SEVENTEENTH CONGRESS OF THE 
REPUBLIC OF THE PHILIPPINES 
First Regular Session
SE N A T E  
_
S B. No. _ 4  2 ^ 0
BILLS & INDEX
Prepared by the Committees on Constitutional Amendment and Revision of Codes and Trade 
Commerce and Entrepreneurship, with Senators Escudero, Drilon, Aquino, Angara and Zubiri
AN ACT
AMENDING BAT AS PAMBANSA BLG. 68 OR THE CORPORATION CODE OF THE PHILIPPINES 
Be it enacted by the Senate and House of Representatives of the Philippines in Congress assembled:
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SECTION 1. 
Section 6 of Batas Pambansa Big. 68 or The Corporation Code of the
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Philippines (hereinafter. Code], is hereby amended to read as follows:
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Sec. 6. Classification of shares. - THE CLASSIFICATION OF SHARES. THEIR
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CORRESPONDING RIGHTS, PRIVILEGES, OR RESTRICTIONS, AND THEIR
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STATED PAR VALUE, IF ANY, MUST BE INDICATED IN THE ARTICLES OF
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INCORPORATION. EACH SHARE SHALL BE EQUAL IN ALL RESPECTS TO
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EVERY OTHER SHARE, EXCEPT AS OTHERWISE PROVIDED IN THE ARTICLES
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OF INCORPORATION AND IN THE CERTIFICATE OF STOCK.
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The shares [of stock of] IN stock corporations may be divided into classes
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or series of shares, or both[, any of which classes or series of shares may have
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such rights, privileges or restrictions as may be stated in the articles of
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incorporation: Provided, That]. N[n]o share may be deprived of voting rights
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except those classified and issued as "preferred" or "redeemable” shares, unless
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otherwise provided in this Code: Provided [further,] That, there shall always be a
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class or series of shares [which have] WITH complete voting rights.


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HOLDERS 
OF 
NON-VOTING SHARES SHALL NEVERTHELESS 
BE 
ENTITLED TO VOTE ON THE FOLLOWING MATTERS:
1. AMENDMENT OF THE ARTICLES OF INCORPORATION;
2. ADOPTION AND AMENDMENT OF BY-LAWS;
3. SALE, 
LEASE, 
EXCHANGE, 
MORTGAGE, 
PLEDGE, 
OR 
OTHER 
DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATE 
PROPERTY;
4. INCURRING, CREATING OR INCREASING BONDED INDEBTEDNESS;
5. INCREASE OR DECREASE OF CAPITAL STOCK;
6. MERGER OR CONSOLIDATION OF THE CORPORATION WITH 
ANOTHER CORPORATION OR OTHER CORPORATIONS;
7. INVESTMENT OF CORPORATE FUNDS IN ANOTHER CORPORATION 
OR BUSINESS IN ACCORDANCE WITH THIS CODE; AND
8. DISSOLUTION OF THE CORPORATION.
EXCEPT 
AS 
PROVIDED 
IN 
THE 
IMMEDIATELY 
PRECEDING 
PARAGRAPH, 
THE 
VOTE 
NECESSARY 
TO 
APPROVE 
A 
PARTICULAR 
CORPORATE ACT AS PROVIDED IN THIS CODE SHALL BE DEEMED TO REFER 
ONLY TO STOCKS WITH VOTING RIGHTS.
[Any or all of] T[t]he shares or series of shares may OR MAY NOT have a 
par value [or have no par value as may be provided for in the articles of 
incorporation: Provided, however,] EXCEPT That banks, trust [companies], 
insurance [companies], AND PRE-NEED COMPANIES, public utilities, [and] 
building and loan associations, AND OTHER CORPORATIONS AUTHORIZED TO 
OBTAIN OR ACCESS FUNDS FROM THE PUBLIC, WHETHER PUBLICLY LISTED 
OR NOT, shall not be permitted to issue no-par value shares of stock.


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Preferred shares of stock issued by a[ny] corporation may be given 
preference in the distribution of DIVIDENDS and IN THE DISTRIBUTION OF 
CORPORATE [the] assets in case of liquidation [of the corporation and in the 
distribution of dividends], or such other preferences [as may be stated in the 
articles of incorporation which are not violative of the provisions of this Code:] 
Provided, That preferred shares of stock may be issued only with a stated par 
value. The board of directors, where authorized in the articles of incorporation, 
may fix the terms and conditions of preferred shares of stock or any series 
thereof: Provided, That such terms and conditions shall be effective upon filing of a 
certificate thereof with the [Securities and Exchange] Commission
Shares of capital stock issued without par value shall be deemed fully paid 
and non-assessable and the holder of such shares shall not be liable to the 
corporation or to its creditors in respect thereto; Provided, That [shares without] 
NO par value [may not] MUST be issued for a consideration [less than the value] 
of AT LEAST five PESOS (P5.00) [pesos] per share: Provided[] further. That the 
entire consideration received by the corporation for its no-par value of shares 
shall be treated as capital and shall not be available for distribution as dividends.
A corporation may further[more,] classify its shares for the purpose of 
insuring compliance with constitutional or legal requirements.
[Except as otherwise provided in the articles of incorporation and stated in 
the certificate of stock, each share shall be equal in all respects to every other 
share.
Where the articles of incorporation provide for non-voting shares in the 
cases allowed by this Code, the holders of such shares shall be entitled to vote on 
the following matters:
9. Amendment of the articles of incorporation;


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10. Adoption and amendm ent of by-laws;
11. Sale, lease, exchange, mortgage, pledge, or other disposition of all or 
substantially all of the corporate property;
12. Incurring, creating or increasing bonded indebtedness;
13. Increase or decrease of capital stock;
14. Merger or consolidation of the corporation with another corporation or 
other corporations;
15. Investment of corporate funds in another corporation or business in 
accordance with this Code; and
16. Dissolution of the corporation.
Except as provided in the immediately preceding paragraph, the vote 
necessary to approve a particular corporate act as provided in this Code shall be 
deemed to refer only to stocks with voting rights.]
SECTION 2. 
Section 7 of the Code is hereby amended to read as follows:
Sec. 7. Founders' shares. - Founders' shares [classified as such in the articles 
of incorporation] may be given certain rights and privileges not enjoyed by the 
owners of other stocks, [provided that w]
Where the exclusive right to vote and be voted for in the election of 
directors is granted, it must be for a limited period not to exceed five (5) years 
[subject to the] FROM THE DATE OF [approval of the Securities and Exchange 
Commission] 
INCORPORATION, 
EXCEPT 
IN 
MERITORIOUS 
CASES, 
AS 
DETERMINED BY THE COMMISSION, PROVIDED, THAT SUCH EXCLUSIVE 
RIGHT SHALL NOT BE ALLOWED IF ITS 
EXERCISE WILL VIOLATE 
COMMONWEALTH ACT NO. 108 OR THE ANTI-DUMMY LAW, REPUBLIC ACT 
NO. 7042 OR THE FOREIGN INVESTMENTS ACT, AND OTHER PERTINENT 
LAWS.


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SECTION 3. 
Section 8 of the Code is hereby amended to read as follows:
Sec. 8. Redeemable shares. - Redeemable shares ARE SHARES [may be 
issued by the corporation when expressly so provided in the articles of 
incorporation. They] WHICH may be purchased by the corporation FROM THE 
HOLDERS OF SUCH SHARES upon the expiration of a fixed period, regardless of 
the existence of unrestricted retained earnings in the books of the corporation, 
and upon such other term s and conditions [as may be] stated in the articles of 
incorporation [,which terms and conditions must also be stated in] AND the 
certificate of stock representing said shares[.], SUBJECT TO RULES AND 
REGULATIONS ISSUED BY THE COMMISSION.
SECTION 4. 
Section 10 of the Code is hereby amended to read as follows:
Sec. 10. Number and qualifications of incorporators. - [Any number of 
natural persons not less than five (5) but not more than fifteen (15), all of legal age, 
and a majority of whom are residents of the Philippines, may form a private 
corporation for any lawful purpose or purposes.] ANY PERSON, PARTNERSHIP, 
ASSOCIATION OR CORPORATION, SINGLY OR JOINTLY WITH OTHERS BUT 
NOT MORE THAN FIFTEEN (15) IN NUMBER, MAJORITY OF WHOM ARE 
RESIDENTS OF THE PHILIPPINES, MAY ORGANIZE A CORPORATION FOR ANY 
LAWFUL PURPOSE OR PURPOSES. INCORPORATORS WHO ARE NATURAL 
PERSONS MUST BE OF LEGAL AGE.
Each [of the] incorporator[s] of a stock corporation must own or be a 
subscriber to at least one (1) share of the capital stock [of the corporation].
A CORPORATION WITH A SINGLE STOCKHOLDER IS CONSIDERED A 
ONE PERSON CORPORATION COVERED BY TITLE XIII, CHAPTER HI.
SECTION 5. 
Section 11 of the Code is hereby amended to read as follows:
Sec. 11. Corporate term. - [A corporation shall exist for a period not exceeding


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fifty (50) years from the date of incorporation unless sooner dissolved or unless 
said period is extended. The corporate term as originally stated in the articles of 
incorporation may be extended for periods not exceeding fifty (50) years in any 
single 
instance by an 
amendment of the 
articles 
of incorporation;] 
A 
CORPORATION SHALL HAVE PERPETUAL EXISTENCE UNLESS ITS CERTIFICATE 
OF INCORPORATION PROVIDES OTHERWISE. A CORPORATE TERM FOR A 
SPECIFIC PERIOD MAY BE EXTENDED OR SHORTENED BY AMENDING THE 
ARTICLES OF INCORPORATION; Provided, That no extension [can] MAY be made 
earlier than [five (5)] THREE (3) years prior to the original or subsequent expiry 
date(s) unless there are justifiable reasons for an earlier extension as may be 
determined by the [Securities and Exchange] Commission, PROVIDED FURTHER, 
THAT SUCH EXTENSION OF THE CORPORATE TERM SHALL TAKE EFFECT ONLY 
ON THE DAY FOLLOWING THE ORIGINAL OR SUBSEQUENT EXPIRY DATE(S).
A CORPORATION WHOSE TERM HAS EXPIRED MAY, AT ANY TIME APPLY 
FOR A REVIVAL OF ITS CORPORATE EXISTENCE, TOGETHER WITH ALL THE 
RIGHTS AND PRIVILEGES UNDER ITS CERTIFICATE OF INCORPORATION AND 
SUBJECT TO ALL OF ITS DUTIES, DEBTS AND LIABILITIES EXISTING PRIOR TO 
THE EXPIRATION OF ITS CORPORATE TERM. 
UPON APPROVAL BY THE 
COMMISSION, THE CORPORATION SHALL BE DEEMED REVIVED AND AN 
AMENDED CERTIFICATE OF INCORPORATION SHALL BE ISSUED, GIVING IT 
PERPETUAL EXISTENCE UNLESS ITS APPLICATION FOR REVIVAL PROVIDES 
OTHERWISE.
SECTION 6. 
Section 12 of the Code is hereby amended to read as follows:
Sec. 12. Minimum capital stock required of stock corporations. - Stock 
corporations [incorporated under this Code] shall not be required to have [any] A


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minimum authorized capital stock, except as otherwise specifically provided [for] 
by special law, and subject to the provisions of the following section.
SECTION 7. 
Section 13 of the Code is hereby amended to read as follows:
Sec. 13. Amount of capital stock to be subscribed and paid for purposes of 
incorporation. - At least twenty-five [(25%)] percent (25% ) of the NUMBER OF 
SHARES OF THE authorized capital stock [as] stated in the articles of 
incorporation must be subscribed at the time of incorporation, and at least 
twenty-five [(25%)] percent (25% ) of the VALUE OF THE total subscription must 
be paid upon subscription, the balance to be payable on a date or dates fixed in 
the contract of subscription without need of call, or in the absence of a fixed date 
or dates, upon call for payment by the board of directors: Provided, however, That 
[in no case shall] the paid-up capital NOT be less than five thousand (P5,000.00) 
pesos.
SECTION 8. 
Section 14 of the Code is hereby amended to read as follows:
Sec. 14. Contents of articles of incorporation. - All corporations [organized 
under this Code] shall file with the [Securities and Exchange] Commission, articles 
of incorporation in any of the official languages, duly signed and acknowledged 
OR AUTHENTICATED, IN SUCH FORM AND MANNER AS MAY BE ALLOWED BY 
THE COMMISSION, by all [of] the incorporators, containing substantially the 
following matters, except as otherwise prescribed by this Code or by special law:
1. 
The name of the corporation;
The specific purpose or purposes for which the corporation is being 
[incorporated] FORMED. Where a corporation has more than one 
stated purpose, the articles of incorporation shall state which is the 
primary purpose and which is/are the secondary purpose or
2.


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5.
6.
9.
purposes: Provided, That a non-stock corporation may not include a 
purpose which would change or contradict its nature as such;
[The place where the principal office of the corporation is to be 
located, which must be within the Philippines] THE SPECIFIC 
ADDRESS OF THE PRINCIPAL OFFICE OF THE CORPORATION, 
WHICH MUST BE WITHIN THE PHILIPPINES;
The term for which the corporation is to exist, IF THE CORPORATION 
HAS NOT ELECTED PERPETUAL EXISTENCE;
The names, nationalities and residences of the incorporators;
The number of directors or trustees, which shall not be [less than five 
(5) nor] more than fifteen (15];
The names, nationalities and residences of persons who shall act as 
directors or trustees until the first regular directors or trustees are 
duly elected and qualified in accordance with this Code;
If it be a stock corporation, the amount of its authorized capital stock 
[in lawful money of the Philippines, the], number of shares into which 
it is divided, [and in case the share are par value shares, the] par value 
of each, [the] names, nationalities and residences of the original 
subscribers, [and the ] amount subscribed and paid by each on his OR 
HER subscription, and A STATEMENT THAT [if] some or all of the 
shares are without par value, IF APPLICABLE[such fact must be 
stated];
If it be a non-stock corporation, the amount of its capital, [the] names, 
nationalities and residences of the contributors, and [the] amount 
contributed by each; [and]
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10. 
IF IT BE A STOCK CORPORATION, A STATEMENT OF THE 
TREASURER, WHO SHALL BE AN INCORPORATOR, THAT AT 
LEAST TWENTY-FIVE PERCENT (25% ) OF THE NUMBER OF 
SHARES IN THE CORPORATION’S AUTHORIZED CAPITAL STOCK 
HAS BEEN SUBSCRIBED, AND AT LEAST TWENTY-FIVE PERCENT 
(25% ) OF THE TOTAL SUBSCRIPTION HAS BEEN FULLY PAID IN 
ACTUAL CASH AND/OR IN PROPERTY, THE FAIR VALUATION OF 
WHICH IS EQUAL TO AT LEAST TWENTY-FIVE PERCENT (25% ) OF 
THE SAID SUBSCRIPTION, THE PAID-UP CAPITAL BEING AT 
LEAST THAN FIVE THOUSAND PESOS (P5,000.00); AND 
[lO .Jll. Such other matters as are not inconsistent with law and which the 
incorporators may deem necessary and convenient.
[The Securities and Exchange Commission shall not accept the articles of 
incorporation of any stock corporation unless accompanied by a sworn statem ent of 
the Treasurer elected by the subscribers showing that at least twenty-five (25%) 
percent of the authorized capital stock of the corporation has been subscribed, and 
at least twenty-five (25%) of the total subscription has been fully paid to him in 
actual cash and/or in property the fair valuation of which is equal to at least twenty- 
five (25%) percent of the said subscription, such paid-up capital being not less than 
five thousand (P5,000.00) pesos.]
THE 
ARTICLES 
OF 
INCORPORATION 
AND 
APPLICATIONS 
FOR 
AMENDMENTS THERETO MAY BE FILED WITH THE COMMISSION IN THE FORM 
OF AN ELECTRONIC DOCUMENT, IN ACCORDANCE WITH THE COMMISSION’S 
RULES AND REGULATIONS ON ELECTRONIC FILING.
SECTION 9. 
Section 15 of the Code is hereby amended to delete the form on the 
Treasurer’s Affidavit and to read as follows:


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"Sec. 16. Form[s] of articles of 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: 
FIRST: That the name of said corporation shall be 
OR OPC";
INC, CORPORATION
SECOND: That the purpose or purposes for which such corporation is incorporated 
are: (If there is more than one purpose, indicate primary and secondary purposes);
THIRD: That the principal office of the corporation is located in the City/Municipality 
of_________________ _ Province o f__________________ _ Philippines;
FOURTH: That the CORPORATION SHALL HAVE PERPETUAL EXISTENCE OR
FOR A TERM O F ___________years from [and after the date of] the date of
issuance of the certificate of incorporation;
FIFTH: That the names, nationalities and residences of the incorporators of 
the corporation are as follows:
n a m e 
NATIONALITY 
RESIDENCE
XXX
SIXTH: That the number of directors or trustees of the corporation shall be 
--------------- : and the names, nationalities and residences of the first directors
or trustees of the corporation are as follows:
NAME 
NATIONALITY
RESIDENCES
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XXX
SEVENTH: That the authorized capital stock of the corporation is
(P______ ] PESOS [in lawful money of the Philippines], divided into shares [are of]
WITH the par value o f _________  (P____________) PESOS each, and of which
_________ shares are w ithout par value.
(In case all the shares are w ithout par value): 
That the capital stock of the corporation is
shares
without par value. (In case some shares have par value and some are without par 
value): 
That 
the 
capital 
stock 
of 
said 
corporation 
consists 
of
-------------------------------shares of w hich___________________shares are of the par
value of
shares are of the par value of.
PESOS (P.
_) each, and of which
shares are without
par value.
EIGHTH: That at least twenty five PERCENT (25%) [percent] of the 
authorized capital stock above stated has been subscribed as follows:
Name of Subscriber Nationality 
No. of Shares Subscribed Amount Subscribed
XXX
NINTH: That the above-named subscribers have paid at least twenty five 
PERCENT (25%) [percent] of the total subscription as follows:
Name of Subscriber 
Amount SubscribeD[r] 
Total Paid-In
TENTH: That
has been elected by the subscribers as
Treasurer of the Corporation to act as such until his OR HER successor is duly 
elected and qualified in accordance with the by-laws, [and] that as [such]
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Treasurer, he OR SHE has been authorized to receive [for and] in the name and 
for the benefit of the corporation, all subscriptions, [(or fees) or] contributions or 
donations paid or given by the subscribers or members, THAT HE OR SHE 
CERTIFIES THE INFORMATION SET FORTH IN THE SEVENTH, EIGHTH AND 
NINTH CLAUSES ABOVE, AND THAT HE OR SHE HAS RECEIVED THE PAID-UP 
PORTION OF THE SUBSCRIPTION IN CASH AND/OR PROPERTY FOR THE 
BENEFIT AND CREDIT OF THE CORPORATION.
ELEVENTH: THAT THE INCORPORATORS UNDERTAKE TO CHANGE THE 
NAME OF THE CORPORATION IMMEDIATELY UPON RECEIPT OF NOTICE 
FROM THE COMMISSION THAT ANOTHER CORPORATION. PARTNERSHIP OR 
PERSON HAS ACQUIRED A PRIOR RIGHT TO THE USE OF SUCH NAME, THAT 
THE NAME HAS 
BEEN 
DECLARED 
NOT DISTINGUISHABLE FROM A 
REGISTERED NAME, OR THAT IT IS CONTRARY TO LAW, PUBLIC MORALS, 
GOOD CUSTOMS OR PUBLIC POLICY.
TWELFTH [ELEVENTH] (Corporations which will engage in any business or 
activity reserved for Filipino citizens shall provide the following):
"No transfer of stock or interest which shall reduce the ownership of Filipino 
citizens to less than the required percentage of capital stock as provided by 
existing laws shall be allowed or permitted to be recorded in the proper books of 
the corporation and this restriction shall be indicated in all stock certificates 
issued by the corporation."
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation,
................ day o f ........................... [19] 20......... in the City/Municipality of
...................................  
Province 
of ..........................................., 
Republic 
of the
Philippines.
(Names and signatures of the incorporators)
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[TREASURER'S AFFIDAVIT 
REPUBLIC OF THE PHILIPPINES)
CITY/MUNICIPALITY OF) S.S.
PROVINCE OF)
I,_________________ , being duly sworn, depose and say:
That I have been elected by the subscribers of the corporation as Treasurer thereof, to act 
as such until my successor has been duly elected and qualified in accordance with the by­
laws of the corporation, and that as such Treasurer, I hereby certify under oath that at 
least 25% of the authorized capital stock of the corporation has been subscribed and at 
least 25% of the total subscription has been paid, and received by me, in cash or property, 
in the amount of not less than P5,000.00, in accordance with the Corporation Code.
(Signature of Treasurer)
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City/Municipality
o f--------------------- - th is ________day o f____________, 19______ ; b y ______________ with
Res. Cert. No. ____________ issued at _________________  on ________________ _
19________
NOTARY PUBLIC
My commission expires o n ....................... , 19 ......
Doc. No............. ;
Page No.............;
Book No............ ;
Series of 1 9 ...... ]
SECTION 10. 
Section 17 of the Code is hereby amended to read as follows:
Sec. 17. Grounds when articles of incorporation or amendment may be rejected 
or disapproved. - The [Securities and Exchange] Commission may DISAPPROVE
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[reject] the articles of incorporation or [disapprove] any amendment thereto if the 
same is not [in compliance] COMPLIANT with the requirements of this Code: 
Provided, That the Commission shall give the incorporators, DIRECTORS, 
TRUSTEES OR OFFICERS [a reasonable time] TEN (10) DAYS FROM RECEIPT OF 
THE DISAPPROVAL within which to [correct or] modify the objectionable portions 
of the articles or amendment. The following are grounds for such [rejection or] 
disapproval:
1. 
That the articles of incorporation or any amendment 
thereto is not substantially in accordance with the form 
prescribed herein;
2. 
That the purpose or purposes of the corporation are 
patently unconstitutional, illegal, immoral or contrary to 
government rules and regulations;
3. 
That 
the 
CERTIFICATION 
[Treasurer's 
Affidavit] 
concerning the amount of capital stock subscribed and/or 
paid is false; and
4. 
That the REQUIRED percentage of FILIPINO ownership of 
the capital stock [be owned by citizens of the Philippines]
[has not been complied with as required] UNDER [by] 
existing laws or the Constitution HAS NOT BEEN 
COMPLIED WITH.
No articles of incorporation or amendment to articles of incorporation of banks, 
banking and quasi-banking institutions, [building and loan associations,] trust 
companies and other financial intermediaries, and insurance companies shall be 
[accepted or] approved by the Commission unless accompanied by a favorable
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recommendation of the appropriate government agency to the effect that such 
articles or amendment is in accordance with law.
