PROVIDING ANY TRUTHFUL INFORMATION RELATING TO THE 
6 
COMMISSION OR POSSIBLE COMMISSION OF ANY OFFENSE OR VIOLATION 
7 
UNDER THIS CODE, SHALL BE PUNISHED WITH A FINE RANGING FROM FIVE 
8 
HUNDRED THOUSAND PESOS (PHPSOO,OOO.OO) TO ONE MILLION PESOS 
9 
(PHP1,OOO,OOO.00) AND/OR IMPRISONMENT OF FIVE (5) TO TEN (10) YEARS, 
10 
AT THE DISCRETION OFTHE COURT. 
11 
"Sec.[141)l73.0THER Violations oj the Code; SEPARATE LIABILITY. -
12 . 
Violations of any of the other provisions of this Code or its amendments not 
13 
otherwise specifically penalized herein shall be punished by a fine of not less 
14 
than [one] FIFTY thousand [Pi,OOO.OO] (PSO,OOO.OO) pesos but not more than 
15 
ONE MILLION (P1,OOO,OOO.00) [ten thousand (PiO,OOO.OO)] pesos AND/or by 
16 
imprisonment [for] OF not less than thirty (30) days but not more than five (5) 
17 
years, or both, [in] AT the discretion of the court. If the violation is committed 
18 
by a corporation, the same may, after notice and hearing, be dissolved in 
19 
appropriate proceedings before the [Securities and Exchange] Commission: 
20 
Provided, That such dissolution shall not preclude the institution of 
21 
appropriate action against the director, trustee or officer of the corporation 
22 
responsible for said violation: Provided, further, That nothing in this section 
23 
shall be construed to repeal the other causes for dissolution of a corporation 
24 
provided in this Code. 
25 
LIABILITY FOR ANY OF THE FOREGOING OFFENSES SHALL BE 
26 
SEPARATE 
FROM 
AND 
WITHOUT 
PREJUDICE 
TO 
ANY 
OTHER 
27 
ADMINISTRATIVE CIVIL, CRIMINAL LIABILITY UNDER THIS CODE AND OTHER 
28 
LAWS. 
29 
SEC. 174. LIABILITY OF DIRECTORS, TRUSTEES, OFFICERS OR OTHER 
30 
EMPLOYEES. - IF THE OFFENDER IS A CORPORATION THE PENALTY MAY, AT 
31 
THE DISCRETION OF THE COURT, BE IMPOSED UPON SUCH CORPORATION 
32 
AND/OR UPON ITS DIRECTORS, TRUSTEES, STOCKHOLDERS, MEMBERS, 
33 
OFFICERS 
OR 
EMPLOYEES 
RESPONSIBLE 
FOR 
THE 
VIOLATION 
OR 
34 
INDISPENSABLE TO ITS COMMISSION. 
35 
SEC. 175. 
LIABILITY OF AlDERS AND ABETTORS AND OTHER 
36 
SECONDARY LIABILITY. -
ANYONE WHO SHALL AID, ABET, COUNSEL, 
37 
COMMAND, INDUCE OR PROCURE ANY VIOLATION OF THIS CODE, OR ANY 
38 
RULE, REGULATION OR ORDER OF THE COMMISSION OR WHO SHALL ASSIST 
39 
THE ACT OR OMISSION OF ANY PERSON PRIMARILY LIABLE FOR THE 
40 
VIOLATION, WITH KNOWLEDGE OR IN RECKLESS DISREGARD THAT SUCH ACT 
68 


1 
OR· OMISSION IS WRONGFUL SHALL BE PUNISHED WITH A FINE AND/OR 
2 
IMPRISONMENT NOT EXCEEDING THAT IMPOSED ON THE PRINCIPAL 
3 
OFFENDERS, AT THE DISCRETION OF THE COURT AFTER TAKING INTO 
4 
ACCOUNT THEIR PARTICIPATION IN THE OFFENSE. 
5 
SECTION 70. 
Title XVI on Miscellaneous Provisions is hereby renumbered as 
6 
Title XVII. 
7 
SECTION 71. 
Sections 137 and 138 of the Code are renumbered as Sections 176 
8 
and 177, respectively. 
9 
SECTION 72. 
Section 140 of the Code is hereby renumbered as Section 179 and 
10 
amended to read as follows: 
11 
"Sec. [140]179. NATlONALlTYAND Stock ownership OF [in certainl 
12 
corporations. 
-THE 
NATIONAlITY 
OFA 
CORPORATION 
SHALL 
BE 
13 
DETERMINED BY COMPUTING THE REQUIRED PERCENTAGE OF FILIPINO 
14 
OWNERSHIP BASED ON BOTH lAl. THE ENTIRE OUTSTANDING CAPITAL 
15 
STOCK, AND {hl THE VOTING STOCKS. TAKING INTO CONSIDERATION THE 
16 
FULL BENEFICIAL OWNERSHIP OF THE STOCKS. 
17 
EXCEPT WHEN THE CORPORATION IS REQUIRED BY THE CONSTITUTION OR 
18 
BY STATUTE TO BE WHOLLY NATIONALIZED. OR WHEN THE CORPORATION 
19 
HAS 8 CORPORATE STOCKHOlDER OWNING LESS THAN 60% OF BOTH !Th 
20 
OUTSTANDING CAPITAL STOCK AND VOTING STOCKS. THE CONTROL TEST 
21 
SHALL BE APPLIED WHEN DETERMINING ITS NATIONALITY. 
22. 
23 
EXCEPT WHEN 8 MORE STRINGENT MEASURE IS REQUIRED IN THE 
24 
CONSTITUTION OR OTHER LAWS. 8 CORPORATION SHALL BE DEEMED 8 
25 
PHILIPPINE NATIONAL WHEN: 
26 
27 
(A) 
IT IS ORGANIZED UNDER THE LAWS OF THE PHILIPPINES AND 
28 
AT LEAST SIXTY PERCENT (60%1 OF THE CAPITAL STOCK 
29 
OUTSTANDING AND ENTITLED TO VOTE IS OWNED AND HELD 
30 
BY CITIZENS OF THE PHILIPPINES. PROVIDED. THAT WHERE A 
31 
CORPORATION AND!Th NON-FILIPINO STOCKHOLDERS OWN 
32 
STOCKS 
IN ANOTHER CORPORATION. 
AT LEAST ~ 
33 
PERCENT (60%1 OF THE CAPITAL STOCKS OUTSTANDING AND 
34 
ENTITLED TO VOTE OF BOTH CORPORATIONS MUST M. 
35 
OWNED AND HELD BY CITIZENS OF THE PHILIPPINES AND AT 
36 
LEAST SIXTY PERCENT (60%1 OF THE MEMBERS OF THE 
37 
BOARD OF DIRECTORS OF BOTH CORPORATIONS MUST BE 
38 
CITIZENS OF THE PHILIPPINES: OR 
39 
(B) 
ALTHOUGH ORGANIZED ABROAD. IT IS REGISTERED AS 
40 
DOING BUSINESS IN THE PHILIPPINES UNDER THIS CODE AND 
41 
ONE HUNDRED PERCENT (100%1 OF THE CAPITAL STOCK 
69 


1 
OUTSTANDING AND ENTITLED TO VOTE IS WHOLLY OWNED 
2 
BY FILIPINOS. 
3 
4 
[Pursuant to the duties specified by Article XIV of the Constitution, the] THE 
5 
National Economic and Development Authority shail, from time to time, 
6 
UPON FINDING OR RECOMMENDATION FROM THE COMMISSION OR FROM 
7 
OTHER APPROPRIATE GOVERNMENT AGENCIES, make a determination of 
8 
whether the corporate vehicle has been used by any corporation or by 
9 
business or industry to frustrate the provisions thereof or of applicable laws, 
10· 
and shall submit to the (Batasang Pambansa] CONGRESS, whenever deemed 
11 
necessary, a report of its findings, including recommendations for their 
12 
prevention or correction. 
13 
14 
Maximum limits may be set by the [Batasang Pambansa] CONGRESS for 
15 
stockholdings in corporations declared by it to be vested with a public 
16 
interest pursuant to the provisions of this section, belonging to individuals or 
17 
groups of individuals related to each other by consanguinity or affinity or by 
18 
close business interests, or whenever it is necessary to achieve national 
19 
objectives, prevent illegal monopolies or combinations in restraint or trade, 
20 
or to implement national economic policies declared in laws, rules and 
21 
regulations designed to promote the general welfare and foster economic 
22 
development. 