SECTION 11. 
Section 18 of the Code is hereby amended to read as follows:
Sec. 18. Corporate name. - No corporate name SHALL be allowed by the 
[Securities and Exchange] Commission if IT is [identical or deceptively or 
confusingly similar] NOT DISTINGUISHABLE [to that of] FROM THAT ALREADY 
RESERVED OR REGISTERED FOR THE USE OF ANOTHER corporation, or [any 
other] IF SUCH name IS already protected by law, or WHEN ITS USE is [patently 
deceptive, confusing or] contrary to law, RULES AND REGULATIONS.
A NAME IS NOT DISTINGUISHABLE EVEN IF IT CONTAINS ONE OR 
MORE OF THE FOLLOWING:
1. 
THE 
WORD 
'"CORPORATION", 
"COMPANY", 
"INCORPORATED", "LIMITED", 
"LIMITED 
LIABILITY", 
OR AN 
ABBREVIATION OF ONE OF SUCH WORDS;
2. 
PUNCTUATIONS, 
ARTICLES, 
CONJUNCTIONS, 
CONTRACTIONS, 
PREPOSITIONS, ABBREVIATIONS, 
DIFFERENT 
TENSES, SPACING, OR NUMBER OF THE SAME WORD OR PHRASE.
THE COMMISSION, UPON DETERMINATION THAT THE CORPORATE
NAME IS: A) NOT DISTINGUISHABLE; B) ALREADY PROTECTED BY LAW, C) 
OR CONTRARY TO LAW, MAY SUMMARILY ORDER THE CORPORATION TO 
IMMEDIATELY CEASE AND DESIST FROM USING SUCH NAME AND REQUIRE 
THE CORPORATION TO REGISTER A NEW ONE. THE COMMISSION SHALL 
ALSO 
CAUSE 
THE 
REMOVAL 
OF 
ALL 
VISIBLE 
SIGNAGES, 
MARKS, 
ADVERTISEMENTS, LABELS, PRINTS AND OTHER EFFECTS BEARING SUCH 
CORPORATE NAME. When [a change in] the NEW corporate name is approved.
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f|the Commission shall issue an amended certificate of incorporation under the 
amended name.
IF THE CORPORATION FAILS TO COMPLY WITH THE COMMISSION'S 
ORDER, THE COMMISSION MAY HOLD THE CORPORATION AND ITS 
RESPONSIBLE DIRECTORS OR OFFICERS IN CONTEMPT AND/OR HOLD THEM 
ADMINISTRATIVELY, CIVILLY AND/OR CRIMINALLY LIABLE UNDER THIS 
CODE AND OTHER APPLICABLE LAWS AND/OR REVOKE THE REGISTRATION 
OF THE CORPORATION.
SECTION 12. 
Section 19 of the Code is hereby amended to read as follows:
Sec. 
19. REGISTRATION, INCORPORATION AND commencement of 
corporate existence. - A PERSON OR GROUP OF PERSONS DESIRING TO 
INCORPORATE SHALL SUBMIT THE INTENDED CORPORATE NAME TO THE 
COMMISSION FOR VERIFICATION. IF THE COMMISSION FINDS THAT THE 
NAME IS DISTINGUISHABLE, NOT PROTECTED BY LAW AND NOT CONTRARY 
TO LAW, RULES AND REGULATIONS, THE NAME SHALL BE RESERVED IN 
FAVOR OF THE INCORPORATORS. 
THE INCORPORATORS SHALL THEN 
SUBMIT THEIR ARTICLES OF INCORPORATION, BY-LAWS, AND SUCH OTHER 
DOCUMENTS AND/OR INFORMATION AS MAY BE REQUIRED BY THE 
COMMISSION.
IF THE COMMISSION FINDS THAT THE SUBMITTED DOCUMENTS AND 
INFORMATION ARE FULLY COMPLIANT WITH THE REQUIREMENTS OF THIS 
CODE AND OTHER RELEVANT LAWS, AND RULES AND REGULATIONS, THE 
COMMISSION SHALL ISSUE THE CERTIFICATE OF INCORPORATION.
A private corporation [formed or] organized under this Code commences 
ITS [to have] corporate existence and juridical personality [and is deemed 
incorporated] from the date the [Securities and Exchange] Commission issues [a]
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THE certificate of incorporation under its official seal and thereupon the 
incorporators, stockholders/members and their successors shall constitute a body 
[politic and ] corporate under the name stated in the articles of incorporation for 
the period of time mentioned therein, unless said period is extended or the 
corporation is sooner dissolved in accordance with law.
SECTION 13. 
Section 22 of the Code is hereby amended to read as follows:
Sec. 22. Effects of non-use of corporate charter and continuous inoperation of 
a corporation; -  If a corporation does not formally organize and commence [the 
transaction of] its business [or the construction of its works] within [two (2)] 
FIVE (5) years from the date of its incorporation, its [corporate powers cease and 
the 
corporation] 
CERTIFICATE 
OF 
INCORPORATION 
shall 
be deemed 
[dissolved] REVOKED AS OF THE DAY FOLLOWING THE END OF SAID FIVE- 
YEAR PERIOD, WITHOUT THE NEED FOR FURTHER ACTION BY THE 
COMMISSION.
However, if a corporation has commenced [the transaction of] its business 
but subsequently becomes [continuously] inoperative for a period of at least five 
(5) CONSECUTIVE years, [the same shall be a ground for the suspension or 
revocation of its corporate franchise or certificate of incorporation] THE 
COMMISSION MAY, AFTER DUE NOTICE AND HEARING, PLACE THE 
CORPORATION UNDER DELINQUENT STATUS.
THE COMMISSION SHALL GIVE A DELINQUENT CORPORATION A 
PERIOD OF TWO (2) YEARS WITHIN WHICH TO RESUME OPERATIONS AND 
COMPLY WITH ALL REQUIREMENTS THAT THE COMMISSION SHALL 
PRESCRIBE. UPON COMPLIANCE BY THE CORPORATION, THE COMMISSION 
SHALL ISSUE AN ORDER LIFTING THE DELINQUENT STATUS. FAILURE TO 
COMPLY WITH THE REQUIREMENTS AND RESUME OPERATIONS WITHIN
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THE PERIOD GIVEN BY THE COMMISSION SHALL CAUSE THE REVOCATION 
OF THE CORPORATION’S CERTIFICATE OF INCORPORATION.
THE COMMISSION SHALL GIVE REASONABLE NOTICE TO, AND 
COORDINATE WITH, THE APPROPRIATE REGULATORY AGENCY PRIOR TO 
THE 
SUSPENSION 
OR 
REVOCATION 
OF 
THE 
CERTIFICATE 
OF 
INCORPORATION OF COMPANIES UNDER THEIR SPECIAL REGULATORY 
JURISDICTION.
[The provision shall not apply if the failure to organize, commence the 
transaction of its business or the construction of its works, or to continuously 
operate is due to causes beyond the control of the corporation as may be 
determined by the Securities and Exchange Commission].
SECTION 14. 
Section 23 of the Code is hereby amended to read as follows:
Sec. 23. The board of directors or trustees; QUALIFICATION AND TERM. - 
Unless otherwise provided in this Code, THE BOARD OF DIRECTORS OR 
TRUSTEES SHALL EXERCISE the corporate powers [of all corporations formed 
under this Code shall be exercised], CONDUCT all business [conducted,], and 
CONTROL all [property] PROPERTIES of THE [such] corporation, [s controlled 
and held by the board of directors or trustees]
DIRECTORS SHALL [to] be elected FOR A TERM OF ONE (1) YEAR from 
among the holders of stocks REGISTERED IN THE CORPORATION’S BOOKS [or 
where there is no stock, from among the members of the corporation, who shall 
hold office for one (1) year until their successors are elected and qualified], 
WHILE TRUSTEES SHALL BE ELECTED FOR A TERM NOT EXCEEDING THREE 
(3) YEARS FROM AMONG THE MEMBERS OF THE CORPORATION. EACH 
DIRECTOR AND TRUSTEE SHALL HOLD OFFICE UNTIL HIS OR HER 
SUCCESSOR IS ELECTED AND QUALIFIED. A DIRECTOR WHO CEASES TO OWN
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AT LEAST ONE (1) SHARE OF STOCK OR A TRUSTEE WHO CEASES TO BE A 
MEMBER OF THE CORPORATION SHALL CEASE TO BE SUCH.
AT LEAST ONE THIRD (1 /3 ) OF THE BOARD OF THE FOLLOWING 
CORPORATIONS VESTED WITH PUBLIC INTEREST MUST BE COMPOSED OF 
INDEPENDENT DIRECTORS:
(A)
(B)
(C)
(D)
PUBLIC UTILITIES, EDUCATIONAL INSTITUTIONS, HOSPITALS, 
BANKS, 
INSURANCE, 
TRANSPORTATION, 
AND 
TELECOMMUNICATION COMPANIES;
CORPORATIONS COVERED BY SECTION 17.2 OF THE SECURITIES 
REGULATION CODE, NAMELY THOSE WHOSE SECURITIES ARE 
REGISTERED 
WITH 
THE 
COMMISSION, 
CORPORATIONS 
LISTED WITH AN EXCHANGE OR WITH ASSETS OF AT LEAST 
FIFTY MILLION PESOS (PHP50,000,000) AND HAVING TWO 
HUNDRED (200) OR MORE HOLDERS OF SHARES, WITH AT 
LEAST ONE HUNDRED (100) SHARES OF A CLASS OF ITS 
EQUITY SHARES;
THOSE PRIMARILY REGULATED BY ANOTHER GOVERNMENT 
AGENCY; AND
OTHER CORPORATIONS VESTED WITH PUBLIC INTEREST AS MAY 
BE DETERMINED BY THE COMMISSION.
THESE DIRECTORS MUST BE ELECTED BY A MAJORITY OF THE TOTAL 
NUMBER OF OUTSTANDING SHARES ENTITLED TO VOTE IN THE ELECTION OF 
DIRECTORS 
AND 
MAJORITY 
OF 
MINORITY 
SHAREHOLDERS. 
SUCH 
INDEPENDENT DIRECTORS SHALL BE SUBJECT TO RULES AND REGULATIONS 
GOVERNING THEIR QUALIFICATIONS, DISQUALIFICATIONS, TERM LIMIT, 
MAXIMUM NUMBER OF BOARD MEMBERSHIP AND OTHER REQUIREMENTS
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THAT THE COMMISSION WILL PRESCRIBE IN LINE WITH INTERNATIONAL 
BEST PRACTICES THAT THE COMMISSION MAY, IN ITS JUDGMENT, FIND 
BENEFICIAL FOR THE COUNTRY.
[Every director must own at least one [1) share of the capital stock of the 
corporation of which he is a director, which share shall stand in his name on the 
books of the corporation. Any director who ceases to be the owner of at least one 
(1] share of the capital stock of the corporation of which he is a director shall 
thereby cease to be a director. Trustees of non-stock corporations must be 
members thereof. A majority of the directors or trustees of all corporations 
organized under this Code must be residents of the Philippines. ]
SECTION 15. 
Section 24 of the Code is hereby amended to read as follows:
Sec. 24. Election of directors or trustees. - EXCEPT WHEN THE EXCLUSIVE 
RIGHT IS RESERVED FOR HOLDERS OF FOUNDERS’ SHARES UNDER SECTION 
7, EACH STOCKHOLDER OR MEMBER SHALL HAVE THE RIGHT TO NOMINATE 
ANY DIRECTOR OR TRUSTEE WHO POSSESSES ALL OF THE QUALIFICATIONS 
AND NONE OF THE DISQUALIFICATIONS SET FORTH IN THIS CODE.
At all elections of directors or trustees, there must be present, either in 
person or [by] THROUGH A representative authorized to act by w ritten proxy, 
the owners of [a] majority of the outstanding capital stock, or if there be no capital 
stock, a majority of the members entitled to vote. WHEN SO AUTHORIZED IN 
THE BY-LAWS OR BY A MAJORITY OF THE BOARD OF DIRECTORS, THE 
STOCKHOLDERS OR MEMBERS MAY ALSO VOTE THROUGH REMOTE 
COMMUNICATION OR IN ABSENTIA] PROVIDED. THAT, THE RIGHT TO VOTE 
THROUGH SUCH MODES MAY BE EXERCISED IN CORPORATIONS VESTED 
WITH 
PUBLIC 
INTEREST, 
NOTWITHSTANDING 
THE ABSENCE 
OF A 
PROVISION IN THE BY-LAWS OF SUCH CORPORATIONS.
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WHEN A STOCKHOLDER OR MEMBER PARTICIPATES THROUGH 
REMOTE COMMUNICATION OR IN ABSENTIA. HE OR SHE SHALL BE DEEMED 
PRESENT FOR PURPOSES OF QUORUM.
The election must be by ballot if requested by any voting stockholder or 
member.
In stock corporations, every stockholder entitled to vote shall have the 
right to vote [in person or by proxy] the number of shares of stock standing, at the 
time fixed in the by-laws, in his OR HER own name [on] IN the stock books of the 
corporation, or where the by-laws are silent, at the time of the election; and said 
stockholder may vote such number of shares for as many persons as there are 
directors to be elected or he OR SHE may cumulate said shares and give one 
candidate as many votes as the number of directors to be elected multiplied by the 
number of his OR HER shares [shall equal], or he OR SHE may distribute them on 
the same principle among as many candidates as he OR SHE shall see fit: 
Provided, That the total number of votes cast by him shall not exceed the number 
of shares owned by him as shown in the books of the corporation multiplied by 
the whole number of directors to be elected: Provided, however. That no 
delinquent stock shall be voted. Unless otherwise provided in the articles of 
incorporation or in the by-laws, members of corporations which have no capital 
stock may cast as many votes as there are trustees to be elected but may not cast 
more than one vote for one candidate.
[Candidates receiving] NOMINEES FOR DIRECTORS OR TRUSTEES 
RECEIVING the highest number of votes shall be declared elected.
[Any meeting of the stockholders or members called for an election may 
adjourn from day to day or from time to time but not sine die or indefinitely] If [, 
for any reason,] no election is held, or THE OWNERS OF MAJORITY OF THE
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OUTSTANDING CAPITAL STOCK OR THE MAJORITY OF THE MEMBERS 
ENTITLED TO VOTE [if there] are not present IN PERSON [or represented] by 
proxy OR THROUGH REMOTE COMMUNICATION OR NOT VOTING IN 
ABSENTIA [;] at the meeting, [the owners of a majority of the outstanding capital 
stock, or if there be no capital stock, a majority of the members entitled to vote,] 
THE MEETING MAY BE ADJOURNED AND THE CORPORATION SHALL 
PROCEED IN ACCORDANCE WITH SECTION 26 OF THIS CODE.
THE DIRECTORS OR TRUSTEES ELECTED SHALL PERFORM THEIR 
DUTIES 
AS 
PRESCRIBED 
BY 
LAW, 
RULES 
OF 
GOOD 
CORPORATE 
GOVERNANCE, AND THE BY-LAWS OF THE CORPORATION.
SECTION 16. 
Section 25 of the Code is hereby amended to read as follows:
Sec. 25. Corporate officers[; quorum.] - Immediately after their election, the 
directors of a corporation must formally organize [by the election of] AND ELECT 
THE [a] president, [who shall be a director, a], treasurer, [who may or may not be a 
director, a] secretary, [who shall be a resident and citizen of the Philippines,] and 
such other officers as may be provided [for] in the by-laws [.]; PROVIDED, THAT, IF 
THE CORPORATION IS VESTED WITH PUBLIC INTEREST, THE BOARD SHALL 
ALSO ELECT A COMPLIANCE OFFICER. Any two [2] or more positions may be held 
concurrently by the same person, except that no one shall act as president and 
secretary or as president and treasurer at the same time.
THE PRESIDENT AND THE TREASURER MUST BE DIRECTORS AND AT 
LEAST ONE OF THEM MUST BE A RESIDENT OF THE PHILIPPINES.
THE CORPORATE SECRETARY MUST 
BE A 
RESIDENT OF THE 
PHILIPPINES.
THE OFFICERS SHALL MANAGE THE CORPORATION AND PERFORM 
SUCH DUTIES AS MAY BE PROVIDED IN THE BY-LAWS OR, TO THE EXTENT
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NOT SO PROVIDED. BY THE BOARD OF DIRECTORS. [The directors or trustees 
and officers to be elected shall perform the duties enjoined on them by law and by 
the by-laws of the corporation. Unless the articles of incorporation or the by-laws 
provide for a greater majority, a majority of the number of directors or trustees as 
fixed in the articles of incorporation shall constitute a quorum for the transaction of 
corporate business., and every decision of at least a majority of the directors or 
trustees present at a meeting at which there is a quorum shall be valid as a 
corporate act, except for the election of officers which shall require the vote of a 
majority of all the members of the board. Directors or trustees cannot attend or vote 
by proxy at board meeting.]
SECTION 17. 
Section 26 of the Code is hereby amended to read as follows:
Sec. 26. Report of election of directors, trustees and officers, NON-HOLDING 
OF ELECTION AND CESSA TION FROM OFFICE. -
Within thirty (30] days after the election of the directors, trustees and 
officers of the corporation, the secretary, or any other officer of the corporation, 
shall submit to the [Securities and Exchange] Commission, the names, 
nationalities, SHAREHOLDINGS and residences of the directors, trustees, and 
officers elected.
THE NON-HOLDING OF ELECTIONS AND THE REASONS THEREFOR, 
SHALL BE REPORTED TO THE COMMISSION WITHIN THIRTY (30] DAYS 
FROM THE DATE OF THE SCHEDULED ELECTION. THE REPORT SHALL 
SPECIFY A NEW DATE FOR THE ELECTION, WHICH SHALL NOT BE LATER 
THAN SIXTY (60) DAYS FROM THE SCHEDULED DATE.
IF NO NEW DATE HAS BEEN DESIGNATED, OR IF THE RESCHEDULED 
ELECTION IS LIKEWISE NOT HELD, THE COMMISSION MAY, UPON THE 
APPLICATION OF A STOCKHOLDER, MEMBER, DIRECTOR OR TRUSTEE AND
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AFTER 
VERIFICATION 
OF 
THE 
NON-HOLDING 
OF 
THE 
ELECTION, 
SUMMARILY ORDER THAT AN ELECTION BE HELD. THE COMMISSION SHALL 
HAVE THE POWER TO ISSUE SUCH ORDERS AS MAY BE APPROPRIATE, 
INCLUDING ORDERS DIRECTING THE ISSUANCE OF A NOTICE STATING THE: 
TIME AND PLACE OF THE ELECTION; DESIGNATED PRESIDING OFFICER; 
QUORUM REQUIREMENT; AND THE RECORD DATE OR DATES FOR THE 
DETERMINATION OF STOCKHOLDERS OR MEMBERS ENTITLED TO VOTE.
NOTWITHSTANDING 
ANY 
PROVISION 
OF 
THE 
ARTICLES 
OF 
INCORPORATION OR BY-LAWS TO THE CONTRARY, THE SHARES OF STOCK 
OR MEMBERSHIP REPRESENTED AT SUCH MEETING AND ENTITLED TO 
VOTE SHALL CONSTITUTE A QUORUM FOR PURPOSES OF CONDUCTING AN 
ELECTION UNDER THIS SECTION.
Should a director, trustee or officer die, resign or in any manner cease to 
hold office, his OR HER heirs in case of his OR HER death, the secretary, or any 
other officer of the corporation, or the director, trustee or officer himself, shall 
[immediately] WITHIN SEVEN (7) DAYS FROM KNOWLEDGE THEREOF, report 
IN WRITING such fact to the [Securities and Exchange] Commission.
IN ELECTING DIRECTORS OR TRUSTEES TO FILL VACANCIES, THE 
PROCEDURE SET FORTH IN SECTION 24 SHALL APPLY.
SECTION 18. 
Section 27 of the Code is hereby amended to read as follows:
Sec. 27. Disqualification of directors, trustees or officers. - A PERSON SHALL 
BE DISQUALIFIED FROM BEING A DIRECTOR, TRUSTEE, OR OFFICER OF ANY 
CORPORATION IF WITHIN FIVE (5) YEARS PRIOR TO HIS OR HER ELECTION 
OR APPOINTMENT HE OR SHE WAS:
1. [No person] C[c]onvicted by final judgment of an offense punishable by 
imprisonment for a period exceeding six (6] years, o[r]F a violation of this Code,
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OR OF REPUBLIC ACT 8799 OTHERWISE KNOWN AS THE SECURITIES 
REGULATIONS CODE [.committed within five (5) years prior to the date of his 
election o r , shall qualify as a director, trustee or officer of any corporation];
2. CONVICTED BY FINAL JUDGMENT OR FOUND ADMINISTRATIVELY 
LIABLE 
FOR 
ANY 
OFFENSE 
INVOLVING 
FRAUD, 
THEFT, 
ESTAFA, 
COUNTERFEITING, MISAPPROPRIATION, FORGERY, BRIBERY, FALSE OATH, 
PERJURY AND OTHER FRAUDULENT ACTS;
3. CONVICTED BY FINAL JUDGMENT OF A FOREIGN COURT OR 
EQUIVALENT FOREIGN REGULATORY AUTHORITY OF ACTS, VIOLATIONS OR 
MISCONDUCT SIMILAR TO THOSE ENUMERATED IN PARAGRAPHS 1 AND 2 
ABOVE.
THE FOREGOING IS WITHOUT PREJUDICE TO QUALIFICATIONS OR 
OTHER DISQUALIFICATIONS WHICH THE COMMISSION MAY IMPOSE IN ITS 
PROMOTION OF GOOD CORPORATE GOVERNANCE OR AS A SANCTION IN ITS 
ADMINISTRATIVE PROCEEDINGS.
SECTION 19. 
Section 28 of the Code is hereby amended to read as follows:
Sec. 28. Removal of directors or trustees. - Any director or trustee of a 
corporation may be removed from office by a vote of the stockholders holding or 
representing at least two-thirds (2/3) of the outstanding capital stock, or if the 
corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of 
the members entitled to vote: Provided, That such removal shall take place either 
at a regular meeting of the corporation or at a special meeting called for the 
purpose, and in either case, after previous notice to stockholders or members of 
the corporation of the intention to propose such removal at the meeting. A special 
meeting of the stockholders or members of a corporation for the purpose of 
removal of directors or trustees [, or any of them,] must be called by the secretary
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on order of the president or [on the] UPON written demand of the stockholders 
representing or holding at least a majority of the outstanding capital stock [,] or [, 
if it be a non-stock corporation, on the written demand of] a majority of the 
members entitled to vote. IF THERE IS NO SECRETARY, OR [Should] IF the 
secretary, DESPITE DEMAND, fails or refuseS to call the special meeting [upon 
such demand or fail or refuse to] OR TO give [the] notice THEREOF, [or if there is 
no secretary, the call for the meeting may be addressed directly to the 
stockholders or members by any] THE stockholder or member of the corporation 
signing the demand MAY CALL FOR THE MEETING BY DIRECTLY ADDRESSING 
THE STOCKHOLDERS OR MEMBERS. Notice of the time and place of such 
meeting, as well as of the intention to propose such removal, must be given by 
publication or by written notice prescribed in this Code. Removal may be with or 
without cause: Provided, That removal without cause may not be used to deprive 
minority stockholders or members of the right of representation to which they 
may be entitled under Section 25 of this Code.