23 
24 
In recommending to the [Batasang Pamban'sa] CONGRESS corporations, 
25 
businesses or industries to be declared vested with a public interest and in 
26 
formulating proposals for limitations on stock ownership, the National 
27 
Economic and Development Authority shall consider the type and nature of 
28 
the industry, the size of the enterprise, the economies of scale, the 
29 
geographic location, the extent of Filipino ownership, the labor intensity of 
30 
the activity, the export potential, as well as other factors which are germane 
31 
to the realization and promotion of business and industry." 
32 
SECTION 73. 
Section 141 of the Code is hereby renumbered as Section 180and 
33 
amended to read as follows: 
34 
"Sec. [141]180. [Annual report] REPORTORIAL REQUIREMENTS of 
35 
corporations. -
EXCEPT AS OTHERWISE PROVIDED IN THIS CODE, every 
36 
corporation, domestic or foreign, [lawfully] doing business in the Philippines 
.37 
shall submit to the [Securities and Exchange] Commission, IN THE FORM AND 
38 
SUBSTANCE PRESCRIBED BY IT: 
39 
[an annual report of its operations, together with a financial 
40 
statement of its assets and liabilities, certified by any independent certified 
4) 
public accountant in appropriate cases, covering the preceding fiscal year and 
42 
such other requirements as the Securities and Exchange Commission may 
43 
require.] 
70 


1 
1. 
ANNUAL FINANCIAL STATEMENTS DULY AUDITED BY THE 
2 
CORPORATION'S INTERNAL AUDITOR AND BY AN INDEPENDENT CERTIFIED 
3 
PUBLIC 
ACCOUNTANT 
WHO 
IS 
ACCREDITED 
BY 
THE 
BOARD 
OF 
4 
ACCOUNTANCY AND WHO POSSESSES SUCH OTHER ACCREDITATION AS THE 
5 
COMMISSION MAY REQUIRE; 
6 
2. 
A GENERAL INFORMATION SHEET; 
7 
3. 
A DIRECTOR OR TRUSTEE COMPENSATION REPORT WHICH 
8 
SHALL CONTAIN, AMONG OTHERS, THE FOLLOWING: 
9 
a. 
THE 
CORPORATION'S POLlCV ON 
DIRECTOR 
OR 
10 
TRUSTEE REMUNERATION, INCLUDING THE FRAMEWORK FOR 
11 
DETERMINING THE 
REMUNERATION 
LEVELS 
FOR 
INDIVIDUAL 
12 
DIRECTORS OR TRUSTEES; 
13 
b. 
A CLEAR, CONCISE AND EASilY UNDERSTANDABLE 
14 
STATEMENT OF ALL FIXED AND VARIABLE COMPENSATION PAID AND 
15 
ALL INCENTIVES, AWARDS, AND/OR OPTIONS GIVEN, DIRECTLY OR 
16 
INDIRECTLY, TO DIRECTORS OR TRUSTEES DURING THE PRECEDING 
17 
FISCAL YEAR; AND 
18 
c. 
A STATEMENT OF OTHER FORMS OF REMUNERATION 
19 
AND/OR COMPENSATION ARRANGEMENTS NOT COVERED UNDER 
20 
THE PRECEDING SUB-PARAGRAPHS; 
21 
4. 
A DIRECTOR OR TRUSTEE APPRAISAL OR PERFORMANCE 
22 
REPORT AND THE STANDARDS OR CRITERIA USED TO ASSESS EACH 
23 
DIRECTOR OR TRUSTEE; 
24 
5. 
A DIRECTOROR TRUSTEE ATTENDANCE REPORT, INDICATING 
25 
THE ATTENDANCE OF EACH DIRECTOR OR TRUSTEE AT EACH OF THE 
26 
MEETINGS OF THE BOARD AND ITS COMMITTEES; 
27 
6. 
A STATEMENT OF ALL EXTERNAL AUDIT AND NON-AUDIT 
28 
FEES; 
29 
7. 
SUCH 
OTHER 
REPORTS THAT THE 
COMMISSION MAY 
30 
REQUIRE BY RULE. 
31 
THE 
FOREGOING 
REPORTORIAL 
REQUIREMENTS 
SHALL 
BE 
32 
ACCOMPANIED BY A CERTIFICATION FROM THE CHAIRMAN OF THE BOARD, 
33 
THE PRESIDENT, THE TREASURER AND THE CORPORATE SECRETARY (OR 
34 
THEIR EQUIVALENT) TO WIT: 
71 


1 
1. 