THE COMMISSION SHALL, MOTU PROPRIO OR UPON VERIFIED 
COMPLAINT AND AFTER DUE NOTICE AND HEARING, ORDER THE REMOVAL 
OF A DIRECTOR OR TRUSTEE ELECTED DESPITE THE DISQUALIFICATION, OR 
WHOSE DISQUALIFICATION AROSE OR IS DISCOVERED SUBSEQUENT TO 
ELECTION. THE REMOVAL OF ANY DISQUALIFIED DIRECTOR SHALL BE 
WITHOUT PREJUDICE TO OTHER SANCTIONS THAT THE COMMISSION MAY 
IMPOSE ON THE BOARD OF DIRECTORS OR TRUSTEES WHO, WITH 
KNOWLEDGE OF THE DISQUALIFICATION, FAILED TO REMOVE SUCH 
DIRECTOR OR TRUSTEE.
SECTION 20. 
Section 29 of the Code is hereby amended to read as follows;
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Sec. 29. Vacancies in the office of director or trustee; EMERGENCY BOARD. - 
Any vacancy occurring in the board of directors or trustees other than by removal 
by the stockholders or members or by expiration of term, may be filled by the vote 
of at least a majority of the remaining directors or trustees, if still constituting a 
quorum; otherwise, said vacancies must be filled by the stockholders in a regular 
or special meeting called for that purpose.
WHEN THE VACANCY IS DUE TO TERM EXPIRATION, THE ELECTION 
SHALL BE HELD NO LATER THAN THE DAY OF SUCH EXPIRATION AT A 
MEETING CALLED FOR THAT PURPOSE. WHEN THE VACANCY ARISES AS A 
RESULT OF REMOVAL BY THE STOCKHOLDERS OR MEMBERS, THE ELECTION 
MAY BE HELD ON THE SAME DAY OF THE MEETING AUTHORIZING THE 
REMOVAL AND THIS FACT MUST BE SO STATED IN THE AGENDA AND 
NOTICE OF SAID MEETING. IN ALL OTHER CASES, THE ELECTION MUST BE 
HELD NO LATER THAN FORTY-FIVE (45) DAYS FROM THE TIME VACANCY 
AROSE. A director or trustee [so] elected to fill a vacancy SHALL BE REFERRED 
TO AS REPLACEMENT DIRECTOR OR TRUSTEE AND SHALL SERVE [shall be 
elected] only for the unexpired term of his OR HER predecessor in office.
HOWEVER, WHEN THE VACANCY PREVENTS THE 
REMAINING 
DIRECTORS FROM CONSTITUTING A QUORUM AND EMERGENCY ACTION IS 
REQUIRED TO PREVENT GRAVE, SUBSTANTIAL, AND IRREPARABLE LOSS OR 
DAMAGE TO THE CORPORATION, THE VACANCY MAY BE TEMPORARILY 
FILLED FROM AMONG THE OFFICERS OF THE CORPORATION BY UNANIMOUS 
VOTE OF THE REMAINING DIRECTORS OR TRUSTEES. THE ACTION BY THE 
DESIGNATED DIRECTOR OR TRUSTEE SHALL BE LIMITED TO THE 
EMERGENCY ACTION NECESSARY, AND HIS OR HER TERM SHALL CEASE 
WITHIN A 
REASONABLE TIME 
FROM 
THE 
TERMINATION 
OF THE
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EMERGENCY OR UPON ELECTION OF THE REPLACEMENT DIRECTOR OR 
TRUSTEE, WHICHEVER COMES EARLIER. THE CORPORATION MUST NOTIFY 
THE COMMISSION WITHIN THREE (3) DAYS FROM THE CREATION OF THE 
EMERGENCY BOARD, STATING THEREIN THE REASON FOR ITS CREATION.
Any directorship or trusteeship to be filled by reason of an increase in the 
number of directors or trustees shall be filled only by an election at a regular or at 
a special meeting of stockholders or members duly called for the purpose, or in 
the same meeting authorizing the increase of directors or trustees if so stated in 
the notice of the meeting.
IN ALL ELECTIONS TO FILL VACANCIES UNDER THIS SECTION, THE 
PROCEDURE SET FORTH IN SECTIONS 24 AND 26 SHALL APPLY.
SECTION 21. 
Section 30 of the Code is hereby amended to read as follows:
Sec. 30. Compensation of directors OR TRUSTEES. - In the absence of any 
provision in the by-laws fixing their compensation, the directors OR TRUSTEES 
shall not receive any compensation [,as such directors OR TRUSTEES,] IN THEIR 
CAPACITY AS SUCH, except for reasonable per diems: Provided, however, That 
[any such compensation other than per diems may be granted to directors by the 
vote of the stockholders representing at least a majority of the outstanding capital 
stock at a regular or special meeting.] THE STOCKHOLDERS REPRESENTING AT 
LEAST A MAJORITY OF THE OUTSTANDING CAPITAL STOCK OR MAJORITY 
OF 
THE 
MEMBERS 
MAY 
GRANT 
DIRECTORS 
OR TRUSTEES 
WITH 
COMPENSATION AND APPROVE THE AMOUNT THEREOF AT A REGULAR OR 
SPECIAL MEETING.
NO 
DIRECTOR 
OR 
TRUSTEE 
SHALL 
PARTICIPATE 
IN 
THE 
DETERMINATION OF HIS OR HER OWN PER DIEMS OR COMPENSATION.
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CORPORATIONS VESTED WITH PUBLIC INTEREST SHALL SUBMIT AN 
ANNUAL REPORT OF THE TOTAL COMPENSATION OF EACH OF ITS 
DIRECTORS OR TRUSTEES TO THE SEC AND ITS SHAREHOLDERS.
SECTION 22. 
Section 32 of the Code is hereby amended to read as follows:
Sec. 32. Dealings of directors, trustees or officers with the corporation. - A 
contract of the corporation with one or more of its directors or trustees or officers 
OR THEIR SPOUSES AND RELATIVES WITHIN THE FOURTH CIVIL DEGREE OF 
CONSANGUINITY OR AFFINITY is voidable, at the option of such corporation, 
unless all the following conditions are present:
1. That the presence of such director or trustee in the board meeting in which 
the contract was approved was not necessary to constitute a quorum for such 
meeting;
2. That the vote of such director or trustee was nor necessary for the approval 
of the contract;
3. That the contract is fair and reasonable under the circumstances; [and]
4. THAT IN CASE OF CORPORATIONS VESTED WITH PUBLIC INTEREST, 
MATERIAL CONTRACTS ARE APPROVED BY AT LEAST TWO-THIRDS 
(2 /3) OF THE ENTIRE MEMBERSHIP OF THE BOARD, WITH AT LEAST A 
MAJORITY OF THE INDEPENDENT DIRECTORS VOTING TO APPROVE THE 
MATERIAL CONTRACT; AND
[4.] 5. That in case of an officer, the contract has been previously authorized 
by the board of directors;
Where any of the first [two] THREE conditions set forth in the preceding 
paragraph is absent, in the case of a contract with a director or trustee, such 
contract may be ratified by the vote of the stockholders representing at least two- 
thirds (2/3) of the outstanding capital stock or of at least two-thirds (2/3) of the
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members in a meeting called for the purpose: Provided, That full disclosure of the 
adverse interest of the directors or trustees involved is made at such meeting: 
Provided, however. That the contract is fair and reasonable under the 
circumstances.
SECTION 23. 
Section 33 of the Code is hereby amended to read as follows:
Sec. 33. Contracts between corporations with interlocking directors. - Except in 
cases of fraud, and provided the contract is fair and reasonable under the 
circumstances, a contract between two or more corporations having interlocking 
directors shall not be invalidated on that ground alone: Provided, That if the interest 
of the interlocking director in one corporation is substantial and his interest in the 
other corporation or corporations is merely nominal, [he] THE CONTRACT shall be 
subject to the provisions of the preceding section insofar as the latter corporation or 
corporations are concerned.
Stockholdings exceeding twenty (20%) percent of the outstanding capital 
stock shall be considered substantial for purposes of interlocking directors.
SECTION 24. 
Section 35 of the Code is hereby amended to read as follows:
Sec. 35. Executive, MANAGEMENT AND OTHER SPECIAL committees. - [The 
by-laws of a corporation may create an executive committee, composed of not less 
than three members of the board, to be appointed by the board.] IF THE BY­
LAWS SO PROVIDE, THE BOARD MAY CREATE AN EXECUTIVE COMMITTEE 
COMPOSED OF NOT LESS THAN THREE DIRECTORS. Said committee may act, 
by majority vote of all its members, on such specific matters within the 
competence of the board, as may be delegated to it in the by-laws or [on a] BY 
majority vote of the board, except with respect to THE: (1) approval of any action 
for which shareholders' approval is also required; (2) [the] filling of vacancies in 
the board; (3) [the] amendment or repeal of by-laws or the adoption of new by-
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laws; (4) [the] amendment or repeal of any resolution of the board which by its 
express terms is not [so jamendable or repealable; and (5) [a] distribution of cash 
dividends to the shareholders.
THE BY-LAWS MAY AUTHORIZE THE BOARD OF DIRECTORS TO 
CREATE SPECIAL COMMITTEES OF TEMPORARY OR PERMANENT NATURE 
AND TO DETERMINE THE MEMBERS’ TERM, COMPOSITION, COMPENSATION, 
POWERS, AND RESPONSIBILITIES.
WHEN NECESSARY TO ENSURE GOOD CORPORATE GOVERNANCE, 
COMBAT GRAFT AND CORRUPT PRACTICES, OR WHEN PARAMOUNT 
INTEREST OF THE PUBLIC SO REQUIRES, THE COMMISSION MAY REQUIRE 
THE CREATION OF OTHER COMMITTEES AND PROVIDE FOR THEIR DUTIES 
AND RESPONSIBILITIES. TO REFLECT SUCH CHANGE, THE CORPORATION’S 
BY-LAWS SHALL BE AMENDED WITHIN THE PERIOD PRESCRIBED BY THE 
COMMISSION.
SECTION 25. 
Section 36 of the Code is hereby amended to read as follows:
Sec. 36. Corporate powers and capacity. - Every corporation incorporated 
under this Code has the power and capacity:
1. To sue and be sued in its corporate name;
2. TO HAVE PERPETUAL EXISTENCE UNLESS THE CERTIFICATE OF 
INCORPORATION PROVIDES OTHERWISE [Of succession by its corporate name 
for the, period of time stated in the articles of incorporation and the certificate of 
incorporation];
3. To adopt and use a corporate seal;
4. To amend its articles of incorporation in accordance with the 
provisions of this Code;
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5. To adopt by-laws, not contrary to law, morals or public policy, and to 
amend or repeal the same in accordance with this Code;
6. In case of stock corporations, to issue or sell stocks to subscribers and 
to sell treasury stocks in accordance with the provisions of this Code; and to admit 
members to the corporation if it be a non-stock corporation;
7. To purchase, receive, take or grant, hold, convey, sell, lease, pledge, 
mortgage and otherwise deal with such real and personal property, including 
securities and bonds of other corporations, as the transaction of the lawful 
business of the corporation may reasonably and necessarily require, subject to the 
limitations prescribed by law and Constitution;
8. 
To enter into A PARTNERSHIP, JOINT VENTURE, merger, 
consolidation, OR ANY OTHER COMMERCIAL AGREEMENT WITH NATURAL 
AND JURIDICAL PERSONS [as provided under this CodeJ;
9. To make reasonable donations, including those for the public welfare or 
for hospital, charitable, cultural, scientific, civic, or similar purposes: Provided, 
That no corporation, domestic or foreign, shall give donations in aid of any 
political party or candidate or for purposes of partisan political activity;
10. To establish pension, retirement, and other plans for the benefit of its 
directors, trustees, officers, and employees; and
11. To exercise such other powers as may be essential or necessary to 
carry out its purpose or purposes as stated in the articles of incorporation. 
SECTION 26. 
Section 37 of the Code is hereby amended to read as follows:
Sec. 37. Power to extend or shorten corporate term. - A private corporation 
may extend or shorten its term as stated in the articles of incorporation when 
approved by a majority vote of the board of directors or trustees, and ratified at a 
meeting by the stockholders OR MEMBERS representing at least two-thirds (2/3)
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of the outstanding capital stock or [by at least two-thirds (2/3)] of ITS [the] 
members[ in case of non-stock corporations]. W ritten notice of the proposed 
action and [of ] the time and place of the meeting shall be [addressed] SENT to 
each stockholder or member at his OR HER place of residence as shown [on] IN 
the books of the corporation, and MUST EITHER BE deposited to the addressee in 
the post office with postage prepaid, [or] served personally[.], OR WHEN 
ALLOWED BY THE BY-LAWS OR DONE WITH THE CONSENT OF THE 
STOCKHOLDER, SENT ELECTRONICALLY IN ACCORDANCE WITH THE RULES 
AND REGULATIONS OF THE COMMISSION ON THE USE OF ELECTRONIC DATA 
MESSAGES. [Provided, That in]
IN case of extension of corporate term, [any] A dissenting stockholder may 
exercise his OR HER appraisal right under the conditions provided in this [c] 
Code.
SECTION 27. 
Section 38 of the Code is hereby amended to read as follows;
Sec. 38. Power to increase or decrease capital stock; incur, create or increase 
bonded indebtedness. - No corporation shall increase or decrease its capital stock 
or incur, create or increase any bonded indebtedness unless approved by a 
majority vote of the board of directors and[, at a stockholder’s meeting duly called 
for the purpose,] BY two-thirds (2/3) of the outstanding capital stock AT A 
STOCKHOLDERS' MEETING DULY CALLED FOR THE PURPOSE [shall favor the 
increase or diminution of the capital stock or of the incurring, creating, or 
increasing of any bonded indebtedness]. W ritten notice OF THE TIME AND 
PLACE OF THE STOCKHOLDERS' MEETING AND THE PURPOSE FOR SAID 
MEETING, [proposed increase or diminution of the capital stock or of the 
incurring, creating, or increasing of any bonded indebtedness and of the time and 
place of the stockholder’s meeting at which the proposed increase or diminution
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of capital stock or the incurring or increasing of any bonded indebtedness is to be 
considered,] must be [addressed to] SENT TO each stockholder at his OR HER 
place of residence as shown In the books of the corporation and [deposited to the 
addressee] 
SERVED ON THE STOCKHOLDER PERSONALLY, THROUGH 
DEPOSIT in the post office with postage prepaid, OR THROUGH ELECTRONIC 
MEANS RECOGNIZED IN THE CORPORATIONS BY-LAWS AND/OR THE 
COMMISSION’S RULES AS A VALID MODE FOR SERVICE OF NOTICES [or served 
personally].
A certificate in duplicate must be signed by a majority of the directors of the 
corporation and countersigned by the chairman and secretary of the stockholders’ 
meeting, setting forth:
XXX
[(5) The actual indebtedness of the corporation on the day of the meeting;]
5 [(6)] XXX
6  [(7]] XXX
Any increase or decrease in the capital stock or the incurring, creating or 
increasing of any bonded indebtedness shall require prior approval of the 
[Securities and Exchange] 
Commission. THE APPLICATION WITH THE 
COMMISSION SHALL BE MADE WITHIN SIX (6) MONTHS FROM THE DATE OF 
APPROVAL OF THE BOARD OF DIRECTORS AND STOCKHOLDERS, WHICH 
PERIOD MAY BE EXTENDED FOR JUSTIFIABLE REASONS.
One of the duplicate certificates shall be kept on file in the office of the 
corporation and the other shall be filed with the [Securities and Exchange] 
Commission and attached to the original articles of incorporation. [From and a] 
After approval by the [Securities and Exchange] Commission and the issuance by 
the Commission of its certificate of filing, the capital stock shall BE DEEMED
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[stand] increased or decreased and the incurring, creating or increasing of any 
bonded indebtedness authorized, as the certificate of filing may declare: Provided, 
That the [Securities and Exchange] Commission shall not accept for filing any 
certificate of increase of capital stock unless accompanied by [the] A sworn 
statem ent of the treasurer of the corporation lawfully holding office at the time of 
the filing of the certificate, showing that at least twenty-five PERCENT (25%) 
[percent] of [such increased] THE INCREASE IN capital stock has been subscribed 
and that at least twenty-five (25%) percent of the amount subscribed has been 
paid [either] in actual cash to the corporation or that [there]PROPERTY, THE 
VALUATION OF WHICH IS EQUAL TO TWENTY-FIVE PERCENT (25% ) OF THE 
SUBSCRIPTION, has been transferred to the corporation [property the valuation 
of which is equal to twenty-five (25%) percent of the subscription]: Provided, 
further. That no decrease of [the] capital stock shall be approved by the 
Commission if its effect shall prejudice the rights of corporate creditors.
XXX 
XXX 
XXX
Bonds issued by a corporation shall be registered with the [Securities and 
Exchange] Commission, which shall have the authority to determine the 
sufficiency of the terms thereof.
SECTION 28. 
Section 40 of the Code is hereby amended to read as follows:
Sec. 40. Sale or other disposition of assets. - Subject to the provisions of 
existing laws on illegal combinations and monopolies, a corporation may, by a 
majority vote of its board of directors or trustees, sell, lease, exchange, mortgage, 
pledge, or otherwise dispose of [all or substantially all of] its property and assets, 
[including its goodwill,] upon such terms and conditions and for such 
consideration, which may be money, stocks, bonds or other instruments for the
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payment of money or other property or consideration, as its board of directors or 
trustees may deem expedient.
A SALE OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION’S 
PROPERTIES AND ASSETS, INCLUDING ITS GOODWILL MUST BE [when] 
authorized by the vote of the stockholders representing at least two-thirds (2/3) 
of the outstanding capital stock, or [in case of non-stock corporation, by the vote 
of] at least to two-thirds (2/3) of the members, in a stockholders’ or members’ 
meeting duly called for the purpose.
IN NON-STOCK CORPORATIONS WHERE THERE ARE NO MEMBERS 
WITH VOTING RIGHTS, THE VOTE OF AT LEAST A MAJORITY OF THE 
TRUSTEES IN OFFICE WILL BE SUFFICIENT AUTHORIZATION FOR THE 
CORPORATION TO ENTER INTO ANY TRANSACTION AUTHORIZED BY THIS 
SECTION. THE DETERMINATION OF WHETHER OR NOT THE SALE INVOLVES 
ALL OR SUBSTANTIALLY ALL OF THE CORPORATION’S PROPERTIES AND 
ASSETS MUST BE COMPUTED BASED ON ITS NET ASSET VALUE, AS SHOWN 
IN ITS LATEST FINANCIAL STATEMENTS. A SALE OR OTHER DISPOSITION 
SHALL BE DEEMED TO COVER SUBSTANTIALLY ALL THE CORPORATE 
PROPERTY AND ASSETS IF THEREBY THE CORPORATION WOULD BE 
RENDERED INCAPABLE OF CONTINUING THE BUSINESS OR ACCOMPLISHING 
THE PURPOSE FOR WHICH IT WAS INCORPORATED.
W ritten notice of the proposed action and of the time and place [of] FOR 
the meeting shall be addressed to each stockholder or member at his OR HER 
place of residence as shown [on] IN the books of the corporation and deposited to 
the addressee in the post office with postage prepaid, [or ] served personally, OR 
WHEN ALLOWED BY THE BY-LAWS OR DONE WITH THE CONSENT OF THE 
STOCKHOLDER, SENT ELECTRONICALLY: Provided, That any dissenting
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stockholder may exercise his OR HER appraisal right under the conditions 
provided in this Code.
[A sale or other disposition shall be deemed to cover substantially all the 
corporate property and assets if thereby the corporation would be rendered 
incapable of continuing the business or accomplishing the purpose for which it 
was incorporated.]
After such authorization or approval by the stockholders or members, the 
board of directors or trustees may, nevertheless, in its discretion, abandon such 
sale, lease, exchange, mortgage, pledge, or other disposition of property and 
assets, subject to the rights of third parties under any contract relating thereto, 
without further action or approval by the stockholders or members.
Nothing in this section is intended to restrict the power of any corporation, 
without the authorization by the stockholders or members, to sell, lease, 
exchange, mortgage, pledge, or otherwise dispose of any of its property and assets 
if the same is necessary in the usual and regular course of business of said 
corporation or if the proceeds of the sale or other disposition of such property and 
assets SHALL be appropriated for the conduct of its remaining business.
[In non-stock corporations where there are no members with voting rights, 
the vote of at least a majority of the trustees in office will be sufficient 
authorization for the corporation to enter into any transaction authorized by this 
section.]
SECTION 29. 
Section 43 of the Code is hereby amended to read as follows:
Sec. 43. Power to declare dividends. - The board of directors of a stock 
corporation may declare dividends out of the unrestricted retained earnings 
which SHALL BE DETERMINED IN ACCORDANCE WITH THE GUIDELINES SET 
BY THE COMMISSION. SUCH DIVIDENDS shall be payable in cash, [in ]property.
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or in stock to all stockholders on the basis of outstanding stock held by them: 
Provided, That any cash dividends due on delinquent stock shall first be applied to 
the unpaid balance on the subscription plus costs and expenses, while stock 
dividends shall be withheld from the delinquent stockholder until his OR HER 
unpaid subscription is fully paid: Provided, further. That no stock dividend shall 
be issued without the approval of stockholders representing [not less than] AT 
LEAST two-thirds (2/3) of the outstanding capital stock at a regular or special 
meeting duly called for the purpose.
Stock corporations are prohibited from retaining surplus profits in excess 
of one hundred PERCENT (100%) [percent] of their paid-in capital stock, except: 
(1) when justified by definite corporate expansion projects or programs approved 
by the board of directors; or (2) when the corporation is prohibited under any 
loan agreement with any financial institution or creditor, whether local or foreign, 
from declaring dividends without its/his consent, and such consent has not yet 
been secured; or (3) when it can be clearly shown that such retention is necessary 
under special circumstances obtaining in the corporation, such as when there is 
need for special reserve for probable contingencies.
SECTION 30. 