AS TO THE ANNUAL FINANCIAL STATEMENTS, THAT 
2 
THE INFORMATION CONTAINED THEREIN IS COMPLETE, FAIRLY 
3 
AND ACCURATELY PRESENTS, IN All MATERIAL RESPECTS, THE 
4 
FINANCIAL CONDITION OF THE CORPORATION AND DOES NOT 
5 
CONTAIN 
ANY 
FALSE 
OR 
MISLEADING 
STATEMENT 
OR 
6 
MISREPRESENTATION; 
7 
2. AS TO THE GENERAL INFORMATION SHEET, THAT THE 
8 
INFORMATION CONTAINED THEREIN IS COMPLETE, ACCURATE 
9 
AND 
DOES 
NOT 
CONTAIN 
ANY 
FALSE 
OR 
10 
MISlEADINGSTATEMENT OR MISREPRESENTATION; AND 
11 
3. AS TO THE DIRECTOR OR TRUSTEE COMPENSATION 
12 
REPORT, THAT THE INFORMATION CONTAINED THEREIN IS 
l3 
COMPLETE, 
FAIRLY 
AND 
ACCURATELY 
PRESENTS, 
IN 
ALL 
14 
MATERIAL RESPECTS, THE CORPORATION'S POLICY ON DIRECTOR 
15 
OR TRUSTEE REMUNERATION, THE ACTUAL REMUNERATIONS OF 
16 
SUCH DIRECTORS OR TRUSTEES, AND DOES NOT CONTAIN ANY 
17 
FALSE OR MISLEADING STATEMENT OR MISREPRESENTATION. 
18 
Such [report]REPORTORIAL REQUIREMENTS shall be submitted 
19 
ANNUALLY AND within such period as may be prescribed by the [Securities 
20 
and Exchange] Commission. 
21 
IF A CORPORATION FAILS TO SUBMIT ANY OF THE FOREGOING 
22 
REPORTORIAL REQUIREMENTS THREE TIMES, WHETHER INTERMITIENTLY 
23 
OR CONSECUTIVELY, WITHIN A PERIOD OF FIVE YEARS, THE COMMISSION 
24 
MAY, AFTER DUE NOTICE AND HEARING, PUT THE CORPORATION ON 
25 
DELINQUENCY STATUS OR REVOKE ITS CERTIFICATE OF INCORPORATION IN 
26 
ACCORDANCE WITH SECTION 22." 
27 
SECTION 74. 
Section 142 of the Code is hereby renumbered as Section 181and 
28 
amended to read as follows: 
29 
"Sec. [1421181. VISITORIAL POWER AND Confidential nature of 
30 
examination results. -
THE COMMISSION SHALL EXERCISE VISITORIAL 
31 
POWERS OVER ALL CORPORATIONS REGISTERED WITH IT. THESE VISITORIAL 
32 
POWERS SHALL INCLUDE, BUT NOT BE LIMITED TO EXAMINATION, 
33 
INVESTIGATION, INSPECTION OF RECORDS REGARDLESS OF THE FORM IN 
34 
WHICH THE INFORMATION IS CONTAINED, REGULATION AND SUPERVISION 
35 
OF ACTIVITIES, ENFORCING COMPLIANCE AND IMPOSING SANCTIONS IN 
36 
ACCORDANCE WITH THIS CODE. 
72 


1 
ANY UNJUSTIFIED REFUSAL OR OBSTRUCTION BY A CORPORATION, 
2 
OR ANYONE UNDER ITS EMPLOY, IN THE COMMISSION'S EXERCISE OF THE 
3 
FOREGOING AUTHORITY SHALL, IN ADDITION TO THE IMPOSITION OF 
4 
PENALTIES AND SANCTIONS UNDER THIS CODE, CONSTITUTE A JUSTIFIABLE 
5 
GROUND FOR THE REVOCATION OF ITS CERTIFICATE OF INCORPORATION." 
6 
All interrogatories propounded by the [Securities and Exchange] 
7 
Commission and the answers thereto, as well as the results of any 
8 
examination made by the Commission or by any other official authorized by 
9 
law to make an examination of the operations, books and records of any 
10 
corporation, shall be kept strictly confidential, except insofar as the law may 
11 
require the same to be made public, WHEN NECESSARY FOR THE 
12 
COMMISSION TO TAKE ACTION OR ISSUE ORDERS IN THE EXERCISE OF ITS 
13 
POWERS UNDER THIS CODE, or where such interrogatories, answers or 
14 
results are necessary to be presented as evidence before any court. 