Section 46 of the Code is hereby amended to read as follows:
Sec. 46. Adoption of by-laws. - [Every corporation formed under this Code 
must, within one (1) month after receipt of official notice of the issuance of its 
certificate of incorporation by the Securities and Exchange Commission, adopt a 
code of by-laws for its government not in consistent with this Code.] For the 
adoption of by-laws by the corporation, the affirmative vote of the stockholders 
representing at least a majority of the outstanding capital stock, or of at least a 
majority of the members in case of non-stock corporations, shall be necessary. 
The by-laws shall be signed by the stockholders or members voting for them and
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shall be kept in the principal office of the corporation, subject to the inspection of 
the stockholders or members during office hours. A copy thereof, duly certified 
[to] by a majority of the directors or trustees AND countersigned by the secretary 
of the corporation, shall be filed with the [Securities and Exchange] Commission 
[which shall be] AND attached to the original articles of incorporation.
Notwithstanding the provisions of the preceding paragraph, by-laws may 
be adopted and filed prior to incorporation; in such case, such by-laws shall be 
approved and signed by all the incorporators and submitted to the [Securities and 
Exchange] Commission, together with the articles of incorporation.
In all cases, by-laws shall be effective only upon the issuance by the 
[Securities and Exchange] Commission of a certification that the by-laws are [not 
inconsistent] IN ACCORDANCE with this Code.
The [Securities and Exchange] Commission shall not accept for filing the 
by-laws or any amendment thereto of any bank, banking institution, building and 
loan association, trust company, insurance company, public utility, educational 
institution, or other special corporations governed by special laws, unless 
accompanied by a certificate of the appropriate government agency to the effect 
that such by-laws or amendments are in accordance with law.
SECTION 31. 
Section 47 of the Code is hereby renumbered as Section 48 and
20 
amended to read as follows:
Sec. 48. Contents of by-laws. - [Subject to the provisions of the Constitution, 
this Code, other special laws, and the articles of incorporation,] A private 
corporation may provide THE FOLLOWING in its by-laws:
1. 
The time, place and manner of calling and conducting regular or special 
meetings of the directors or trustees;
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2. 
The time and manner of calling and conducting regular or special 
meetings of the stockholders or members;
3. The required quorum in meetings of stockholders or members and the 
manner of voting therein;^
4. THE MANNER OF SENDING NOTICES OF REGULAR OR SPECIAL 
MEETINGS. WHETHER IN PERSON. THROUGH POSTAL MAIL OR ELECTRONIC 
MEANS
5 
[4]. The form for proxies of stockholders and members and the manner 
of voting them;
6[5]. The DIRECTORS’ OR TRUSTEES’ qualifications, duties AND 
RESPONSIBILITIES, [and] THE GUIDELINES FOR SETTING THE compensation 
of directors or trustees AND [,] officers [and employees]. AND THE MAXIMUM 
NUMBER OF OTHER BOARD REPRESENTATIONS THAT AN INDEPENDENT 
DIRECTOR OR TRUSTEE MAY HAVE WHICH SHALL. IN NO CASE. BE MORE 
THAN THE NUMBER PRESCRIBED BY THE COMMISSION;
7[6], The time for holding the annual election of directors of trustees and 
the mode or manner of giving notice thereof;0
8[7]. The manner of election or appointment and the term of office of all 
officers other than directors or trustees;®
9[8]. The penalties for violation of the by-laws;0
10[9], In the case of stock corporations, the m anner of issuing stock 
certificates; [and]
11[10]. Such other matters as may be necessary for the proper or 
convenient transaction of its corporate [business and] affairs OR AS MAY BE 
DEEMED NECESSARY BY THE COMMISSION FOR THE PROMOTION OF GOOD 
GOVERNANCE AND ANTI-GRAFT AND CORRUPTION MEASURES.
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SECTION 32. 
Section 48 of the Code is hereby amended to read as follows:
Section 48. Amendment to by-laws. - The board of directors or trustees, by 
a majority vote thereof, and the owners of at least a majority of the outstanding 
capital stock, or at least a majority of the members of a non-stock corporation, at a 
regular or special meeting duly called for the purpose, may amend or repeal [any] 
THE by-laws or adopt new by-laws. The owners of two-thirds (2/3) of the 
outstanding capital stock or two-thirds (2/3) of the members in a non-stock 
corporation may delegate to the board of directors or trustees the power to 
amend or repeal [any] THE by-laws or adopt new by-laws: Provided, That any 
power delegated to the board of directors or trustees to amend or repeal [any] 
THE by-laws or adopt new by-laws shall be considered as revoked whenever 
stockholders owning or representing a majority of the outstanding capital stock 
or [a] majority of the members [in non-stock corporations,] shall so vote at a 
regular or special meeting.
[Whenever any amendment or new by-laws are adopted, such amendment 
or new by-laws shall be attached to the original by-laws in the office of the 
corporation, and a copy thereof, duly certified under oath by the corporate 
secretary and a majority of the directors or trustees, shall be filed with the 
Securities and Exchange Commission the same to be attached to the original 
articles of incorporation and original by-laws.]
WHENEVER THE BY-LAWS IS AMENDED OR NEW BY-LAWS IS 
ADOPTED, THE CORPORATION SHALL FILE WITH THE COMMISSION SUCH 
AMENDED OR NEW BY-LAWS AND, IF APPLICABLE, THE STOCKHOLDERS' OR 
MEMBERS’ RESOLUTION AUTHORIZING THE DELEGATION OF THE POWER 
TO AMEND AND/OR ADOPT NEW BY-LAWS, DULY CERTIFIED UNDER OATH
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BY THE CORPORATE SECRETARY AND A MAJORITY OF THE DIRECTORS OR 
TRUSTEES.
The amended or new by-laws shall only be effective upon the issuance by 
the [Securities and Exchange] Commission of a certification that the same IS [are 
not] in [consistent] ACCORDANCE with this Code, AND OTHER RELEVANT 
LAWS.
SECTION 33. 
Section 50 of the Code is hereby amended to read as follows:
Sec. 50. Regular and special meetings of stockholders or members. - Regular 
meetings of stockholders or members shall be held annually on a date fixed in the 
by-laws, or if not so fixed, on any date AFTER [in] April 15 of every year as 
determined by the board of directors or trustees: Provided, That written notice of 
regular meetings shall be sent to all stockholders or members of record at least 
[two (2)] TWENTY (20) DAYS prior to the meeting, unless a [different] LONGER 
period is required [by] IN the by-laws, LAW OR REGULATION.
AT EACH REGULAR MEETING OF STOCKHOLDERS OR MEMBERS, THE 
BOARD OF DIRECTORS OR TRUSTEES SHALL ENDEAVOR TO PRESENT TO 
STOCKHOLDERS OR MEMBERS THE FOLLOWING:
a. 
THE MINUTES OF THE MOST RECENT REGULAR MEETING 
WHICH SHALL INCLUDE, AMONG OTHERS:
(i) 
A DESCRIPTION OF THE VOTING AND VOTE 
TABULATION PROCEDURES USED AND TO BE USED IN THE 
CURRENT MEETING;
(ii) 
A DESCRIPTION OF THE OPPORTUNITY GIVEN TO 
STOCKHOLDERS OR MEMBERS TO ASK QUESTIONS AND A 
RECORD OF THE QUESTIONS ASKED AND ANSWERS GIVEN;
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(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;
(vi) 
SUCH OTHER ITEMS THAT THE COMMISSION MAY 
REQUIRE 
IN 
THE 
INTEREST 
OF 
GOOD 
CORPORATE 
GOVERNANCE 
AND 
THE 
PROTECTION 
OF 
MINORITY 
STOCKHOLDERS;
b. 
A MEMBERS’ LIST FOR NON STOCK CORPORATIONS AND, 
FOR STOCK CORPORATIONS, MATERIAL INFORMATION ON THE 
CURRENT STOCKHOLDERS AND THEIR VOTING RIGHTS;
c. 
A 
DETAILED, 
DESCRIPTIVE, 
BALANCED 
AND 
COMPREHENSIBLE 
ASSESSMENT 
OF 
THE 
CORPORATION’S 
PERFORMANCE WHICH SHALL INCLUDE INFORMATION ON ANY 
MATERIAL CHANGE IN THE CORPORATION’S BUSINESS, STRATEGY, 
AND OTHER AFFAIRS;
d. 
A FINANCIAL REPORT 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;
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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, TRAININGS 
AND CONTINUING EDUCATION ATTENDED, AND NUMBER OF THEIR 
BOARD REPRESENTATIONS IN OTHER CORPORATIONS;
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. 
APPRAISALS AND PERFORMANCE REPORTS FOR THE 
BOARD AND THE CRITERIA AND PROCEDURE FOR ASSESSMENT;
i. 
A DIRECTOR OR TRUSTEE COMPENSATION REPORT 
PREPARED IN ACCORDANCE WITH THIS CODE AND THE RULES THE 
COMMISSION MAY PRESCRIBE;
j. 
DIRECTOR 
DISCLOSURES 
ON 
SELF-DEALINGS 
AND 
RELATED PARTY TRANSACTIONS;
k. 
THE PROFILES OF DIRECTORS NOMINATED OR SEEKING 
ELECTION OR RE-ELECTION; AND/OR
l. 
THE COMPENSATION/BENEFITS OF EMPLOYEES WHO 
ARE IMMEDIATE FAMILY MEMBERS OF A DIRECTOR, TRUSTEE, OR AN 
OFFICER OF THE CORPORATION OR WHOSE EMPLOYMENT WAS 
MADE WITH THEIR ENDORSEMENT; AND
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A DIRECTOR, TRUSTEE, STOCKHOLDER OR MEMBER MAY PROPOSE 
ANY OTHER MATTER FOR INCLUSION IN THE AGENDA AT ANY REGULAR 
MEETING OF STOCKHOLDERS OR MEMBERS.
Special meetings of stockholders or members shall be held at any time 
deemed necessary or as provided in the by-laws: Provided, however, That [at least 
one (1) week] w ritten notice shall be sent to all stockholders or members AT 
LEAST TWO (2) WEEKS PRIOR TO THE MEETING, unless [otherwise] A 
LONGER PERIOD IS provided in the by-laws, LAW OR REGULATION.
A STOCKHOLDER OR MEMBER SHALL HAVE THE RIGHT TO PROPOSE 
THE HOLDING OF A SPECIAL MEETING AND ITEMS TO BE INCLUDED IN THE 
AGENDA.
Notice of any meeting may be waived, expressly or impliedly, by any 
stockholder or member[.]; PROVIDED THAT GENERAL WAIVERS OF NOTICE IN 
THE ARTICLES OF INCORPORATION OR THE BY-LAWS SHALL NOT BE 
ALLOWED; PROVIDED FURTHER, THAT ATTENDANCE AT A MEETING SHALL 
CONSTITUTE A WAIVER OF NOTICE OF SUCH MEETING, EXCEPT WHEN THE 
PERSON ATTENDS A MEETING FOR THE EXPRESS PURPOSE OF OBJECTING 
TO THE TRANSACTION OF ANY BUSINESS BECAUSE THE MEETING IS NOT 
LAWFULLY CALLED OR CONVENED.
Whenever M for any cause, there is no person authorized to call a meeting, 
the [Securities and Exchange] Commission, upon petition of a stockholder or 
member on a showing of good cause therefor, may issue an order to the 
petitioning stockholder or member directing him to call a meeting of the 
corporation by giving proper notice required by this Code or by the by-laws. The 
petitioning stockholder or member shall preside thereat until at least a majority of
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the stockholders or members present have chosen [one of their number as] FROM 
AMONG THEMSELVES A presiding officer.
UNLESS THE BY-LAWS PROVIDES FOR A LONGER PERIOD, THE STOCK 
AND TRANSFER BOOK OR MEMBERSHIP BOOK SHALL BE CLOSED AT LEAST 
TWENTY (20) DAYS BEFORE THE SCHEDULED DATE OF THE MEETING.
IN CASE OF POSTPONEMENT OF STOCKHOLDERS' OR MEMBERS’ 
MEETINGS, WRITTEN NOTICE THEREOF AND THE REASON THEREFOR SHALL 
BE SENT TO ALL STOCKHOLDERS OR MEMBERS OF RECORD AT LEAST TWO 
(2) WEEKS PRIOR TO THE DATE OF THE MEETING, UNLESS A DIFFERENT 
PERIOD IS REQUIRED BY THE BY-LAWS, LAW OR REGULATION.
THE RIGHT TO VOTE MAY BE EXERCISED THROUGH REMOTE 
COMMUNICATION OR IN ABSENTIA UNDER SUCH RULES AND REGULATIONS 
ADOPTED BY THE COMMISSION, TAKING INTO ACCOUNT THE COMPANY’S 
SCALE, NUMBER OF SHAREHOLDERS OR MEMBERS, STRUCTURE AND OTHER 
FACTORS CONSISTENT WITH THE PROTECTION AND PROMOTION OF 
SHAREHOLDERS’ OR MEMBER’S MEETINGS.
SECTION 34. 
Section 51 of the Code is hereby amended to read as follows:
Sec. 51. Place and time of meetings of stockholders of members. - 
Stockholders’ or members' meetings, whether regular or special, shall be held in 
the PRINCIPAL OFFICE OF THE CORPORATION AS SET FORTH IN THE 
ARTICLES OF INCORPORATION, OR, IF NOT PRACTICABLE, IN THE city or 
municipality where the principal office of the corporation is located [, and if 
practicable in the principal office of the corporation]: Provided, That Metro 
Manila, METRO CEBU, METRO DAVAO, AND OTHER METROPOLITAN AREAS 
shall, for purposes of this section, be considered a city or municipality.
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[Notice of meetings shall be in writing, and the time and place thereof 
stated therein.] WRITTEN NOTICE OF MEETINGS SHALL BE SENT THROUGH 
THE MEANS OF COMMUNICATION PROVIDED FOR IN THE BY-LAWS, WHICH 
NOTICE SHALL STATE THE TIME, PLACE AND PURPOSES OF THE MEETINGS.
EACH NOTICE OF MEETING SHALL FURTHER BE ACCOMPANIED BY 
THE FOLLOWING;
(A) 
THE AGENDA FOR THE MEETING;
(B) 
A PROXY FORM WHICH SHALL BE SUBMITTED TO THE
CORPORATE SECRETARY WITHIN A REASONABLE TIME PRIOR 
TO THE MEETING;
(C) 
WHEN ATTENDANCE, 
PARTICIPATION AND VOTING ARE 
ALLOWED BY REMOTE COMMUNICATION OR IN ABSENTIA, 
THE REQUIREMENTS AND PROCEDURES TO BE FOLLOWED 
WHEN A STOCKHOLDER OR MEMBER ELECTS EITHER OPTION; 
AND
(D) 
WHEN THE MEETING IS FOR THE ELECTION OF DIRECTORS OR
TRUSTEES, THE 
REQUIREMENTS AND 
PROCEDURE 
FOR 
NOMINATION.
All proceedings had and any business transacted at a[ny] meeting of the 
stockholders or members, if within the powers or authority of the corporation, 
shall be valid even if the meeting be improperly held or called;[,] P[p]rovided, 
THAT all the stockholders or members of the corporation are present or duly 
represented at the meeting AND NONE OF THEM EXPRESSLY STATES AT THE 
BEGINNING OF THE MEETING THAT THE PURPOSE OF THEIR ATTENDANCE 
IS TO OBJECT TO THE TRANSACTION OF ANY BUSINESS BECAUSE THE 
MEETING IS NOT LAWFULLY CALLED OR CONVENED.
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SECTION 35. 
Section 53 of the Code is hereby amended to read as follows:
Sec. 53. Regular and special meetings of directors or trustees; QUORUM. - 
UNLESS THE ARTICLES 
OF 
INCORPORATION 
OR THE BY-LAWS 
PROVIDES FOR A GREATER MAJORITY, A MAJORITY OF THE NUMBER OF 
DIRECTORS OR TRUSTEES SHALL CONSTITUTE A QUORUM TO TRANSACT 
CORPORATE BUSINESS, AND EVERY DECISION OF AT LEAST A MAJORITY OF 
THE DIRECTORS OR TRUSTEES CONSTITUTING A QUORUM SHALL BE VALID AS 
A CORPORATE ACT, EXCEPT FOR THE ELECTION OF OFFICERS WHICH SHALL 
. 
REQUIRE THE VOTE OF A MAJORITY OF ALL THE MEMBERS OF THE BOARD.
Regular meetings of the board of directors or trustees of every corporation 
shall be held monthly, unless the by-laws provides otherwise.
Special meetings of the board of directors or trustees may be held at any 
time upon the call of the president or as provided in the by-laws.
Meetings of directors or trustees of corporations may be held anywhere in 
or outside of the Philippines, unless the by-laws provides otherwise. Notice of 
regular or special meetings stating the date, time and place of the meeting must be 
sent to every director or trustee at least [one (1) day] FIVE (5) DAYS prior to the 
scheduled meeting, unless [otherwise] A LONGER TIME IS provided [by] IN the 
by-laws. A director or trustee may waive this requirement, either expressly or 
impliedly.
DIRECTORS OR TRUSTEES CANNOT ATTEND OR VOTE BY PROXY AT 
BOARD MEETINGS. THEY CAN PARTICIPATE AND VOTE THROUGH REMOTE 
COMMUNICATION SUCH AS VIDEOCONFERENCING, TELECONFERENCING OR 
OTHER ALTERNATIVE MODES OF COMMUNICATION THAT ALLOW THEM 
REASONABLE OPPORTUNITY TO PARTICIPATE.
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A DIRECTOR OR TRUSTEE WHO HAS A POTENTIAL INTEREST IN ANY 
RELATED PARTY TRANSACTION MUST RECUSE HIMSELF OR HERSELF FROM 
VOTING ON THE APPROVAL OF THE RELATED PARTY TRANSACTION.
SECTION 36. 
Section 58 of the Code is hereby amended to read as follows:
Sec. 58. MANNER OF VOTING; Proxies. - Stockholders and members may 
vote in person or by proxy in all meetings of stockholders or members.
WHEN SO AUTHORIZED IN THE BY-LAWS OR BY A MAJORITY OF THE 
BOARD OF DIRECTORS, THE STOCKHOLDERS OR MEMBERS OF REGULAR 
CORPORATIONS MAY ALSO VOTE THROUGH REMOTE COMMUNICATION OR 
IN ABSENTIA; PROVIDED, THAT, THE RIGHT TO VOTE THROUGH SUCH 
MODES MAY BE EXERCISED IN CORPORATIONS VESTED WITH PUBLIC 
INTEREST, NOTWITHSTANDING THE ABSENCE OF A PROVISION IN THE BY­
LAWS OF THE CORPORATION; PROVIDED, FURTHER, THE VOTES ARE 
RECEIVED BEFORE THE CORPORATION FINISHES THE TALLY OF VOTES.
WHEN A STOCKHOLDER OR MEMBER PARTICIPATES THROUGH 
REMOTE COMMUNICATION OR IN ABSENTIA, HE OR SHE SHALL BE DEEMED 
PRESENT FOR PURPOSES OF QUORUM.
THE 
CORPORATION 
SHALL 
ESTABLISH 
THE 
APPROPRIATE 
REQUIREMENTS AND PROCEDURES FOR VOTING THROUGH REMOTE 
COMMUNICATION AND 
IN ABSENTIA, TAKING 
INTO ACCOUNT THE 
COMPANY’S SCALE, NUMBER OF SHAREHOLDERS OR MEMBERS, STRUCTURE 
AND OTHER FACTORS CONSISTENT WITH THE BASIC RIGHT CORPORATE 
SUFFRAGE.
Proxies shall be [in writing,] signed AND FILED, by the stockholder or 
member, IN ANY FORM AUTHORIZED IN THE BY-LAWS and RECEIVED BY THE 
CORPORATE SECRETARY WITHIN A REASONABLE TIME before the scheduled
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meeting [the corporate secretary]. Unless otherwise provided in the proxy FORM, 
it shall be valid only for the meeting for which it is intended. No proxy shall be 
valid and effective for a period longer than Five (5) years at any one time.
SECTION 37. 
Section 59 of the Code is hereby amended to read as follows:
Section 59. 
Voting Trusts. - One or more stockholders of a stock 
corporation may create a voting trust for the purpose of conferring upon a trustee 
or trustees the right to vote and other rights pertaining to the shares for a period 
not exceeding five (5) years at any time: Provided, That in the case of a voting 
trust specifically required as a condition in a loan agreement, said voting trust 
may be for a period exceeding five (5) years but shall automatically expire upon
f
full payment of the loan. A voting trust agreement must be in writing and 
notarized, and shall specify the terms and conditions thereof. A certified copy of 
such agreement shall be filed with the corporation and with the [Securities and 
Exchange] 
Commission; 
otherwise, 
said 
agreement 
is 
ineffective 
and 
unenforceable. The certificate or certificates of stock covered by the voting trust 
agreement shall be cancelled and new ones shall be issued in the name of the 
trustee or trustees, stating that they are issued pursuant to said agreement. [In t] 
The books of the corporation [, it] shall STATE [be noted ] that the transfer in the 
name of the trustee or trustees is made pursuant to said voting trust agreem ent
The trustee or trustees shall execute and deliver to the transferors, voting 
trust certificates, which shall be transferable in the same manner and with the 
same effect as certificates of stock.
The voting trust agreement filed with the corporation shall be subject to 
examination by any stockholder of the corporation in the same m anner as any 
other corporate book or record: Provided, That both the transferor and the
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trustee or trustees may exercise the right of inspection of all corporate books and 
records in accordance with the provisions of this Code.
Any other stockholder may transfer his OR HER shares to the same trustee 
or trustees upon the terms and conditions stated in the voting trust agreement, 
and thereupon shall be bound by all the provisions of said agreem ent
No voting trust agreement shall be entered into for [the] purposes of 
circumventing the lawS against [monopolies and illegal combinations] ANTI­
COMPETITIVE AGREEMENTS, ABUSE OF DOMINANT POSITION, ANTI­
COMPETITIVE MERGERS AND ACQUISITIONS, VIOLATION OF NATIONALITY 
AND CAPITAL REQUIREMENTS, OR [or used for purposes of fraud [.] FOR THE 
PERPETUATION OF FRAUD.
Unless expressly renewed, all rights granted in a voting trust agreement 
shall automatically expire at the end of the agreed period, and the voting trust 
certificates as well as the certificates of stock in the name of the trustee or 
trustees shall thereby be deemed cancelled and new certificates of stock shall be 
reissued in the name of the transferors.
The voting trustee or trustees may vote by proxy unless the agreement 
provides otherwise.
SECTION 38. 
Section 62 of the Code is hereby amended to read as follows:
"Sec. 62. 
Consideration for stocks. - Stocks shall not be issued for a 
consideration less than the par or issued price thereof. Consideration for the 
issuance of stock may be: [any or a combination of any two or more of the 
following:]
1. 
Actual cash paid to the corporation;
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2. 
Property, 
tangible 
or 
intangible, 
actually received 
by 
the
corporation and necessary or convenient for its use and lawful purposes at a fair 
valuation equal to the par or issued value of the stock issued;
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 IN ANOTHER CORPORATION; AND/OR
8. 
AS MAY BE ALLOWED BY THE COMMISSION.
Where the consideration is other than actual cash, or consists of intangible 
property such as patents [of) OR copyrights, the valuation thereof shall initially be 
determined by the incorporators or the board of directors, subject to THE 
approval [by] OF the [Securities and Exchange] Commission.
Shares of stock shall not be issued in exchange for promissory notes or 
future service.lHThe same considerations provided for in this section, insofar as 
they may be applicable, may be used for the issuance of bonds by the corporation.
The issued price of no-par value shares may be fixed in the articles of 
incorporation or by the board of directors pursuant to authority conferred upon it 
by the articles of incorporation or the by-laws, or [in the absence thereof] IF NOT 
SO FIXED, by the stockholders representing at least a majority of the outstanding 
capital stock at a meeting duly called for the purpose.
SECTION 39. 
Section 63 of the Code is hereby amended to read as follows:
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Sec. 63. Certificate of stock and transfer of shares. - The capital stock of 
[stock] corporations shall be divided into shares for which certificates signed by 
the president or vice president, countersigned by the secretary or assistant 
secretary, and sealed with the seal of the corporation shall be issued in 
accordance with the by-laws. Shares of stock so issued are personal property and 
may be transferred by delivery of the certificate or certificates indorsed by the 
owner, [or] his attorney-in-fact, or ANY other person legally authorized to make 
the transfer. No transfer, however, shall be valid, except as between the parties, 
until the transfer is recorded in the books of the corporation [so as] to show the 
names of the parties to the transaction, the date of the transfer, the number of the 
certificate or certificates, and the number of shares transferred. THE 
COMMISSION MAY REQUIRE CORPORATIONS WHOSE SECURITIES ARE 
TRADED 
IN 
TRADING 
MARKETS 
AND 
WHICH 
CAN 
REASONABLY 
DEMONSTRATE THEIR CAPABILITY TO DO SO TO ISSUE THEIR SECURITIES 
OR SHARES OF STOCKS IN UNCERTIFICATED OR SCRIPLESS FORM IN 
ACCORDANCE WITH THE RULES OF THE COMMISSION.
XXX 
XXX 
XXX
SECTION 40. 
Section 74 of the Code is hereby amended to read as follows:
Sec. 74. Books to be kept; stock transfer agent. - Every corporation shall 
keep and carefully preserve at its principal office ALL INFORMATION RELATING 
TO THE CORPORATION INCLUDING, BUT NOT LIMITED TO:
1. THE ARTICLES OF INCORPORATION AND BY-LAWS OF THE 
CORPORATION AND ALL THEIR AMENDMENTS;
2. THE CURRENT OWNERSHIP STRUCTURE AND VOTING RIGHTS 
OF THE CORPORATION, INCLUDING LISTS OF STOCKHOLDERS
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OR 
MEMBERS, 
GROUP 
STRUCTURES, 
INTRA-GROUP 
RELATIONS, OWNERSHIP DATA, AND BENEFICIAL OWNERSHIP;
3. THE NAMES AND ADDRESSES OF ALL THE MEMBERS OF THE 
BOARD OF DIRECTORS OR TRUSTEES AND THE EXECUTIVE 
OFFICERS;
4. [A] A record of all business transactions;
5. 
A RECORD OF THE RESOLUTIONS OF THE BOARD OF 
DIRECTORS OR TRUSTEES AND OF THE STOCKHOLDERS OR 
MEMBERS;
6. COPIES 
OF 
THE 
LATEST 
REPORTORIAL 
REQUIREMENTS 
SUBMITTED TO THE COMMISSION; and
7. 
THE minutes of all meetings of stockholders or members, or of the 
board of directors or trustees[,]. SUCH MINUTES [in which] shall 
[be] set forth in detail, AMONG OTHERS: the time and place of 
[holding] the meeting HELD, how it was authorized, the notice 
given, THE AGENDA THEREFOR, w hether the meeting was regular 
or special, [if special,] its object IF SPECIAL, those present and 
absent, and every act done or ordered done at the meeting. Upon 
the demand of a[ny] director, trustee, stockholder or member, the 
time when any director, trustee, stockholder or member entered or 
left the meeting must be noted in the minutes; and on a similar 
demand, the yeas and nays must be taken on any motion or 
proposition, and a record thereof carefully made. The protest of 
a[ny] director, trustee, stockholder or member on any action or 
proposed action must be recorded in full on his OR HER demand.
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SUBJECT TO THE PROVISIONS OF THE DATA PRIVACY ACT, [The] 
CORPORATE records, [of all business transactions of the corporation and the 
minutes of any meetings] REGARDLESS OF THE FORM IN WHICH THEY ARE 
STORED, shall be open to inspection by any director, trustee, stockholder or 
member of the corporation IN PERSON OR BY A REPRESENTATIVE at 
reasonable hours on business days, and he OR SHE may demand [,] in writing, AT 
HIS OR HER EXPENSE, for [a copy of] COPIES of SUCH RECORDS OR excerpts 
from said records [or minutes, at his expense]. 
THE INSPECTING OR 
REPRODUCING PARTY SHALL REMAIN BOUND BY CONFIDENTIALITY UNDER 
PREVAILING LAWS.
THERE IS NO RIGHT TO INSPECT AND/OR REPRODUCE CORPORATE 
RECORDS IF THE REQUESTING PARTY IS NOT A STOCKHOLDER OR MEMBER 
OF RECORD, OR IS A COMPETITOR OF THE CORPORATION.
Any officer or agent of the corporation who shall refuse to allow [any 
director, trustee, stockholder or member of the corporation to examine and/OR 
copy excerpts from its records or minutes,] THE INSPECTION AND/OR 
REPRODUCTION OF RECORDS in accordance with the provisions of this Code, 
shall be liable to such director, trustee, stockholder or member for damages, and 
in addition, shall be guilty of an offense which shall be punishable under Section 
161 of this Code: Provided, That if such refusal is made pursuant to a resolution or 
order of the board of directors or trustees, the liability under this section for such 
action shall be imposed upon the directors or trustees who voted for such refusal: 
and Provided, further, That it shall be a defense to any action under this section 
that the person demanding to examine and copy excerpts from the corporation's 
records and minutes has improperly used any information secured through any 
prior examination of the records or minutes of such corporation or of any other
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corporation, or was not acting in good faith or for a legitimate purpose in making 
his OR HER demand.
IF THE CORPORATION DENIES OR DOES NOT ACT UPON A DEMAND 
FOR INSPECTION AND/OR REPRODUCTION, THE AGGRIEVED PARTY MAY 
REPORT SUCH TO THE COMMISSION. WITHIN FIVE (5) DAYS FROM RECEIPT 
OF SUCH REPORT, THE COMMISSION SHALL CONDUCT A SUMMARY 
INVESTIGATION AND ISSUE AN ORDER DIRECTING THE INSPECTION OR 
REPRODUCTION OF THE RECORDS SUBJECT OF THE REQUEST REQUESTED.
THE DIRECTOR, TRUSTEE, STOCKHOLDER OR MEMBER WHOSE 
RIGHT TO INSPECTION AND/OR REPRODUCTION OF RECORDS WAS DENIED 
OR NOT ACTED UPON MAY FIL^ BEFORE A COURT OF COMPETENT 
JURISDICTION, AN ACTION TO COMPEL INSPECTION OF CORPORATE 
RECORDS SHOWING THAT, DESPITE THE LAPSE OF FIVE (5) DAYS FROM 
RECEIPT OF HIS WRITTEN DEMAND AND DESPITE HAVING BEEN ORDERED 
BY THE COMMISSION TO DO SO, THE CORPORATION, OR AN OFFICER OR 
AGENT 
THEREOF, 
REFUSED 
TO 
ALLOW 
THE 
INSPECTION 
AND/OR 
REPRODUCTION OR FAILED TO REPLY TO THE WRITTEN DEMAND AND TO 
THE ORDER OF THE COMMISSION. 
THE COURT MAY, AFTER SUMMARY 
PROCEEDINGS, ORDER THE CORPORATION TO PERMIT THE INSPECTION 
AND/OR REPRODUCTION OR ISSUE ANY SUCH ORDER OR FURTHER RELIEF 
AS IT MAY DEEM JUST AND PROPER.
Stock corporations must also keep a [book to be known as the] stock and 
transfer book, [in ] which [must be kept] SHALL CONTAIN a record of all stocks in 
the names of the stockholders alphabetically arranged; the installments paid and 
unpaid on all stocks for which subscription has been made, and the date of 
payment of any installment; a statem ent of every alienation, sale or transfer of
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stock made, the date thereof, and by and to whom made; and such other entries as 
the by-laws may prescribe. The stock and transfer book shall be kept in the 
principal office of the corporation or in the office of its stock transfer agent and 
shall be open for inspection by any director or stockholder of the corporation at 
reasonable hours on business days.
No stock transfer agent or one engaged principally in the business of 
registering transfers of stocks in behalf of a stock corporation shall be allowed to 
operate in the Philippines unless he OR SHE secures a license from the [Securities 
and Exchange] Commission and pays a fee as may be fixed by the Commission, 
which shall be renewable annually: Provided, That a stock corporation is not 
precluded from performing or making transfers of its own stocks, in which case all 
the rules and regulations imposed on stock transfer agents, except the payment of 
a license fee herein provided, shall be applicable[.]; PROVIDED, FURTHER, THAT 
THE COMMISSION MAY REQUIRE AN INDEPENDENT TRANSFER AGENT IN 
THE CASE OF STOCK CORPORATIONS WHICH TRANSFER AND/OR TRADE 
STOCKS IN SECONDARY MARKETS.
SECTION 41. 
Section 75 of the Code is hereby amended to read as follows:
Sec. 75. Right to financial statements. - Within ten (10) days from receipt of 
a written request FROM [of any] A stockholder or member, the corporation shall 
furnish [to] him OR HER its most recent financial statement, IN THE FORM AND 
SUBSTANCE 
OF 
THE 
FINANCIAL 
REPORTING 
REQUIRED 
BY 
THE 
COMMISSION, [which shall include a balance sheet as of the end of the last 
taxable year and a profit or loss statem ent for said taxable year, showing in 
reasonable detail its assets and liabilities and the result of its operations.]
At the regular meeting of stockholders or members, the board of directors 
or trustees shall present to such stockholders or members a financial report of the
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operations of the corporation for the preceding year, which shall include financial 
statements, duly signed and certified [by an independent certified public 
accountant] IN ACCORDANCE WITH THIS CODE AND THE RULES THE 
COMMISSION MAY PRESCRIBE.
However, if the [paid-up capital] TOTAL ASSETS OR TOTAL LIABILITIES 
of the corporation is less than P600,000.00, the financial statements may be 
certified under oath by the treasurer [or any responsible officer of the 
corporation.] AND THE PRESIDENT.
SECTION 42. 
Section 77 of the Code is hereby amended to read as follows:
Sec. 77. Stockholderf'Js' or member[']s' approval. - Upon approval by 
majority vote of each of the board of directors or trustees of the constituent 
corporations of the plan of merger or consolidation, the same shall be submitted 
for approval by the stockholders or members of each of such corporations at 
separate corporate meetings duly called for the purpose. Notice of such meetings 
shall be given to all stockholders or members of the respective corporations IN 
THE SAME MANNER AS GIVING NOTICE OF REGULAR OR SPECIAL MEETINGS 
UNDER SECTION 50. [, at least two (2) weeks prior to the date of the meeting, 
either personally or by registered mail.] Said notice shall state the purpose of the 
meeting and [shall] include a copy or a summary of the plan of merger or 
consolidation.
XXX 
XXX 
XXX
SECTION 43. 
Section 78 of the Code is hereby amended to read as follows:
Sec. 78. Articles of merger or consolidation. - After the approval by the 
stockholders or members as required by the preceding section, articles of merger 
or articles of consolidation shall be executed by each of the constituent
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corporations, to be signed by the president or vice-president and certified by the 
secretary or assistant secretary of each corporation setting forth:
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;
5. 
THE METHOD TO 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.
SECTION 44. 
Section 79 of the Code is hereby amended to read as follows:
Section 79. Effectivity of merger or consolidation. - The articles of merger or 
of consolidation, signed and certified as [herein above] required BY THE CODE, 
shall be submitted to the [Securities and Exchange] Commission in quadruplicate 
for its approval: Provided, That in the case of merger or consolidation of banks or 
banking institutions, [building and loan associations,] trust companies, insurance 
companies, public utilities, educational institutions, and other special corporations 
governed by special laws, the favorable recommendation of the appropriate 
government agency shall first be obtained. If the Commission is satisfied that the 
merger or consolidation of the corporations concerned is not inconsistent with the
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provisions of this Code and existing laws, it shall issue a certificate of APPROVAL 
OF THE ARTICLES AND PLAN OF merger or of consolidation, at which time the 
merger or consolidation shall be effective.
If, upon investigation, the [Securities and Exchange] Commission has reason to 
believe that the proposed merger or consolidation is contrary to or inconsistent 
with the provisions of this Code or existing laws, it shall set a hearing to give the 
corporations concerned the opportunity to be heard. W ritten notice of the date, time 
and place of hearing shall be given to each constituent corporation at least two [2) 
weeks before said hearing. The Commission shall thereafter proceed as provided in 
this Code.
SECTION 45. 
Section 81 of the Code is hereby amended to read as follows:
Sec. 81. Instances of appraisal right - Any stockholder of a corporation shall 
have the right to dissent and demand payment of the fair value of his shares in the 
following instances:
1. 
In case an [y] 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.
SECTION 46. 
Section 89 of the Code is hereby amended to read as follows:
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Sec. 89. Right to vote. - The right of the members of any class or classes to 
vote may be limited, broadened, or denied to the extent specified in the articles of 
incorporation or the by-laws. Unless so limited, broadened, or denied, each 
member, regardless of class, shall be entitled to one vote.
Unless otherwise provided in the articles of incorporation or the by-laws, a 
member may vote by proxy, in accordance with the provisions of this Code. THE 
BY-LAWS 
MAY 
LIKEWISE 
AUTHORIZE 
VOTING 
THROUGH 
REMOTE 
COMMUNICATION AND/OR IN ABSENTIA.
[Voting by mail or other similar means by members of non-stock 
corporations may be authorized by the by-laws of non-stock corporations with 
the approval of, and under such conditions which may be prescribed by, the 
Securities and Exchange Commission.]
SECTION 47. 
Section 92 of the Code is hereby amended to read as follows:
Sec. 92. Election and term of trustees. -  [Unless otherwise provided in the 
articles of incorporation or the by-laws,] The NUMBER OF TRUSTEES [board of 
trustees of non-stock corporations] SHALL BE FIXED IN THE ARTICLES OF 
INCORPORATION OR BY-LAWS BUT SHALL NOT EXCEED [, which may be more 
than] fifteen (15) [in number as may be fixed in their articles of incorporation or 
by-laws, shall]. THEY SHALL HOLD OFFICE FOR NOT MORE THAN THREE (3) 
YEARS UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED, [as soon as 
organized, so classify themselves that the term of office of one-third (1/3) of their 
number shall expire every y e a r; and subsequent elections of trustees comprising 
one-third (1/3) of the board of trustees shall be held annually and trustees so 
elected shall have a term of three (3) years.] Trustees [thereafter] elected to fill 
vacancies occurring before the expiration of a particular term shall hold office 
only for the unexpired period.
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CORPORATIONS VESTED WITH PUBLIC INTEREST, [N]no person shall be 
elected as trustee unless he OR SHE is a member of the corporation.
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.
SECTION 48. 
Section 93 of the Code is hereby amended to read as follows:
Sec. 93. Place of meetings, LIST OF MEMBERS AND PROXIES. - THE 
CORPORATION SHALL, AT ALL TIMES, KEEP A LIST OF ITS MEMBERS AND 
THEIR PROXIES IN THE FORM THE COMMISSION MAY REQUIRE, WHICH LIST 
SHALL BE UPDATED TO REFLECT THE MEMBERS AND PROXIES OF RECORD 
AS OF TWENTY (20) DAYS PRIOR TO ANY SCHEDULED ELECTION. The by­
laws may provide that the members of a non-stock corporation may hold their 
regular or special meetings at any place even outside the place where the 
principal office of the corporation is located: Provided, That proper notice is sent 
to all members indicating the date, time and place of the meeting: and Provided, 
further. That the place of meeting shall be within the Philippines.
SECTION 49. 
Section 94 of the Code is hereby amended to read as follows:
Sec. 94. Rules of distribution. - In case of dissolution of a non-stock 
corporation in accordance with the provisions of this Code FOR REASONS OTHER 
THAN THOSE SET FORTH IN SECTION 139 (4), its assets shall be applied and 
distributed as follows:
XXX XXX 
XXX
SECTION 50. 
A new chapter is hereby added to Title XIII on Special Corporations and 
the succeeding provisions are renumbered accordingly.
CHAPTER III
ONE PERSON CORPORATIONS
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SEC. 117. 
APPLICABILITY OF PROVISIONS TO ONE PERSON STOCK 
CORPORATIONS. - THE PROVISIONS OF THIS CODE ARE APPLICABLE TO ONE 
PERSON STOCK CORPORATIONS EXCEPT AS OTHERWISE PROVIDED IN THIS 
TITLE.
SEC. 
118. 
ONE PERSON CORPORATION. 
- 
A 
ONE 
PERSON 
CORPORATION IS A CORPORATION WITH A SINGLE STOCKHOLDER; 
PROVIDED THAT, ONLY A NATURAL PERSON, TRUST OR AN ESTATE MAY 
FORM A ONE PERSON CORPORATION; PROVIDED, FURTHER THAT, A 
CORPORATION REQUIRED TO OBTAIN A SECONDARY LICENSE UNDER 
SPECIAL LAWS MAY NOT ORGANIZE AS A ONE PERSON CORPORATION.
SEC. 119. MINIMUM CAPITAL STOCK REQUIRED FOR ONE PERSON 
CORPORATION. - A ONE PERSON CORPORATION SHALL NOT BE REQUIRED 
TO HAVE A MINIMUM AUTHORIZED CAPITAL STOCK EXCEPT AS OTHERWISE 
PROVIDED BY SPECIAL LAW. AT LEAST TWENTY-FIVE PERCENT (25% ) OF 
THE AUTHORIZED CAPITAL STOCK MUST BE SUBSCRIBED AT THE TIME OF 
INCORPORATION, AND IN NO CASE SHALL THE PAID-UP CAPITAL BE LESS 
THAN FIVE THOUSAND PESOS (P5,000.00).
SEC. 
120. 
ARTICLES OF INCORPORATION. 
-A 
ONE 
PERSON 
CORPORATION SHALL FILE ARTICLES OF INCORPORATION IN ACCORDANCE 
WITH THE REQUIREMENTS UNDER SECTION 14 OF THIS CODE. IT SHALL 
LIKEWISE CONTAIN SUBSTANTIALLY THE FOLLOWING:
(1) 
IF THE SINGLE STOCKHOLDER IS A TRUST OR AN 
ESTATE, THE NAME, NATIONALITY, AND RESIDENCE OF THE 
TRUSTEE, 
ADMINISTRATOR, 
EXECUTOR, 
GUARDIAN, 
CONSERVATOR, CUSTODIAN, OR OTHER PERSON EXERCISING 
FIDUCIARY DUTIES TOGETHER WITH THE PROOF OF SUCH
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AUTHORITY TO ACT ON BEHALF OF THE TRUST OR ESTATE;
AND
(2) 
NAME, 
NATIONALITY, 
RESIDENCE 
OF 
THE 
NOMINEE AND ALTERNATE NOMINEE, AND THE EXTENT, 
COVERAGE AND LIMITATION OF THE AUTHORITY.
THE 
ARTICLES 
OF 
INCORPORATION 
SHALL 
BE 
ACCOMPANIED 
BY 
A 
SWORN 
STATEMENT 
BY 
THE 
STOCKHOLDER AS TO THE AMOUNT OF THE CAPITAL STOCK 
AND THAT TWENTY FIVE PERCENT (25% ) OF THE MINIMUM 
PAID UP CAPITAL IS PAID AND MAINTAINED IN A SEPARATE 
ACCOUNT 
FROM 
THE 
PERSONAL 
ACCOUNT 
OF 
THE 
STOCKHOLDER.
SEC. 121. 
BY-LAWS. - THE ONE PERSON CORPORATION IS NOT 
REQUIRED TO SUBMIT AND FILE CORPORATE BY-LAWS.
SEC. 122. 
DISPLAY OF CORPORATE NAME. -  A ONE PERSON 
CORPORATION SHALL INDICATE THE LETTERS 'OPC” EITHER BELOW OR AT 
THE END OF ITS CORPORATE NAME.
SEC. 123. SINGLE STOCKHOLDER AS DIRECTOR, PRESIDENT.- THE 
SINGLE STOCKHOLDER SHALL BE THE SOLE DIRECTOR AND PRESIDENT OF 
THE ONE PERSON CORPORATION.
SEC. 124. TREASURER, CORPORATE SECRETARY, AND OTHER OFFICERS. 
- WITHIN FIFTEEN (15) DAYS FROM THE ISSUANCE OF ITS CERTIFICATE OF 
INCORPORATION, THE ONE PERSON CORPORATION SHALL APPOINT A 
TREASURER, CORPORATE SECRETARY, AND OTHER OFFICERS AS IT MAY 
DEEM NECESSARY, AND NOTIFY THE COMMISSION THEREOF WITHIN FIVE 
(5) DAYS FROM APPOINTMENT.
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THE SINGLE STOCKHOLDER MAY NOT BE APPOINTED AS THE 
CORPORATE SECRETARY.
SEC. 125. SPECIAL FUNCTIONS OF THE CORPORATE SECRETARY. - IN 
ADDITION TO THE FUNCTIONS DESIGNATED BY THE ONE PERSON 
CORPORATION, THE CORPORATE SECRETARY SHALL:
1. BE RESPONSIBLE FOR MAINTAINING THE MINUTES-BOOK OF 
THE CORPORATION;
2. 
NOTIFY THE NOMINEE OR ALTERNATE NOMINEE OF THE 
DEATH OR INCAPACITY OF THE SINGLE STOCKHOLDER, WHICH 
NOTICE SHALL BE GIVEN NO LATER THAN FIVE (5) DAYS FROM 
SUCH OCCURRENCE;
3. 