15 
SECTION 75. 
Section 143 of Code is hereby renumbered as Section 182and 
16 
amended to read as follows: 
17 
"Sec. [143]182. [Rule-making power] POWERS AND FUNCTIONS of the 
18 
[Securities and Exchange] Commission AND JURISDICTION OVER ACTIONS. -
19 
CONSISTENT WITH AND IN ADDITION TO THE POWERS AND FUNCTIONS 
20 
PROVIDED 
IN 
PRESIDENTIAL 
DECREE 
NO. 
902-A, 
THE 
SECURITIES 
21 
REGULATION CODE, THE INVESTMENT HOUSES LAW, THE FINANCING 
22 
COMPANY ACT AND OTHER 
LAWS, 
[The Securities and 
Exchange] 
23 
Commission shall have [the power and authority], AMONG OTHERS, THE 
24 
FOLLOWING POWERS AND FUNCTIONS: 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
36 
1. 
HAVE JURISDICTION AND SUPERVISION OVER ALL 
CORPORATIONS, REGISTERED WITH IT, EXCEPT AS OTHERWISE 
PROVIDED UNDER THIS CODE; 
2. 
FORMULATE POLICIES AND RECOMMENDATIONS ON 
ISSUES PERTAINING TO THE REGULATION AND SUPERVISION OF 
CORPORATIONS, AND PROPOSE LEGISLATION AND AMENDMENTS 
THERETO; 
3. 
APPROVE 
OR 
REJECT 
APPLICATIONS, 
ISSUE 
OR 
REVOKE 
OTHER 
CERTIFICATIONS, 
REQUIRE 
ADDITIONAlSUBMISSIONS OR AMENDMENTS THERETO; 
4. 
REGULATE, INVESTIGATE, SUPERVISE THE ACTIVITIES 
OF PERSONS TO ENSURE COMPLIANCE WITH THIS CODE; 
73 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
13 
14 
15 
16 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 . 
27 
28 
29 
30 
31 
32 
33 
34 
35 
36 
37 
5. 
IMPOSE SANCTIONS FOR THE VIOLATIONS OF THIS 
CODE AND ITS 
RULES, 
REGULATIONS AND ORDERS OF THE 
COMMISSION ISSUED PURSUANT THERETO; 
6. 
PROMOTE 
CORPORATE 
GOVERNANCE 
AND, 
IN 
FURTHERANCE THEREOF, EXPAND OR ADD TO THE REQUIREMENTS 
WITH RESPECT TO, AMONG OTHERS, THE CONTENTS OF THE BY-
LAWS, 
THE 
QUALIFICATIONS 
AND 
DISQUALIFICATIONS 
OF 
DIRECTORS, AND THE RECORDS THAT MUST BE ON HAND AT THE 
CORPORATION'S ADDRESS OF RECORD AND THE ANNUAL REPORTS 
THAT MUST BE SUBMITIED TO THE COMMISSION; 
7. 
PREPARE, APPROVE, AMEND OR 
REPEAL RULES, 
REGULATIONS AND ORDERS, AND ISSUE OPINIONS AND PROVIDE 
GUIDANCE ON AND SUPERVISE COMPLIANCE WITH SUCH RULES, 
REGULATIONS AND ORDERS 
8. 
[to implement the provisions of this Code, and to 
promulgate rules and regulations reasonably necessary to enable it to 
perform its duties hereunder, particularly in the prevention of fraud 
and abuses on the part of the controlling stockholders, members, 
directors, trustees or officers.] ISSUE CEASE AND DESIST ORDERS 
WITHOUT THE NECESSITY OF A HEARING, TO PREVENT FRAUD OR 
INJURY TO THE PUBLlC[.]; 
9. 
PUNISH FOR CONTEMPT OF THE COMMISSION, BOTH 
DIRECT AND INDIRECT; 
10. 
COMPEL 
THE 
OFFICERS 
OF 
ANY 
REGISTERED 
CORPORATION TO CALL MEETINGS OF STOCKHOLDERS OR MEMBERS 
UNDER ITS SUPERVISION AND TO ISSUE SUCH ORDERS AS MAY BE 
APPROPRIATE, 
INCLUDING, 
WITHOUT 
LIMITATION, 
ORDERS 
DESIGNATING THE TIME AND PLACE OF THE ELECTION, THE RECORD 
DATE OR DATES FOR DETERMINATION OF STOCKHOLDERS ENTITLED 
TO NOTICE OF THE ELECTION AND TO VOTE THEREAT, AND THE 
FORM OF NOTICE OF SUCH ELECTION; 
11. 