NOTIFY THE COMMISSION OF THE DEATH OF THE SINGLE 
STOCKHOLDER WITHIN FIVE [5) DAYS FROM SUCH OCCURENCE 
AND STATING IN SUCH NOTICE THE NAMES, RESIDENCES, AND 
CONTACT DETAILS OF ALL KNOWN LEGAL HEIRS; AND
4. 
CALL THE NOMINEE OR ALTERNATIVE NOMINEE AND THE 
KNOWN LEGAL HEIRS TO A MEETING AND ADVISE THE LEGAL 
HEIRS WITH REGARD TO, AMONG OTHERS. THE ELECTION OF A 
NEW 
DIRECTOR, 
AMENDMENT 
OF 
THE 
ARTICLES 
OF 
INCORPORATION, 
AND 
OTHER 
ANCILLARY 
AND/OR 
CONSEQUENTIAL MATTERS.
SEC. 126. NOMINEE AND ALTERNATE NOMINEE. 
- THE SINGLE 
STOCKHOLDER SHALL DESIGNATE A NOMINEE AND AN ALTERNATE 
NOMINEE WHO SHALL, IN THE EVENT OF THE SINGLE STOCKHOLDER’S 
DEATH OR INCAPACITY, TAKE THE PLACE OF THE SINGLE STOCKHOLDER AS 
DIRECTOR AND SHALL MANAGE THE CORPORATION’S AFFAIRS.
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THE ARTICLES OF INCORPORATION SHALL STATE THE NAMES, 
RESIDENCES AND CONTACT DETAILS OF THE NOMINEE AND ALTERNATE 
NOMINEE, AS WELL AS THE EXTENT AND LIMITATIONS OF THEIR 
AUTHORITY 
IN 
MANAGING 
THE 
AFFAIRS 
OF 
THE 
ONE 
PERSON 
CORPORATION.
THE WRITTEN CONSENT OF THE NOMINEE AND ALTERNATE 
NOMINEE 
SHALL 
BE 
ATTACHED 
TO 
THE 
APPLICATION 
FOR 
INCORPORATION. SUCH CONSENT MAY BE WITHDRAWN IN WRITING 
ANYTIME 
BEFORE 
THE 
DEATH 
OR 
INCAPACITY 
OF 
THE 
SINGLE 
STOCKHOLDER.
SEC. 127. TERM OF NOMINEE AND ALTERNATE NOMINEE. - WHEN THE 
INCAPACITY OF THE SINGLE STOCKHOLDER IS TEMPORARY, THE NOMINEE 
SHALL SIT AS DIRECTOR AND MANAGE THE AFFAIRS OF THE ONE PERSON 
CORPORATION 
UNTIL 
THE 
STOCKHOLDER, 
BY HIS 
OR 
HER 
OWN 
DETERMINATION, REGAINS HIS OR HER CAPACITY.
IN CASE OF DEATH OR PERMANENT INCAPACITY OF THE SINGLE 
STOCKHOLDER, THE NOMINEE SHALL SIT AS DIRECTOR AND MANAGE THE 
AFFAIRS OF THE ONE PERSON CORPORATION UNTIL THE LEGAL HEIRS OF 
THE SINGLE STOCKHOLDER HAVE BEEN LAWFULLY DETERMINED, AND 
THEY HAVE DESIGNATED ONE OF THEM OR HAVE AGREED THAT THE 
ESTATE IS TO BE THE SINGLE STOCKHOLDER OF THE ONE PERSON 
CORPORATION
THE ALTERNATE NOMINEE SHALL SIT AS DIRECTOR AND MANAGE 
THE ONE PERSON CORPORATION IN CASE OF THE NOMINEE’S INABILITY, 
INCAPACITY, DEATH, OR REFUSAL TO DISCHARGE HIS OR HER FUNCTIONS,
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AND ONLY FOR THE SAME TERM AND UNDER THE SAME CONDITIONS 
APPLICABLE TO THE NOMINEE.
SEC. 128. 
CHANGE OF NOMINEE OR ALTERNATE NOMINEE. - THE 
SINGLE STOCKHOLDER MAY, AT ANY TIME. CHANGE ITS NOMINEE AND 
ALTERNATE NOMINEE BY SUBMITTING TO THE COMMISSION THE NAMES OF 
THE NEW NOMINEES AND THEIR CORRESPONDING WRITTEN CONSENTS. 
FOR THIS PURPOSE, THE ARTICLES OF INCORPORATION NEED NOT BE 
AMENDED.
SEC. 129. RECORDS IN LIEU OF MEETINGS. - WHEN ACTION IS NEEDED 
ON ANY MATTER. IT SHALL BE SUFFICIENT TO PREPARE A WRITTEN 
RESOLUTION. SIGNED AND DATED BY THE SINGLE STOCKHOLDER, AND 
RECORDED IN THE MINUTES-BOOK OF THE ONE PERSON CORPORATION. 
THE DATE OF RECORDING IN THE MINUTES-BOOK SHALL BE DEEMED TO BE 
THE DATE OF THE MEETING FOR ALL PURPOSES UNDER THIS CODE.
SEC. 130. MINUTES-BOOK. - A ONE PERSON CORPORATION SHALL 
MAINTAIN A MINUTES-BOOK WHICH SHALL CONTAIN ALL ACTIONS, 
DECISIONS, AND RESOLUTIONS TAKEN BY THE ONE PERSON CORPORATION.
SEC. 131. 
REPORTORIAL REQUIREMENTS. - THE ONE PERSON 
CORPORATION SHALL SUBMIT THE FOLLOWING WITHIN SUCH PERIOD AS 
THE COMMISSION MAY PRESCRIBE:
1. FINANCIAL STATEMENTS CERTIFIED BY THE PRESIDENT AND 
CORPORATE SECRETARY OR DULY AUDITED BY AN INDEPENDENT 
CERTIFIED PUBLIC ACCOUNTANT ACCREDITED PURSUANT TO 
REPUBLIC ACT NO. 9298, "THE PHILIPPINE ACCOUNTANCY ACT", 
AS APPLICABLE;
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2. A REPORT CONTAINING EXPLANATIONS OR COMMENTS BY THE 
PRESIDENT 
ON 
EVERY 
QUALIFICATION, 
RESERVATION, 
OR 
ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITOR IN HIS 
OR HER REPORT;
3. A DISCLOSURE OF ALL SELF-DEALINGS AND RELATED PARTY 
TRANSACTIONS ENTERED INTO BETWEEN THE ONE PERSON 
CORPORATION AND THE SINGLE STOCKHOLDER; AND
4. OTHER REPORTS AS THE COMMISSION MAY REQUIRE.
FOR PURPOSES OF THIS PROVISION, THE FISCAL YEAR OF A ONE 
PERSON CORPORATION SHALL BE THAT SET FORTH IN ITS ARTICLES OF 
INCORPORATION OR, IN THE ABSENCE THEREOF, THE CALENDAR YEAR.
THE 
COMMISSION 
MAY 
PLACE 
THE 
CORPORATION 
UNDER 
DELINQUENT STATUS SHOULD THE CORPORATION FAIL TO SUBMIT THE 
REPORTORIAL REQUIREMENTS THREE (3) TIMES, CONSECUTIVELY OR 
INTERMITTENTLY, WITHIN A PERIOD OF FIVE (5) YEARS.
SEC. 132. CONVERSION FROM AN ORDINARY CORPORATION TO A ONE 
PERSON CORPORATION. - WHEN A SINGLE STOCKHOLDER ACQUIRES ALL 
THE STOCKS OF AN ORDINARY STOCK CORPORATION, THE LATTER MAY 
APPLY FOR CONVERSION INTO A ONE PERSON CORPORATION, SUBJECT TO 
THE SUBMISSION OF SUCH DOCUMENTS AS THE COMMISSION MAY REQUIRE. 
IF THE APPLICATION FOR CONVERSION IS APPROVED, THE COMMISSION 
SHALL ISSUE AN AMENDED CERTIFICATE OF INCORPORATION REFLECTING 
THE CONVERSION. THE ONE PERSON CORPORATION CONVERTED FROM AN 
ORDINARY STOCK CORPORATION SHALL SUCCEED THE LATTER AND BE 
LEGALLY RESPONSIBLE FOR ALL THE LATTER’S OUTSTANDING LIABILITIES 
AS OF THE DATE OF CONVERSION.
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SEC. 133. CONVERSION FROM A ONE PERSON CORPORATION TO AN 
ORDINARY STOCK CORPORATION. - A ONE PERSON CORPORATION MAY BE 
CONVERTED INTO AN ORDINARY STOCK CORPORATION AFTER DUE NOTICE 
TO THE COMMISSION OF SUCH FACT AND OF THE CIRCUMSTANCES LEADING 
TO THE CONVERSION, AND AFTER COMPLIANCE WITH ALL OTHER 
REQUIREMENTS FOR STOCK CORPORATIONS UNDER THIS CODE AND 
APPLICABLE RULES. SUCH NOTICE SHALL BE FILED WITH THE COMMISSION 
WITHIN SIXTY (60) DAYS FROM THE OCCURRENCE OF THE CIRCUMSTANCES 
LEADING TO THE CONVERSION INTO AN ORDINARY STOCK CORPORATION. 
IF 
ALL 
REQUIREMENTS 
HAVE 
BEEN 
DULY 
COMPLIED 
WITH, 
THE 
COMMISSION SHALL ISSUE AN AMENDED CERTIFICATE OF INCORPORATION 
REFLECTING THE CONVERSION.
IN CASE OF DEATH OF THE SINGLE STOCKHOLDER, THE NOMINEE OR 
ALTERNATE NOMINEE SHALL TRANSFER THE SHARES IN THE NAME OF THE 
DULY DESIGNATED LEGAL HEIR OR ESTATE WITHIN SEVEN (7) DAYS FROM 
RECEIPT OF EITHER AN AFFIDAVIT OF HEIRSHIP OR SELF-ADJUDICATION BY 
A SOLE HEIR, OR ANY OTHER LEGAL DOCUMENT DECLARING THE LEGAL 
HEIRS OF THE SINGLE STOCKHOLDER AND NOTIFY THE COMMISSION OF 
THE TRANSFER. WITHIN SIXTY (60) DAYS FROM THE TRANSFER OF THE 
SHARES, THE LEGAL HEIRS SHALL NOTIFY THE COMMISSION OF THEIR 
DECISION TO EITHER WIND UP AND DISSOLVE THE ONE PERSON 
CORPORATION OR CONVERT IT INTO AN ORDINARY STOCK CORPORATION.
THE ORDINARY STOCK CORPORATION CONVERTED FROM A ONE 
PERSON CORPORATION SHALL SUCCEED THE LATTER AND BE LEGALLY 
RESPONSIBLE FOR ALL THE LATTER’S OUTSTANDING LIABILITIES AS OF 
THE DATE OF CONVERSION.
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SECTION 51. 
Section 118 of the Code is hereby renumbered as Section 135 and
2 
amended to read as follows:
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Sec. [118]135. Voluntary dissolution where no creditors are affected. - If 
dissolution of a corporation does not prejudice the rights of any creditor having a 
claim against it, the dissolution may be effected by majority vote of the board of 
directors or trustees, and by a resolution duly adopted by the affirmative vote of 
the stockholders owning at least two-thirds (2/3) of the outstanding capital stock 
or of at least two-thirds (2/3) of the members of a meeting to be held upon the call 
of the directors or trustees.
AT LEAST TWENTY (20) DAYS PRIOR TO THE MEETING, NOTICE 
SHALL BE GIVEN TO EACH SHAREHOLDER OR MEMBER OF RECORD 
PERSONALLY, BY REGISTERED MAIL, OR BY ANY MEANS AUTHORIZED 
UNDER ITS BY-LAWS WHETHER OR NOT ENTITLED TO VOTE AT THE 
MEETING, IN THE MANNER PROVIDED IN SECTION 50 OF THIS CODE AND 
SHALL STATE THAT THE PURPOSE OF THE MEETING IS TO VOTE ON THE 
DISSOLUTION OF THE CORPORATION, [after publication of the notice] NOTICE 
of THE time, place, and object of the meeting SHALL BE PUBLISHED for three (3) 
consecutive weeks PRIOR TO THE DATE OF THE MEETING in a newspaper 
published in the place where the principal office of said corporation is located,[; 
andjOR if no newspaper is published in such place, [then] in a newspaper of 
general circulation in the Philippines. [, after sending such notice to each 
stockholder or member either by registered mail or by personal delivery at least 
thirty (30) days prior to said meeting.]
A VERIFIED REQUEST FOR DISSOLUTION SHALL BE FILED WITH THE 
COMMISSION STATING: A) THE REASON FOR THE DISSOLUTION; B) THE 
FORM, MANNER, AND TIME WHEN THE NOTICES WERE GIVEN; C) NAMES OF
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THE STOCKHOLDERS AND DIRECTORS OR TRUSTEES, WHO APPROVED THE 
DISSOLUTION; D) THE DATE, PLACE, AND TIME OF THE MEETING IN WHICH 
THE VOTE WAS MADE; AND E) DETAILS OF PUBLICATION.
THE CORPORATION SHALL SUBMIT THE FOLLOWING TO THE 
COMMISSION: 
(a) 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; AND (b) PROOF OF PUBLICATION.
[A copy of the resolution authorizing the dissolution shall be certified by a 
majority of the board of directors or trustees and countersigned by the secretary 
of the corporation.]
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.
THE DISSOLUTION SHALL TAKE EFFECT ONLY UPON THE ISSUANCE BY THE 
COMMISSION OF A CERTIFICATE OF DISSOLUTION.
SECTION 52. 
Section 119 of the Code is hereby renumbered as Section 136 and
19 
amended to read as follows:
Sec. [119]136. [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
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directors or trustees, and shall set forth all claims and demands against it, and that
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its dissolution was resolved upon by the affirmative vote of the stockholders
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representing at least two-thirds (2/3) of the outstanding capital stock or [by] at
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least two-thirds (2/3) of the members at a meeting of its stockholders or members
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called for that purpose. 
THE PETITION SHALL LIKEWISE STATE: (a) THE
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REASON FOR THE DISSOLUTION; (b) THE FORM, MANNER, AND TIME WHEN
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THE NOTICES WERE GIVEN; AND (c) THE DATE, PLACE, AND TIME OF THE
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MEETING IN WHICH THE VOTE WAS MADE. 
THE CORPORATION SHALL
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SUBMIT TO THE COMMISSION THE FOLLOWING: 
(a) A COPY OF THE
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RESOLUTION AUTHORIZING THE DISSOLUTION, CERTIFIED BY A MAJORITY OF
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THE BOARD OF DIRECTORS OR TRUSTEES AND COUNTERSIGNED BY THE
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SECRETARY OF THE CORPORATION; AND (b) A LIST OF ALL ITS CREDITORS.
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THE DISSOLUTION SHALL TAKE EFFECT ONLY UPON THE ISSUANCE BY
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THE COMMISSION OF A CERTIFICATE OF DISSOLUTION.
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SECTION 53. 
Section 120 of the Code is hereby renumbered as Section 137 and
16 
amended to read as follows:
17 
Section [120] 137. Dissolution by shortening corporate term. - A voluntary
18 
dissolution may be effected by amending the articles of incorporation to shorten
19 
the corporate term pursuant to the provisions of this Code. A copy of the amended
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articles of incorporation shall be submitted to the [Securities and Exchange]
21 
Commission in accordance with this Code. Upon the expiration of the shortened
22 
term, AS STATED IN THE [approval of the] APPROVED amended articles of
23 
incorporation [of, as the case may be], the corporation shall be deemed dissolved
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without any further proceedings, subject to the provisions of this Code on
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liquidation.
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IN THE CASE OF EXPIRATION OF CORPORATE TERM, DISSOLUTION 
SHALL AUTOMATICALLY TAKE EFFECT ON THE DAY FOLLOWING THE LAST 
DAY 
OF 
THE 
CORPORATE 
TERM 
STATED 
IN 
THE 
ARTICLES 
OF 
INCORPORATION, WITHOUT THE NEED FOR THE ISSUANCE BY THE 
COMMISSION OF A CERTIFICATE OF DISSOLUTION.
SECTION 54. 
A new Section 138 is hereby inserted to read as follows:
SECTION 138. WITHDRAWAL OF REQUEST AND PETITION FOR DISSOLUTION.
- A WITHDRAWAL OF THE REQUEST FOR DISSOLUTION SHALL BE MADE IN 
WRITING, DULY VERIFIED BY ANY INCORPORATOR, DIRECTOR, SHAREHOLDER, 
OR MEMBER AND SIGNED BY THE SAME NUMBER OF INCORPORATORS, 
DIRECTORS, SHAREHOLDERS, OR MEMBERS NECESSARY TO REQUEST FOR A 
DISSOLUTION AS SET FORTH IN THE FOREGOING SECTIONS. THE WITHDRAWAL 
SHALL BE SUBMITTED NO LATER THAN FIFTEEN (15) DAYS FROM THE RECEIPT ' 
BY THE COMMISSION OF THE REQUEST FOR DISSOLUTION. UPON RECEIPT OF A 
WITHDRAWAL OF REQUEST FOR DISSOLUTION, THE COMMISSION SHALL 
WITHHOLD ACTION ON THE REQUEST FOR DISSOLUTION AND SHALL, AFTER 
INVESTIGATION: (A) MAKE A PRONOUNCEMENT THAT THE REQUEST FOR 
DISSOLUTION IS DEEMED WITHDRAWN; (B) DIRECT A JOINT MEETING OF THE 
BOARD OF DIRECTORS OR TRUSTEES AND THE STOCKHOLDERS OR MEMBERS 
FOR 
THE 
PURPOSE 
OF ASCERTAINING 
WHETHER TO 
PROCEED WITH 
DISSOLUTION; OR ISSUE SUCH OTHER ORDERS AS IT MAY DEEM APPROPRIATE.
A WITHDRAWAL OF THE PETITION FOR DISSOLUTION SHALL BE IN A 
FORM OF A MOTION AND SIMILAR IN SUBSTANCE TO A WITHDRAWAL OF 
REQUEST FOR DISSOLUTION BUT SHALL BE VERIFIED AND FILED PRIOR TO 
PUBLICATION OF THE ORDER SETTING THE DATE FOR OBJECTIONS TO THE 
PETITION.
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SECTION 55. 
Section 121 of the Code is hereby renumbered as Section 139 and
2 
amended to read as follows:
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Section [121] 139. Involuntary dissolution. - A corporation may be 
dissolved by the [Securities and Exchange] Commission MOTU PROPRIO OR 
upon filing of a verified complaint BY ANY INTERESTED PARTY, 
[and after 
proper notice and hearing on the grounds provided by existing laws, rules and 
regulations. ]
THE FOLLOWING MAY BE GROUNDS FOR DISSOLUTION OF THE 
CORPORATION:
1. NON-USE OF CORPORATE CHARTER AS PROVIDED UNDER 
SECTION 22 OF THIS CODE;
2. CONTINUOUS INOPERATION OF A CORPORATION AS PROVIDED 
UNDER SECTION 22 OF THIS CODE;
3. UPON RECEIPT OF A LAWFUL COURT ORDER DISSOLVING THE 
CORPORATION;
4. UPON FINDING BY FINAL JUDGMENT THAT THE CORPORATION:
i. PROCURED 
ITS 
INCORPORATION 
THROUGH 
FRAUD;
ii. WAS 
CREATED 
FOR 
THE 
PURPOSE 
OF 
COMMITTING, 
CONCEALING, 
OR AIDING 
THE 
COMMISSION 
OF 
SECURITIES 
VIOLATIONS, 
SMUGGLING, TAX EVASION, MONEY LAUNDERING, 
OR GRAFT AND CORRUPT PRACTICES;
iii. COMMITTED OR AIDED IN THE COMMISSION OF 
SECURITIES 
VIOLATIONS, 
SMUGGLING, 
TAX 
EVASION, MONEY LAUNDERING, OR GRAFT AND
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CORRUPT PRACTICES, AND ITS STOCKHOLDERS 
KNEW;
iv. 
REPEATEDLY AND KNOWINGLY TOLERATED THE 
COMMISSION 
OF 
GRAFT 
AND 
CORRUPT 
PRACTICES OR OTHER FRAUDULENT OR ILLEGAL 
ACTS BY ITS DIRECTORS, TRUSTEES, OFFICERS, OR 
EMPLOYEES;
V. REPEATEDLY AND WILLFULLY EXCEEDED THE 
AUTHORITY CONFERRED UPON IT BY LAW;
Vi. REPEATEDLY 
AND 
WILLFULLY 
FALSIFIED, 
MISSTATED, OR OTHERWISE MISREPRESENTED 
INFORMATION CONTAINED IN ITS REPORTORIAL 
REQUIREMENTS;
vii. REPEATEDLY AND WILLFULLY CONDUCTED ITS 
BUSINESS IN A FRAUDULENT OR OTHERWISE 
UNLAWFUL MANNER; OR
viii. VIOLATED THE PROVISIONS OF THIS CODE, 
PERTINENT LAWS, RULES AND REGULATIONS.
IF THE CORPORATION IS DISSOLVED BY FINAL JUDGMENT PURSUANT 
TO ANY OF THE GROUNDS SET FORTH ABOVE, ITS ASSETS, AFTER PAYMENT 
OF 
ITS 
LIABILITIES, 
INCLUDING 
CLAIMS 
THAT 
ARISE 
FROM 
THE 
DISSOLUTION OF THE CORPORATION DUE TO GRAFT AND CORRUPT 
PRACTICES, 
SHALL 
BE 
FORFEITED 
IN 
FAVOR 
OF 
THE 
NATIONAL 
GOVERNMENT 
UPON 
PETITION 
OF 
THE 
COMMISSION 
WITH 
THE 
APPROPRIATE COURT. SUCH FORFEITURE SHALL BE WITHOUT PREJUDICE 
TO ANY OTHER PENALTY OR SANCTION UNDER THIS CODE OR OTHER LAWS.
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SECTION 56. 
Section 122 of the Code is hereby renumbered as Section 140 and
2 
amended to read as follows:
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Sec. [122J140. Corporate liquidation. - Every corporation whose charter 
expires 
[by 
its 
own 
limitation] 
PURSUANT 
TO 
ITS 
ARTICLES 
OF 
INCORPORATION or is annulled by forfeiture [or otherwise], or whose corporate 
existence [for other purposes] is terminated in any other manner, shall 
nevertheless [be continued] REMAIN as a body corporate for three [3) years after 
the [time when it would have been so dissolved] EFFECTIVE DATE OF 
DISSOLUTION, for the purpose of prosecuting and defending suits by or against it 
and enabling it to settle and close its affairs, [to] dispose of and convey its 
property, and [to] distribute its assets, but not for the purpose of continuing the 
business for which it was established.
XXX 
XXX 
XXX
EXCEPT AS OTHERWISE PROVIDED FOR IN SECTIONS 93 AND 94 OF 
THIS CODE, upon the winding up of corporate affairs, any asset distributable to 
any creditor or stockholder or member who is unknown or cannot be found shall 
be escheated [to the city or municipality where such assets are located] IN FAVOR 
OF THE NATIONAL GOVERNMENT.
XXX 
XXX
XXX
SECTION 57. 
Sections 123, 124, and 125 of the Code are hereby renumbered as 
Sections 140,141, and 142, respectively.
SECTION 58. 
Section 126 of the Code is hereby renumbered as Section 143 and 
amended to read as follows:
Sec. [126] 143. Issuance of a license. - If the [Securities and Exchange] 
Commission is satisfied that the applicant has complied with all the requirements
»
of this Code and other special laws, rules and regulations, the Commission shall
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issue a license [to the applicant] to transact business in the Philippines TO THE 
APPLICANT for the purpose or purposes specified in such license. Upon issuance 
of the license, such foreign corporation may commence to transact business in the 
Philippines and continue to do so for as long as it retains its authority to act as a 
corporation under the laws of the country or state of its incorporation, unless such 
license is sooner surrendered, revoked, suspended, or annulled in accordance with 
this Code or other special laws.
Within sixty (60) days after the issuance of the license to transact business 
in the Philippines, the licensee, except foreign banking or insurance corporations, 
shall deposit with the [Securities and Exchange] Commission for the benefit of 
present and future creditors of the licensee in the Philippines, securities 
satisfactory to the [Securities and Exchange] Commission, consisting of bonds or 
other evidence of indebtedness of the Government of the Philippines, its political 
subdivisions and instrumentalities, or of government-owned or controlled 
corporations and entities, shares of stock OR DEBT SECURITIES THAT ARE 
REGISTERED UNDER THE SECURITIES REGULATION CODE [in "registered 
enterprises" as this term is defined in Republic Act No. 5186], shares of stock in 
domestic corporations [registered] LISTED in the stock exchange, [or] shares of 
stock in domestic insurance companies and banks, OR ANY FINANCIAL 
INSTRUMENT DETERMINED SUITABLE 
BY THE COMMISSION, or any 
combination THEREOF [of these kinds of securities,] in the actual market value of 
at least [one] FIVE hundred thousand [(P100,000.)] (P500, 000.00) pesos OR 
SUCH OTHER AMOUNT THAT MAY BE SET BY THE COMMISSION; Provided, 
however. That within six (6) months after each fiscal year of the licensee, the 
[Securities and Exchange] Commission shall require the licensee to deposit 
additional securities OR FINANCIAL INSTRUMENTS equivalent in actual market
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value to two {2%) percent of the amount by which the licensee's gross income for 
that fiscal year exceeds [five] TEN million [(P5,000,000.00)] (PIO,000,000.00) 
pesos. The [Securities and Exchange] Commission shall also require THE deposit of 
additional securities OR FINANCIAL INSTRUMENTS if the actual market value of 
the securities OR FINANCIAL INSTRUMENTS on deposit has decreased by at least 
ten (10%) percent of their actual market value at the time they were deposited. 
The [Securities and Exchange] Commission may at its discretion release part of the 
additional [securities] deposit[ed with it] if the gross income of the licensee has 
decreased, or if the actual market value of the total [securities on] deposit has 
increased, by more than ten (10%) percent of theIR actual market value [of the 
securities] at the time they were deposited. The [Securities and Exchange] 
Commission may, from time to time, allow the licensee to MAKE substitute 
DEPOSITS [other securities] for those already on deposit as long as the licensee is 
solvent. Such licensee shall be entitled to collect the interest or dividends on [the] 
SUCH [securities] depositS[ed]. In the event the licensee ceases to do business in 
the Philippines, ITS [the securities] depositS[ed as aforesaid] shall be returned, 
upon the licensee's application therefor and upon proof to the satisfaction of the 
[Securities and Exchange] Commission that the licensee has no liability to 
Philippine residents, including the Government of the Republic of the Philippines. 
FOR 
PURPOSES 
OF 
COMPUTING 
THE 
SECURITIES 
DEPOSIT, 
THE 
COMPOSITION 
OF 
GROSS 
INCOME 
AND 
ALLOWABLE 
DEDUCTIONS 
THEREFROM SHALL BE IN ACCORDANCE WITH THE RULES OF THE 
COMMISSION.
24 
SECTION 59. 
Further, Sections 127 to 136 are hereby renumbered as Sections 144 to
25 
153 accordingly.
26 
SECTION 60. 
A new title is inserted in the Code containing Sections 154 to 173, thus:
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TITLE XVI -  INVESTIGATIONS, OFFENSES,
AND PENALTIES
Sec. 154. INVESTIGATION AND PROSECUTION OF OFFENSES. - THE 
COMMISSION MAY INVESTIGATE AN ALLEGED MATERIAL VIOLATION OR 
THREATENED VIOLATION OF THIS CODE, ANY RULE, REGULATION, OR 
ORDER OF THE COMMISION.
THE COMMISSION SHALL REFER ALL CRIMINAL COMPLAINTS FOR 
SUCH VIOLATIONS TO THE DEPARTMENT OF JUSTICE FOR PRELIMINARY 
INVESTIGATION AND PROSECUTION BEFORE THE PROPER COURT.
THE COMMISSION MAY PUBLISH ITS FINDINGS, ORDERS, OPINIONS, 
ADVISORIES, OR INFORMATION CONCERNING ANY SUCH VIOLATION, AS MAY 
BE RELEVANT TO THE GENERAL PUBLIC OR TO THE PARTIES CONCERNED, 
SUBJECT TO DATA PRIVACY AND OTHER LAWS.
SEC. 155. ADMINISTRATION OF OATHS, AND SUBPOENA OF WITNESSES 
AND DOCUMENTS. -THE COMMISSION OR ITS DESIGNATED OFFICER MAY 
ADMINISTER OATHS AND AFFIRMATIONS, ISSUE SUBPOENA AND SUBPOENA 
DUCES TECUM, TAKE TESTIMONY IN ANY INQUIRY OR INVESTIGATION, AND 
MAY PERFORM OTHER ACTS NECESSARY TO THE PROCEEDINGS OR TO THE 
INVESTIGATION.
SECTION 156. CEASE AND DESIST ORDERS. - WHENEVER THE 
COMMISSION HAS REASONABLE BASIS TO BELIEVE THAT A PERSON HAS 
VIOLATED, IS ABOUT TO VIOLATE, OR WILL CONTINUE TO VIOLATE THIS 
CODE, ANY RULE, REGULATION, OR ORDER OF THE COMMISSION, IT MAY 
DIRECT 
SUCH 
PERSON 
TO 
DESIST 
FROM 
COMMITTING 
THE 
ACT 
CONSTITUTING THE VIOLATION.
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THE COMMISSION MAY ISSUE A CEASE AND DESIST ORDER EX PARTE. 
TO ENJOIN AN ACT OR PRACTICE WHICH IS FRAUDULENT OR CAN BE 
REASONABLY 
EXPECTED 
TO 
CAUSE 
SIGNIFICANT, 
IMMINENT, 
AND 
IRREPARABLE DANGER OR INJURY TO PUBLIC SAFETY OR WELFARE. THE EX 
PARTE ORDER SHALL BE VALID FOR A MAXIMUM PERIOD OF TWENTY (20) 
DAYS, WITHOUT PREJUDICE TO THE ORDER BEING MADE PERMANENT 
AFTER DUE NOTICE AND HEARING.
THEREAFTER, THE COMMISSION MAY PROCEED ADMINISTRATIVELY 
AGAINST SUCH PERSON IN ACCORDANCE WITH SECTION 158, AND/OR 
TRANSMIT EVIDENCE TO THE DEPARTMENT OF JUSTICE FOR PRELIMINARY 
INVESTIGATION OR CRIMINAL PROSECUTION.
SEC. 157. CONTEMPT. - ANY PERSON WHO, WITHOUT JUSTIFIABLE 
CAUSE, FAILS OR REFUSES TO COMPLY WITH ANY LAWFUL ORDER, DECISION, 
OR SUBPOENA ISSUED BY THE COMMISSION SHALL, AFTER DUE NOTICE AND 
HEARING, BE HELD IN CONTEMPT AND FINED IN SUCH AMOUNT AS THE 
COMMISSION MAY DETERMINE.
WHEN THE REFUSAL AMOUNTS TO CLEAR AND OPEN DEFIANCE OF 
THE COMMISSION'S ORDER, DECISION, OR SUBPOENA, THE COMMISSION 
SHALL IMPOSE APPROPRIATE DAILY FINES UNTIL THE ORDER, DECISION, OR 
SUBPOENA IS COMPLIED WITH.
SEC. 158. 
ADMINISTRATIVE SANCTIONS. - UPON FINDING THAT A 
VIOLATION HAS BEEN COMMITTED, AND AFTER DUE NOTICE AND HEARING, 
TAKING INTO CONSIDERATION THE PARTICIPATION, NATURE, EFFECTS, 
FREQUENCY AND SERIOUSNESS OF THE VIOLATION, THE COMMISSION MAY:
IMPOSE 
A 
FINE 
RANGING 
FROM 
FIVE 
THOUSAND 
PESOS 
(PHP5,000.00) TO TWO MILLION PESOS (PHP2,000,000.00) AND NOT MORE
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THAN ONE THOUSAND PESOS (P H P l,000.00) FOR EACH DAY OF CONTINUING 
VIOLATION. IN NO CASE TO EXCEED TWO MILLION PESOS (PHP2,000,000.00);
1. 
ISSUE A PERMANENT CEASE AND DESIST ORDER;
2. 
ORDER THE SUSPENSION OR REVOCATION OF THE 
CERTIFICATE OF INCORPORATION; AND
3. 
ORDER THE DISSOLUTION OF THE CORPORATION AND 
FORFEITURE OF ITS ASSETS UNDER THE CONDITIONS IN TITLE XV OF 
THIS CODE.
SEC. 159. 
UNAUTHORIZED USE OF CORPORATE NAME; PENALTIES. - 
THE UNAUTHORIZED USE OF A CORPORATE NAME SHALL BE PUNISHED 
WITH A FINE RANGING FROM FIFTY THOUSAND PESOS (P50,000.00) TO TWO 
HUNDRED THOUSAND PESOS (P200,000.00).
Sec. 160. 
CONCEALMENT OF DISQUALIFICATION; PENALTIES. - A 
DIRECTOR OR TRUSTEE WHO WILLFULLY CONCEALS THE EXISTENCE OF A 
GROUND FOR HIS OR HER DISQUALIFICATION UNDER SECTION 28 UPON 
ACCEPTANCE OF, OR WHILE HOLDING THE POST, SHALL, AT THE 
DISCRETION OF THE COURT, BE PUNISHED BY A FINE RANGING FROM TEN 
THOUSAND PESOS (PIO.OOO.OO) TO TWO HUNDRED THOUSAND PESOS 
(P200.000.00) AT THE DISCRETION OF THE COURT. AND SHALL BE 
PERMANENTLY DISQUALIFIED FROM FURTHER ACTING AS DIRECTOR OF 
ANY CORPORATION. CONCEALMENT SHALL BE WILLFUL WHEN THE 
DIRECTOR OR TRUSTEE ACCEPTS OR RETAINS THE POST DESPITE 
KNOWLEDGE OF THE EXISTENCE OF THE DISQUALIFICATION.
Sec. 161. 
VIOLATION OF DUTY TO MAINTAIN RECORDS, TO ALLOW 
THEIR INSPECTION OR REPRODUCTION; PENALTIES. - THE UNJUSTIFIED 
FAILURE OR REFUSAL BY THE CORPORATION OR BY THOSE RESPONSIBLE
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FOR KEEPING AND MAINTAINING CORPORATE RECORDS, TO COMPLY WITH 
SECTIONS 46, 74, 93, 178 AND OTHER PROVISIONS OF THIS CODE AND THE 
RULES WITH RESPECT TO RETENTION, INSPECTION OR REPRODUCTION OF 
RECORDS SHALL BE PUNISHED WITH A FINE RANGING FROM TEN THOUSAND 
PESOS 
(PHP10,000.00) 
TO 
ONE 
HUNDRED 
THOUSAND 
PESOS 
(PHP100,000.00), AT THE DISCRETION OF THE COURT, TAKING INTO 
CONSIDERATION 
THE 
SERIOUSNESS 
OF 
THE 
VIOLATION 
AND 
ITS 
IMPLICATIONS.
THE PENALTIES IMPOSED UNDER THIS SECTION SHALL BE WITHOUT 
PREJUDICE TO THE COMMISSION’S EXERCISE OF ITS CONTEMPT POWERS 
UNDER SECTION 157 HEREOF.
SEC. 162. WILLFUL CERTIFICATION OF INCOMPLETE, INACCURATE, 
FALSE, OR MISLEADING STATEMENTS OR REPORTS; PENALTIES. - ANY PERSON 
WHO WILLFULLY CERTIFIES A REPORT OR MATTER REQUIRED UNDER THIS 
CODE KNOWING THAT THE SAME CONTAINS INCOMPLETE, INACCURATE, 
FALSE, 
OR MISLEADING 
INFORMATION 
OR STATEMENTS 
SHALL 
BE 
PUNISHED WITH A FINE OF NOT MORE THAN FIVE HUNDRED THOUSAND 
PESOS (P500,000.00). WHEN THE WRONGFUL CERTIFICATION IS INJURIOUS 
OR DETRIMENTAL TO THE PUBLIC, THE AUDITOR MAY ALSO BE FINED OF 
NOT MORE THAN ONE MILLION PESOS (P I,000,000.00).
SEC. 163. 
INDEPENDENT AUDITOR COLLUSION; PENALTIES. - 
AN 
INDEPENDENT AUDITOR WHO, IN COLLUSION WITH THE CORPORATION’S 
DIRECTORS 
OR 
REPRESENTATIVES, 
CERTIFIES 
THE 
CORPORATION’S 
FINANCIAL STATEMENTS DESPITE ITS INCOMPLETENESS OR INACCURACY, 
FAILURE TO GIVE A FAIR AND ACCURATE PRESENTATION OF THE 
CORPORATION’S 
CONDITION, 
OR 
[DESPITE 
CONTAINING) 
FALSE 
OR
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MISLEADING STATEMENTS, SHALL BE PUNISHED WITH A FINE OF NOT MORE 
THAN ONE MILLION PESOS (P l.000,000.00). WHEN THE STATEMENT OR 
REPORT CERTIFIED IS FRAUDULENT, OR HAS THE EFFECT OF CAUSING 
INJURY TO THE GENERAL PUBLIC, THE AUDITOR MAY BE PUNISHED WITH A 
FINE OF NOT MORE THAN TWO MILLION PESOS (P2,000,000.00).
SEC. 164. OBTAINING CORPORATE REGISTRATION THROUGH FRAUD; 
PENALTIES. 
- 
THOSE 
RESPONSIBLE 
FOR 
THE 
FORMATION 
OF A 
CORPORATION THROUGH FRAUD, OR WHO ASSISTED 
DIRECTLY OR 
INDIRECTLY THEREIN, SHALL BE PUNISHED WITH A FINE RANGING FROM 
FIVE HUNDRED THOUSAND PESOS (P500,000.00) TO TWO MILLION PESOS 
(P2,000,000.00).
Sec. 165. 
FRAUDULENT CONDUCT OF BUSINESS; PENALTIES. - A 
CORPORATION THAT CONDUCTS BUSINESS ITS THROUGH FRAUD SHALL BE 
PUNISHED WITH A FINE RANGING FROM FIVE HUNDRED THOUSAND PESOS 
(P500,000.00) TO TWO MILLION PESOS (P2,000,000.00).
Sec. 166. 
THEFT OF IDENTITY; PENALTIES. - A CORPORATION, 
NATURAL PERSON, OR GROUP OF PERSONS, WHO OBTAINS AND WILLFULLY 
USES THE IDENTIFYING INFORMATION OF A NATURAL OR JURIDICAL 
PERSON WITHOUT THE LATTER’S CONSENT. FOR ANY UNLAWFUL OR 
FRAUDULENT PURPOSE DESIGNED TO (A) SECURE AN UNFAIR GAIN; OR (B) 
CAUSE ANOTHER PERSON TO SUFFER A LOSS, SHALL BE PUNISHED WITH A 
FINE RANGING FROM FIVE HUNDRED THOUSAND PESOS (P500,000.00) TO 
TWO MILLION PESOS (P2,000,000.00).
Sec. 167. 
ACTING AS INTERMEDIARIES FOR GRAFT AND CORRUPT 
PRACTICES; PENALTIES. 
- 
A 
CORPORATION 
USED 
FOR 
FRAUD 
OR 
COMMISSION OR CONCEALMENT OF GRAFT AND CORRUPT PRACTICES SHALL
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BE LIABLE FOR A FINE RANGING FROM ONE MILLION (P1J0001000.00) TO 
FIVE MILLION (P5,000,000.00) PESOS.
THE CORPORATION’S FAILURE TO INSTALL: A) SAFEGUARDS FOR THE 
TRANSPARENT AND LAWFUL DELIVERY OF SERVICES, AND B) POLICIES, 
CODE OF ETHICS, AND PROCEDURES AGAINST GRAFT AND CORRUPTION, 
WHEN COUPLED WITH A FINDING THAT ANY OF ITS DIRECTORS, OFFICER, 
EMPLOYEES, AGENTS, OR REPRESENTATIVES ENGAGED IN GRAFT AND 
CORRUPT PRACTICES, SHALL BE PRIMA FACIE EVIDENCE OF CORPORATE 
LIABILITY UNDER THIS SECTION.
Sec. 168. 
ENGAGING INTERMEDIARIES FOR GRAFT AND CORRUPT 
PRACTICES; 
PENALTIES. 
- 
A 
CORPORATION 
THAT 
APPOINTS 
AN 
INTERMEDIARY WHO ENGAGES IN GRAFT AND CORRUPT PRACTICES FOR 
THE CORPORATION’S BENEFIT OR INTEREST, SHALL BE FINED IN THE 
AMOUNT OF ONE MILLION PESOS (P1,000,000.00).
Sec. 169. TOLERATING GRAFT AND CORRUPT PRACTICES; PENALTIES. - 
A DIRECTOR, TRUSTEE, OR OFFICER WHO KNOWINGLY FAILS TO SANCTION, 
REPORT OR FILE THE APPROPRIATE ACTION WITH PROPER AGENCIES. 
ALLOWS OR TOLERATES THE GRAFT AND CORRUPT PRACTICES OR 
FRAUDULENT 
ACTS 
COMMITTED 
BY A 
CORPORATION’S 
DIRECTORS, 
TRUSTEES, OFFICERS, OR EMPLOYEES, SHALL BE FINED IN THE AMOUNT OF 
ONE MILLION PESOS (P1,000,000.00).
SEC. 
170. 
RETALIATION 
AGAINST 
WHISTLEBLOWERS. 
- 
A 
WHISTLEBLOWER REFERS TO ANY PERSON WHO PROVIDES TRUTHFUL 
INFORMATION RELATING TO THE COMMISSION OR POSSIBLE COMMISSION 
OF ANY OFFENSE OR VIOLATION UNDER THIS CODE. ANY PERSON WHO, 
KNOWINGLY 
AND 
WITH 
INTENT 
TO 
RETALIATE, 
COMMITS 
ACTS
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DETRIMENTAL TO A WHISTLEBLOWER SUCH AS INTERFERING WITH THE 
LAWFUL EMPLOYMENT OR LIVELIHOOD OF THE WHISTLEBLOWER, SHALL, 
AT THE DISCRETION OF THE COURT, BE PUNISHED WITH A FINE RANGING 
FROM FIVE HUNDRED THOUSAND PESOS (P500,000.00) TO ONE MILLION 
PESOS (P1,000,000.00) AND/OR IMPRISONMENT OF FIVE (5) TO TEN (10) 
YEARS.
SEC. [144] 171. OTHER VIOLATIONS OF THE CODE; SEPARATE LIABILITY. - 
Violations of any of the other provisions of this code or its amendments not 
otherwise specifically penalized herein shall be punished by a fine of not less than 
[one] TEN Thousand [PI,000.00] pesos (P10,000.00) but not more than ONE 
MILLION 
[ten thousand (pl0,000.00)] Pesos (P1,000,000.00) AND/OR by 
imprisonment [FOR] OF not less than thirty (30) days but not more than five (5) 
years, or both, [in] AT the discretion of the court. If the violation is committed by a 
corporation, the same may, after notice and hearing, be dissolved in appropriate 
proceedings before the [Securities and Exchange] Commission: Provided, [t]That 
such dissolution shall not preclude the institution of appropriate action against the 
director, trustee, or officer of the corporation responsible for said violation: 
[p]Provided, further, [t]That nothing in this section shall be construed to repeal the 
other causes for dissolution of a corporation provided in this [c]Code.
LIABILITY FOR ANY OF THE FOREGOING OFFENSES SHALL BE 
SEPARATE FROM ANY OTHER ADMINISTRATIVE, CIVIL, OR CRIMINAL 
LIABILITY UNDER THIS CODE AND OTHER LAWS.
SEC. 172. LIABILITY OF DIRECTORS, TRUSTEES, OFFICERS, OR OTHER 
EMPLOYEES. - IF THE OFFENDER IS A CORPORATION, THE PENALTY MAY, AT 
THE DISCRETION OF THE COURT, BE IMPOSED UPON SUCH CORPORATION 
AND/OR UPON ITS DIRECTORS, TRUSTEES, STOCKHOLDERS, MEMBERS,
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OFFICERS, 
OR 
EMPLOYEES 
RESPONSIBLE 
FOR 
THE 
VIOLATION 
OR
2 
INDISPENSABLE TO ITS COMMISSION.
3 
SEC. 173. 
LIABILITY OF AIDERS AND ABETTORS AND OTHER
4 
SECONDARY LIABILITY. - ANYONE WHO SHALL AID, ABET, COUNSEL,
5 
COMMAND, INDUCE, OR PROCURE ANY VIOLATION OF THIS CODE, OR ANY
6 
RULE, REGULATION OR ORDER OF THE COMMISSION SHALL BE PUNISHED
7 
WITH A FINE NOT EXCEEDING THAT IMPOSED ON THE PRINCIPAL
8 
OFFENDERS, AT THE DISCRETION OF THE COURT, AFTER TAKING INTO
9 
ACCOUNT THEIR PARTICIPATION IN THE OFFENSE. WHEN THE OFFENSE IS
10 
OF SUCH NATURE AND EXTENT AS TO AFFECT OR ENDANGER PUBLIC
11 
INTEREST OR NATIONAL ECONOMY, THE AIDER OR ABETTOR MAY SUFFER
12 
THE PENALTY OF IMPRISONMENT.