ISSUE SUBPOENA DUCES TECUM AND SUMMON 
WITNESSES TO APPEAR IN PROCEEDINGS BEFORE THE COMMISSION 
AND IN APPROPRIATE CASES ORDER THE EXAMINATION, SEARCH 
AND SEIZURE OF ALL DOCUMENTS, PAPERS, FILES AND RECORDS, 
TAX RETURNS, AND BOOKS OF ACCOUNTS OF ANY ENTITY OR 
PERSON UNDER INVESTIGATION AS MAY BE NECESSARY FOR THE 
74 


1 
2 
3 
PROPER DISPOSITION OF THE CASES BEFORE IT, SUBJECT TO THE 
PROVISIONS OF EXISTING LAWS; 
12. 
SUSPEND OR REVOKE, AFTER PROPER NOTICE AND 
4 
HEARING, THE CERTIFICATE OF INCORPORATION OF CORPORATIONS 
5 
UPON ANY OF THE GROUNDS PROVIDED UNDER THIS CODE OR 
6 
WHEN DIRECTED BY FINAL JUDGMENT OF A COURT OF COMPETENT 
7 
JURISDICTION; 
8 
13. 
DISSOLVE OR OTHERWISE SANCTION CORPORATIONS 
9 
CREATED FOR, COMMITTING, AIDING IN THE COMMISSION OF, OR 
10 
IN 
ANY 
MANNER 
FURTHERING 
SECURITIES 
VIOLATIONS, 
11 . 
SMUGGLING, TAX EVASION, MONEY LAUNDERING,GRAFT AND 
12 
CORRUPT PRACTICES OR OTHER FRAUDULENT OR ILLEGAL ACTS; 
13 
14. 
ISSUE WRITS OF EXECUTION AND OF ATTACHMENT TO 
14 
ENFORCE PAYMENT OF THE FEES, ADMINISTRATIVE FINES AND 
15 
OTHER DUES COLLECTIBLE UNDER THIS CODE; 
16 
15. 
EXERCISE SUCH OTHER POWERS AS MAY BE PROVIDED 
17 
BY LAW AS WELL AS THOSE WHICH MAY BE IMPLIED FROM, OR 
18 
WHICH ARE NECESSARY OR INCIDENTAL TO CARRYING OUT THE 
19 
EXPRESS POWERS GRANTED TO THE COMMISSION TO ACHIEVE THE 
20 
OBJECTIVES AND PURPOSES OF THIS CODE AND SUCH OTHER LAWS. 
21 
NO COURT BELOW THE COURT OF APPEALS SHALL HAVE JURISDICTION TO 
22 
ISSUE 
ANY 
RESTRAINING 
ORDER, 
PRELIMINARY 
INJUNCTION 
OR 
23 
PRELIMINARY MANDATORY INJUNCTION IN ANY CASE, DISPUTE OR 
24 
CONTROVERSY THAT, DIRECTLY OR INDIRECTLY, INTERFERES WITH THE 
25 
PERFORMANCE BY THE COMMISSION OF ITS DUTIES AND RESPONSIBILITIES 
26 
UNDER THIS CODE." 
27 
SECTION 76. 
Section 144 of the Code is hereby deleted, amended and 
28 
transferred to Section 173. 
29 
SECTION 77. 
A new provision is inserted in the Code as Section 184: 
30 
SECTION 
184. 
DEVELOPMENT OF OTHER SYSTEMS. 
-
THE 
31 
COMMISSION SHALL, CONSIDERING ADVANCES IN TECHNOLOGY, DEVELOP 
32 
SUCH SYSTEMS AS IT MAY DEEM NECESSARY TO FACILITATE AND EXPEDITE, 
33 
AMONG OTHERS, CORPORATE NAME RESERVATION AND REGISTRATION, 
34 
INCORPORATION, AND THE SUBMISSION OF REPORTS, NOTICES, DOCUMENTS 
35 
AND OTHER PAPERS REQUIRED UNDER THIS CODE, AND PRESCRIBE THE 
36 
CORRESPONDING RULES AND REGULATIONS THEREFOR. THE COMMISSION 
75 


1 
SHALL HAVE FULL DISCRETION TO DETERMINE WHICH SYSTEM OR SYSTEMS 
2 
ALLOW THE MOST EFFECTIVE IMPLEMENTATION AND ENFORCEMENT OF THE 
3 
PROVISIONS OF THIS CODE 
4 
SECTION 78. 
A new provision is inserted in the Code as Section 185: 
5 
"SEC. 185. ARBITRATION. - WHEN THE ARTICLES OF INCORPORATION 
6 
OR BY-LAWS OF A DOMESTIC UNLISTED CORPORATION SO PROVIDE, ANY OR 
7 
ALL DISPUTES BETWEEN OR AMONG THE CORPORATION, ITS STOCKHOLDERS 
8 
OR MEMBERS, AND DIRECTORS ARISING OUT OF THE IMPLEMENTATION OF 
9 
THEIR ARTICLES OF INCORPORATION OR BY-LAWS, AS WelL AS OTHER 
10 
CONTROVERSIES ARISING OUT OF THEIR INTRACORPORATE RelATIONS, 
11 
INCLUDING BUT NOT LIMITED TO CONTROVERSIES IN THE ELECTION OR 
12 
APPOINTMENT OF THE CORPORATION'S DIRECTORS, TRUSTEES, OFFICERS OR 
13 
MANAGERS, SHAll BE REFERRED TO ARBITRATION. HOWEVER, ADISPUTE 
14 
SHALL NOT BE SUBMITIED TO ARBITRATION WHEN SUCH WILL LIMIT OR 
15 
PRECLUDE ANY RIGHT, ACTION OR DETERMINATION BY THE COMMISSION 
16 
THAT IT WOULD OTHERWISE BE AUTHORIZED TO ADOPT, ADMINISTER OR 
17 
ENFORCE UNDER THIS CODE AND EXISTING LAWS. SUCH DISPUTE SHALL BE 
18 
DEEMED EXCLUDED FROM THE AGREEMENT TO ARBITRATE, WHICH SHALL 
19 
OTHERWISE REMAIN VALID AND BINDING. 
20 
THE ARBITRATION AGREEMENT SHALL BE BINDING AGAINST THE 
21 
CORPORATION'S DIRECTORS, TRUSTEES, OFFICERS OR MANAGERS, UPON 
22 
ACCEPTANCE OF THEIR POST. 
23 
TO BE VALID, THE AGREEMENT TO ARBITRATE IN THE ARTICLES OF 
24 
INCORPORATION OR THE BY-LAWS SHOULD INDICATE THE NUMBER AND 
25 
PROCEDURE FOR THE APPOINTMENT OF ARBITRATORS AND GRANT TO A 
26 
DESIGNATED THIRD, INDEPENDENT, AND EXTERNAL PARTY OR BODY THE 
27 
POWER TO APPOINT THE ARBITRATORS. IF THE THIRD PARTY OR BODY FAilS 
28 
TO APPOINT THE ARBITRATORS IN THE MANNER AND WITHIN THE PERIOD 
29 
SPECIFIED IN THE AGREEMENT TO ARBITRATE, EACH PARTY TO THE 
30 
ARBITRATION MAY REQUEST THAT THE APPOINTMENT OF THE ARBITRATORS 
31 
BE MADE BY THE COMMISSION. ARBITRATORS SHALL BE THOSE WHO ARE 
32 
EITHER 
DULY 
ACCREDITED 
BY THE 
COMMISSION OR 
MEMBERS OF 
33 
ORGANIZATIONS DULY-ACCREDITED BY THE COMMISSION. 
34 
THE ARBITRAL TRIBUNAL SHALL HAVE FUll AUTHORITY TO RESOLVE 
35 
ALL ISSUES RELATING TO ITS JURISDICTION AND/OR THE VALIDITY OR 
36 
EFFECTIVITY OF THE ARBITRATION AGREEMENT. A REGIONAL TRIAL COURT 
37 
BEFORE WHICH AN INTRACORPORATE DISPUTE IS FILED SHALL, BEFORE THE 
38 
TERMINATION OF THE PRETRIAL CONFERENCE, DISMISS THE CASE UPON 
39 
DETERMINING THE EXISTENCE OF AN AGREEMENT TO ARBITRATE IN THE 
76 


1 
2 
3 
4 
5 
6 
7 
8 
9 
10 
11 
12 
ARTICLES OF INCORPORATION OR BY-LAWS OF THE CORPORATION, ANY 
AMENDMENT THEREOF, OR IN A SEPARATE AGREEMENT. 