13 
SECTION 61. 
Title XVI on Miscellaneous Provisions is hereby renumbered as Title
14 
XVII.
15 
SECTION 62. 
Sections 137 and 138 of the Code are renumbered as Sections 174 and
16 
175, respectively.
17 
SECTION 63. 
Section 139 of the Code is hereby renumbered as Section 176 and
18 
amended to read as follows:
19 
SECTION 64.
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"Sec. [139] 176. COLLECTION AND USE OF REGISTRATION, Incorporation and 
other fees. - [The Securities and Exchange Commission is hereby authorized to collect and 
receive fees as authorized by law or by rules and regulations promulgated by thie 
Commission.] FOR A MORE EFFECTIVE IMPLEMENTATION OF THIS CODE, THE 
COMMISSION IS HEREBY AUTHORIZED TO COLLECT, RETAIN, AND USE FEES, FINES, 
AND OTHER CHARGES PURSUANT TO THIS CODE AND ITS RULES AND 
REGULATIONS. THE AMOUNT COLLECTED SHALL BE DEPOSITED AND MAINTAINED
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IN A SEPARATE ACCOUNT WHICH SHALL FORM A FUND FOR ITS MODERNIZATION
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AND TO AUGMENT ITS OPERATIONAL EXPENSES SUCH AS, BUT NOT LIMITED TO, 
CAPITAL OUTLAY, INCREASE IN COMPENSATION AND BENEFITS CONSISTENT WITH 
R.A. NO. 6758 OTHERWISE KNOWN AS "THE SALARY STANDARDIZATION LAW”, AS 
AMENDED, REASONABLE EMPLOYEE ALLOWANCE, EMPLOYEE HEALTH CARE 
SERVICES AND OTHER INSURANCE, EMPLOYEE CAREER ADVANCEMENT AND 
PROFESSIONALIZATION, 
LEGAL 
ASSISTANCE, 
SEMINARS 
AND 
OTHER 
PROFESSIONAL FEES.
SECTION 65. 
Section 140 of the Code is hereby renumbered as Section 177 and 
amended to read as follows:
Sec. [140J177. NATIONALITY AND Stock ow nership in [certain] 
corporations. - THE COMMISSION SHALL DETERMINE THE NATIONALITY OF 
A CORPORATION BASED ON THE OUTSTANDING CAPITAL STOCK ENTITLED 
TO VOTE, IN ACCORDANCE WITH THE CONSTITUTION, JURISPRUDENCE, AND 
APPLICABLE LAWS.
[Pursuant to the duties specified by Article XIV of the Constitution, the]
THE National Economic and Development Authority shall, from time to time,
UPON 
THE 
RECOMMENDATION 
OF 
THE 
COMMISSION 
OR 
OTHER 
APPROPRIATE GOVERNMENT AGENCIES, make a determination ON [of] 
whether the corporate vehicle has been used by any corporation, [or by] business, 
or industry to frustrate the provisions [thereof] OF THIS CODE or [of] applicable 
laws, and shall submit to the [Batasang Pambansa] CONGRESS, whenever deemed 
necessary, a report of its findings, including recommendations for their 
prevention or correction.
THE CONGRESS may [be] set maximum limits [by the Batasang Pambansa] for 
stock[holdings] ownership of individuals or groups of individuals related to each
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Other by consanguinity, affinity, or by close business interests, in corporations 
declared [by it] to be vested with [a] public interest pursuant to the provisions of 
this section, or whenever [it is] necessary to [achieve national objectives,] prevent 
ANTI COMPETITIVE PRACTICES AS PROVIDED IN REPUBLIC ACT NO. 10667,
"THE PHILIPPINE COMPETITION ACT", or to implement national economic 
policies designed to promote [the] general welfare and [foster] economic 
development, AS declared in laws, rules, and regulations.
The National Economic and Development Authority shall consider the type and 
nature of the industry, [the] size of the enterprise, [the] economies of scale, [the] 
geographic location, [the] extent of Filipino ownership, [the] labor intensity of the 
activity, [the] export potential, as well as other factors which are germane to the 
realization and promotion of business and industry, in recommending to the 
[Batasang Pambansa] CONGRESS which corporations, businesses, or industries 
[to] WILL be declared vested with][5ublic interest and in formulating proposals for 
limitations on stock ownership,.
SECTION 66. 
Section 141 of the Code is hereby renumbered as Section 178 and
17 
amended to read as follows:
Sec. [141]178 . [Annual report] REPORTORIAL REQUIREMENTS of 
corporations. - EXCEPT AS OTHERWISE PROVIDED IN THIS CODE OR IN THE 
RULES ISSUED BY THE COMMISSION, every corporation, domestic or foreign, 
[lawfully] doing business in the Philippines shall submit to the [Securities and 
Exchange] Commission:
[an annual report of its operations, together with a financial statem ent of 
its assets and liabilities, certified by any independent certified public accountant 
in appropriate cases, covering the preceding fiscal year and such other 
requirements as the Securities and Exchange Commission may require.]
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1. 
ANNUAL 
FINANCIAL 
STATEMENTS 
AUDITED 
BY 
AN
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INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT, ACCREDITED BY THE 
COMMISSION; PROVIDED, 
THAT IF 
THE TOTAL ASSETS 
OR TOTAL 
LIABILITIES OF THE CORPORATION ARE LESS THAN SIX HUNDRED 
THOUSAND PESOS [P600.000.00] THE FINANCIAL STATEMENTS SHALL BE 
CERTIFIED UNDER OATH BY the CORPORATION’S tre a su re r OR CHIEF 
FINANCIAL OFFICER; AND
2. 
A GENERAL INFORMATION SHEET;
CORPORATIONS VESTED WITH PUBLIC INTEREST MUST ALSO SUBMIT 
THE FOLLOWING:
3. 
A DIRECTOR OR TRUSTEE COMPENSATION REPORT;
4. 
A DIRECTOR OR TRUSTEE APPRAISAL OR PERFORMANCE 
REPORT AND THE STANDARDS OR CRITERIA USED TO ASSESS EACH 
DIRECTOR OR TRUSTEE; AND
[Such report] THE REPORTORIAL REQUIREMENTS shall be submitted 
ANNUALLY AND within such period as may be prescribed by the [Securities and 
Exchange] Commission.
THE 
COMMISSION 
MAY 
PLACE 
THE 
CORPORATION 
UNDER 
DELINQUENT STATUS SHOULD THE CORPORATION FAIL TO SUBMIT THE 
REPORTORIAL REQUIREMENTS THREE (3) TIMES, CONSECUTIVELY OR 
INTERMITTENTLY, WITHIN A PERIOD OF FIVE YEARS.
SECTION 67. 
Section 142 of the Code is hereby renumbered as Section 179 and
23 
amended to read as follows:
Sec. 
[142] 179. 
VISITORIAL POWER AND Confidential nature of 
examination results. - THE COMMISSION SHALL EXERCISE VISITORIAL 
POWERS OVER ALL CORPORATIONS, WHICH POWERS SHALL INCLUDE THE
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1 
EXAMINATION 
AND 
INSPECTION 
OF 
RECORDS, 
REGULATION 
AND
2 
SUPERVISION 
OF 
ACTIVITIES. 
ENFORCEMENT 
COMPLIANCE, 
AND
3 
IMPOSITION OF SANCTIONS IN ACCORDANCE WITH THIS CODE.
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SHOULD THE CORPORATION. WITHOUT JUSTIFIABLE CAUSE, REFUSE 
OR OBSTRUCT THE COMMISSION’S EXERCISE OF ITS VISITORIAL POWERS,
THE COMMISSION MAY REVOKE ITS CERTIFICATE OF INCORPORATION. 
REVOCATION SHALL BE WITHOUT PREJUDICE TO THE IMPOSITION OF 
OTHER PENALTIES AND SANCTIONS UNDER THIS CODE.
All interrogatories propounded by the [Securities and Exchange] 
Commission and the answers thereto, as well as the results of any examination 
made by the Commission or [by ]any other official authorized by law to make an 
examination of the operations, books, and records of any corporation, shall be 
kept strictly confidential, except [insofar asJWHEN the law [may] requires the 
same to be made public, WHEN NECESSARY FOR THE COMMISSION TO TAKE 
ACTION TO PROTECT THE PUBLIC OR ISSUE ORDERS IN THE EXERCISE OF 
ITS POWERS UNDER THIS CODE, or where such interrogatories, answers or 
results are to be presented as evidence before any court.
SECTION 68. 
Section 143 of Code is hereby renumbered as Section 180 and amended
19 
to read as follows:
Sec. [143] 180, [Rule-making power] POWERS, FUNCTIONS, [Securities and 
Exchange] AND JURISDICTION of the Commission - The [Securities and Exchange] 
Commission shall have the power and authority TO:
1. 
EXERCISE SUPERVISION AND JURISDICTION OVER ALL 
CORPORATIONS AND PERSONS ACTING ON THEIR BEHALF, EXCEPT AS 
OTHERWISE PROVIDED UNDER THIS CODE;
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PURSUANT 
TO 
PRESIDENTIAL 
DECREE 
902-A, 
THE 
COMMISSION SHALL RETAIN JURISDICTION OVER PENDING CASES 
INVOLVING INTRACORPORATE DISPUTES SUBMITTED FOR FINAL 
RESOLUTION. THE COMMISSION SHALL RETAIN JURISDICTION OVER 
PENDING SUSPENSION OF PAYMENT/REHABILITATION CASES FILED 
AS OF 30 JUNE 2000 UNTIL FINALLY DISPOSED.
2. 
IMPOSE SANCTIONS FOR THE VIOLATION OF THIS CODE, 
ITS IMPLEMENTING RULES, AND ORDERS OF THE COMMISSION;
3. 
PROMOTE 
CORPORATE 
GOVERNANCE 
THROUGH, 
AMONG OTHERS, REQUIRING ADDITIONAL SUBMISSIONS TO THE 
COMMISSION;
4. 
ISSUE OPINIONS TO CLARIFY THE APPLICATION OF 
LAWS, RULES, AND REGULATIONS;
5. 
[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 EX PARTE TO PREVENT 
IMMINENT FRAUD OR INJURY TO THE PUBLICJ.J;
6. 
HOLD 
CORPORATIONS 
IN 
DIRECT 
AND 
INDIRECT 
CONTEMPT;
7. 
ORDER 
THE 
CONDUCT 
OF 
STOCKHOLDERS' 
OR 
MEMBERS’ 
MEETINGS 
UNDER 
ITS 
SUPERVISION 
AND 
OTHER 
APPROPRIATE ORDERS, INCLUDING SETTING OF THE TIME AND 
PLACE OF THE MEETING, THE RECORD DATE OR DATES TO 
DETERMINE WHICH STOCKHOLDERS ARE ENTITLED TO NOTICE OF
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THE ELECTION AND TO VOTE THEREAT, AND THE FORM OF NOTICE
OF SUCH ELECTION;
8.
ISSUE 
SUBPOENA 
DUCES 
TECUM 
AND 
SUMMON
WITNESSES TO APPEAR IN PROCEEDINGS BEFORE THE COMMISSION;
9. 
IN APPROPRIATE CASES, ORDER THE EXAMINATION, 
SEARCH AND SEIZURE OF DOCUMENTS, PAPERS, FILES AND RECORDS, 
TAX RETURNS, AND BOOKS OF ACCOUNTS OF ANY ENTITY OR PERSON 
UNDER INVESTIGATION AS MAY BE NECESSARY FOR THE PROPER 
DISPOSITION OF THE CASES, SUBJECT TO THE PROVISIONS OF 
EXISTING LAWS;
10. 
SUSPEND 
OR 
REVOKE 
THE 
CERTIFICATE 
OF 
INCORPORATION AFTER PROPER NOTICE AND HEARING;
11. 
DISSOLVE OR IMPOSE SANCTIONS ON CORPORATIONS 
FOR COMMITTING, AIDING IN THE COMMISSION OF, OR IN ANY 
MANNER FURTHERING SECURITIES VIOLATIONS, SMUGGLING, TAX 
EVASION, MONEY LAUNDERING, GRAFT AND CORRUPT PRACTICES, OR 
OTHER FRAUDULENT OR ILLEGAL ACTS;
12. 
ISSUE WRITS OF EXECUTION AND ATTACHMENT TO 
ENFORCE PAYMENT OF FEES, ADMINISTRATIVE FINES, AND OTHER 
DUES COLLECTIBLE UNDER THIS CODE;
13. 
PRESCRIBE THE NUMBER OF INDEPENDENT DIRECTORS 
AND THE MINIMUM CRITERIA IN DETERMINING THE INDEPENDENCE 
OF A DIRECTOR.
14. 
IMPOSE OR RECOMMEND NEW MODES BY WHICH A 
STOCKHOLDER, MEMBER, DIRECTOR OR TRUSTEE MAY ATTEND 
MEETINGS OR CAST THEIR VOTES, AS TECHNOLOGY MAY ALLOW,
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1 
TAKING INTO ACCOUNT THE COMPANY’S SCALE, NUMBER OF
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SHAREHOLDERS OR MEMBERS, STRUCTURE AND OTHER FACTORS
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CONSISTENT WITH THE BASIC RIGHT CORPORATE SUFFRAGE;
4 
15. 
FORMULATE AND ENFORCE STANDARDS, GUIDELINES,
5 
POLICIES, 
RULES, 
AND 
REGULATIONS 
TO 
CARRY 
OUT 
THE
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PROVISIONS OF THIS CODE;
7 
16. 
EXERCISE SUCH OTHER POWERS PROVIDED BY LAW OR
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THOSE, WHICH MAY BE NECESSARY OR INCIDENTAL TO CARRYING
9 
OUT, THE POWERS EXPRESSLY GRANTED TO THE COMMISSION.
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IN EXERCISING ITS POWER TO. AMONG OTHERS, IMPOSE CORPORATE
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PENALTIES AND ADDITIONAL 
REQUIREMENTS 
FOR MONITORING AND
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SUPERVISION, THE COMMISSION SHALL GIVE DUE REGARD TO THE SIZE,
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NATURE, AND CAPACITY OF THE CORPORATION.
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NO COURT BELOW THE COURT OF APPEALS SHALL HAVE JURISDICTION TO
15 
ISSUE A RESTRAINING ORDER, PRELIMINARY INJUNCTION, OR PRELIMINARY
16 
MANDATORY INJUNCTION IN ANY CASE, DISPUTE, OR CONTROVERSY THAT,
17 
DIRECTLY 
OR 
INDIRECTLY, 
INTERFERES 
WITH 
THE 
DUTIES 
AND
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RESPONSIBILITIES OF THE COMMISSION."
SECTION 69. 
Section 144 of the Code is hereby deleted, amended, and transferred to
20 
Section 171.
21 
SECTION 70. 
A new provision is inserted in the Code as Section 181:
22 
SECTION 181. DEVELOPMENT AND IMPLEMENTATION OF ELECTRONIC
23 
FILING AND MONITORING SYSTEM- THE COMMISSION SHALL DEVELOP AND
24 
IMPLEMENT AN ELECTRONIC FILING AND MONITORING SYSTEM. 
THE
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COMMISSION SHALL PROMULGATE RULES TO FACILITATE AND EXPEDITE,
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AMONG OTHERS, CORPORATE NAME RESERVATION AND REGISTRATION,
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INCORPORATION, SUBMISSION OF REPORTS, NOTICES, AND DOCUMENTS 
REQUIRED UNDER THIS CODE, AND SHARING OF PERTINENT INFORMATION 
WITH OTHER GOVERNMENT AGENCIES. THE COMMISSION SHALL HAVE FULL 
DISCRETION TO DETERMINE WHICH SYSTEMS ALLOW THE MOST EFFECTIVE 
IMPLEMENTATION OF THIS CODE.
SECTION 71. 
A new provision is inserted in the Code as Section 182:
SEC. 
182. 
ARBITRATION FOR 
UNLISTED 
CORPORATIONS. 
- 
AN 
ARBITRATION AGREEMENT MAY BE PROVIDED FOR IN THE ARTICLES OF 
INCORPORATION OR BY-LAWS OF AN UNLISTED CORPORATION. WHEN SUCH 
AN AGREEMENT IS IN PLACE, DISPUTES BETWEEN THE CORPORATION, ITS 
STOCKHOLDERS OR MEMBERS WHICH ARISE FROM THE IMPLEMENTATION 
OF 
THE 
ARTICLES 
OF 
INCORPORATION 
OR 
BY-LAWS, 
OR 
FROM 
INTRACORPORATE RELATION, SHALL BE REFERRED TO ARBITRATION. A 
DISPUTE SHALL BE NON-ARBITRABLE WHEN IT INVOLVES CRIMINAL 
OFFENSES, INTERESTS OF THIRD PARTIES, OR WHEN IT WILL PRECLUDE THE 
COMMISSION FROM EXERCISING ITS AUTHORITY UNDER THIS CODE.
THE 
ARBITRATION 
AGREEMENT 
SHALL 
BE 
BINDING 
ON 
THE 
CORPORATION, ITS DIRECTORS, TRUSTEES, OFFICERS, AND EXECUTIVES OR 
MANAGERS.
TO BE ENFORCEABLE, THE AGREEMENT SHOULD INDICATE THE 
NUMBER OF ARBITRATORS AND THE PROCEDURE FOR THEIR APPOINTMENT. 
THE POWER TO APPOINT THE ARBITRATORS FORMING THE ARBITRAL 
TRIBUNAL SHALL BE GRANTED TO A DESIGNATED INDEPENDENT THIRD 
PARTY. SHOULD THE THIRD PARTY FAIL TO APPOINT THE ARBITRATORS IN 
THE MANNER AND WITHIN THE PERIOD SPECIFIED IN THE ARBITRATION 
AGREEMENT, THE PARTIES MAY REQUEST THE COMMISSION TO APPOINT
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THE ARBITRATORS. IN ANY CASE. ARBITRATORS MUST BE ACCREDITED BY
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THE COMMISSION OR BELONG TO ACCREDITED ORGANIZATIONS.
3 
THE ARBITRAL TRIBUNAL SHALL HAVE THE POWER TO RULE ON ITS
4 
OWN JURISDICTION AND/OR ON QUESTIONS RELATING TO THE VALIDITY OF
5 
THE ARBITRATION AGREEMENT. WHEN AN INTRACORPORATE DISPUTE IS
6 
FILED WITH A REGIONAL TRIAL COURT, THE COURT SHALL DISMISS THE CASE
7 
BEFORE THE TERMINATION 
OF THE PRETRIAL CONFERENCE, 
IF IT
8 
DETERMINES THAT AN ARBITRATION AGREEMENT IS WRITTEN IN THE
9 
CORPORATION’S ARTICLES OF INCORPORATION, BY-LAWS, OR IN A SEPARATE
10 
AGREEMENT.
11 
THE ARBITRAL TRIBUNAL SHALL HAVE THE POWER TO GRANT
12 
INTERIM MEASURES NECESSARY TO ENSURE ENFORCEMENT OF THE AWARD,
13 
PREVENT A MISCARRIAGE OF JUSTICE, OR OTHERWISE PROTECT THE RIGHTS
14 
OF THE PARTIES.
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A 
FINAL 
ARBITRAL 
AWARD 
UNDER THIS 
SECTION 
SHALL 
BE
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EXECUTORY AFTER THE LAPSE OF FIFTEEN (15) DAYS FROM RECEIPT
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THEREOF BY THE PARTIES AND SHALL BE STAYED ONLY BY THE FILING OF A
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BOND OR THE ISSUANCE BY THE APPELLATE COURT OF AN INJUNCTIVE WRIT.
19 
THE COMMISSION SHALL FORMULATE THE RULES AND REGULATIONS
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WHICHSHALLGOVERN ARBITRATION UNDER THIS SECTION.
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SECTION 72. 
A new provision is inserted in the Code as Section 183 and the
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succeeding provisions are re-numbered accordingly and amended as follows:
23 
SEC. 183. JURISDICTION OVER CORPORATIONS OF SPECIAL CHARACTER.
24 
-  THE POWERS, AUTHORITIES, AND RESPONSIBILITIES OF THE COMMISSION
25 
INVOLVING PARTY-LIST ORGANIZATIONS ARE TRANSFERRED TO THE
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COMMISSION ON ELECTIONS (COMELEC).
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WITHIN SIX (6) MONTHS AFTER THE EFFECTIVITY OF THESE 
AMENDMENTS, THE MONITORING, SUPERVISION, AND REGULATION OF SUCH 
CORPORATIONS SHALL BE DEEMED AUTOMATICALLY TRANSFERRED TO THE 
COMELEC.
FOR THIS PURPOSE, THE COMELEC, IN COORDINATION WITH THE 
COMMISSION, SHALL PROMULGATE CORRESPONDING IMPLEMENTING RULES 
FOR THE TRANSFER OF JURISDICTION OVER THE ABOVE-MENTIONED 
CORPORATIONS.
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SECTION 73. 
A new provision is inserted in the Code as Section 184 and the
10 
succeeding provisions are re-numbered accordingly and amended as follows:
SEC 
184. APPLICABILITY OF THE CODE. - 
THE 
RULES 
AND
REGULATIONS 
RELATING 
TO 
REGISTRATION, 
REGULATION, 
AND 
MONITORING AND SUPERVISION ISSUED BY OTHER GOVERNMENT AGENCIES 
ACTING AS PRIMARY REGULATORS OF SPECIAL CORPORATIONS, INSOFAR AS 
THEY ARE NOT INCONSISTENT WITH THIS CODE AND ITS AMENDMENTS, 
SHALL BE GIVEN EFFECT.
17 
SECTION 74. 
Implementing Rules and Regulations. - The Commission 
shall
18 
promulgate and/or amend the necessary rules and regulations for the effective implementation
19 
of this Act.
20 
SECTION 75. 
Separability Clause. - If any provision of this Act is declared invalid or
21 
unconstitutional, other provisions hereof which are not affected thereby shall continue to be in
22 
full force and effect.
23 
SECTION 76. 
Repealing Clause. - Any law, presidential decree or issuance, executive
24 
order, letter of instruction, administrative order, rule or regulation contrary to or inconsistent
25 
with any provision of this Act is hereby repealed or modified accordingly.
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1 
SECTION 77. 
Applicability to existing corporations - A corporation lawfully existing
2 
and doing business in the Philippines affected by the new requirements of this Code shall be
3 
given a period of not more than two (2) years from the effectivity of these amendments within
4 
which to comply.
5 
SECTION 78. 
Effectivity Clause. -  This Act shall take effect fifteen (15) days after its
6 
publication in the Official Gazette or in at least two (2) newspapers of general circulation,
7 
whichever date comes earlier.
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