THE ARBITRAL TRIBUNAL SHALL HAVE THE POWER TO GRANT INTERIM 
MEASURES NECESSARY TO ENSURE ENFORCEMENT OF THE AWARD, TO 
PREVENT A MISCARRIAGE OF JUSTICE, OR TO OTHERWISE PROTECT THE 
RIGHTS OF THE PARTIES. 
A FINAL ARBITRAL AWARD UNDER THIS SECTION SHALL BE EXECUTORY 
UPON THE LAPSE OF FIFTEEN (15) DAYS FROM RECEIPT THEREOF BY THE 
PARTIES AND SHALL BE STAYED ONLY BY THE FILING OF A BOND OR THE 
ISSUANCE BY THE APPELLATE COURT OF AN INJUNCTIVE WRIT. 
THE COMMISSION SHALL FORMULATE THE RULES AND REGULATIONS 
WHICH SHALL GOVERN ARBITRATION UNDER THIS SECTION." 
13 
14 
SECTION 79. 
A new provision is inserted in the Code as Section 186 and the 
15 
16 
17 
18 
19 
20 
21 
22 
23 
24 
25 
26 
succeeding provisions are re-numbered accordingly and amended as follows: 
"SEC.186. 
JURISDICTION 
OVER 
CORPORATIONS 
OF 
SPECIAL 
CHARACTER. - THE POWERS, AUTHORITIES AND RESPONSIBILITIES THAT ARE 
VESTED IN THE COMMISSION UNDER THIS CODE AND PRESIDENTIAL DECREE 
902-A 
INVOLVING 
CORPORATIONS 
OF 
A 
SPECIAL 
CHARACTER 
ARE 
TRANSFERRED TO THE COMMISSION ON ELECTIONS (COMELEC) WITH 
RESPECT TO PARTY-LIST ORGANIZATIONS, TO THE HOUSING AND LAND USE 
REGULATORY 
BOARD 
(HLURB) 
WITH 
RESPECT 
TO 
NEIGHBORHOOD 
ASSOCIATIONS 
AND 
HOMEOWNERS' 
ASSOCIATIONS, 
AND 
TO 
THE 
DEPARTMENT OF TRANSPORTATION AND COMMUNICATIONS (DOTC) WITH 
RESPECT TO THE ASSOCIATIONS OF OPERATORS AND DRIVERS OF PUBLIC 
TRANSPORT. 
THE 
MONITORING, 
SUPERVISION 
AND 
REGULATION 
OF 
27 
CORPORATIONS OF 
SUCH 
CHARACTER ABOVE-DESCRIBED 
PREVIOUSLY 
28 
REGISTERED WITH THE COMMISSION SHALL LIKEWISE BE TRANSFERRED TO 
29 
THE SAID PERTINENT GOVERNMENT AGENCIES, RESPECTIVELY. 
30 
FOR THIS PURPOSE, THE 
COMELEC, 
HLURB, AND DOTC, 
IN 
31 
COORDINATION 
WITH 
THE 
COMMISSION, 
SHALL 
PROMULGATE THE 
32 
CORRESPONDING IMPLEMENTING RULES AND/OR ENTER INTO INTER-
33 . 
AGENCY AGREEMENTS." 
34 
SECTION 80. 
Implementing Rules and Regulations. -
The Commission shall 
35 
promulgate and/or amend the necessary rules and regulations for the effective 
36 
implementation of this Act. 
77 


1 
SECTION 81. 
Separability Clause. - If any provision of this Act is declared invalid 
2 
or unconstitutional, other provisions hereof which are not affected thereby shall continue to 
3 
be in full force and effect. 
4 
SECTION 82. 
Repealing Clause. -
Any law, presidential decree or issuance, 
S 
executive order, letter of instruction, administrative order, rule or regulation contrary to or 
6 
inconsistent with any provision of this Act is hereby repealed or modified accordingly. 
7 
SECTION 83. 
Effectivity Clause. - This Act shall take effect fifteen (15) days after 
8 
its publication in the Official Gazette or in at least two (2) newspapers of general circulation, 
9 
whichever date comes earlier. 
78