NINETEENTH CONGRESS OF THE ) 
REPUBLIC OF THE PHILIPPINES ) 
First Regular Session 
)
SENATE
S.B. No. 1719
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23 JAN 19 P5 *37
RECEIVE 3 eV.
Introduced by SENATOR IMEE R. MARCOS
AN ACT
AMENDING REPUBLIC ACT NO. 11232 OTHERWISE KNOWN AS, "AN ACT 
PROVIDING FOR THE REVISED CORPORATION CODE OF THE 
PHILIPPINES," AND FOR OTHER PURPOSES
EXPLANATORY NOTE
Article II Section 23 of the 1987 Constitution provides that, "the State shall 
encourage non-governmental, community based, or sectoral organizations that 
promote the welfare of the nation." Section 20 of the same article further states 
that, "the State recognizes the indispensable role of the private sector, encourages 
private enterprise, and provides incentives to needed investments.
According to the Family Income and Expenditure Survey (FIES) 2021, 18.1 
percent of Filipinos live below the poverty line. This translates to 19.9 million 
Filipinos. These values represent an increase from the poverty statistics of 2018, 
which recorded a poverty rate of 16.6 percent or 17.6 million Filipinos living in 
poverty. As such, much work needs to be done to meet one of our 2030 Sustainable 
Development Goals, which is ending poverty.
One of the ways in which the problem of poverty can be addressed is through 
the promotion of social enterprises. Social enterprises are social mission-driven 
organizations that conduct economic activities directly related to the improvement 
of the economic well-being of the poor and marginalized sectors.
The primary problem faced by social enterprises is lack of access to capital. 
This is due to the antiquated division of corporations as either non-profit or profit. 
Social enterprises share characteristics of both corporations, with the ability to 
generate profit crucial to the sustainability of social enterprises. The ability to retain 
profit is also important for investors and lenders to extend funding to social 
enterprises.
This bill seeks to address the funding gap of social enterprises by creating a 
special entity to be known as "Social Benefit Corporation" under R.A. No. 11232, 
otherwise known as "An Act Providing for The Revised Corporation Code of The 
Philippines." It facilitates qualification and approval of entities as social benefit


corporations by providing a precise definition and simplifying the application 
procedure to the Securities and Exchange Commission (SEC). It also provides 
benefits, including access to capital and other forms of financing, among others.
For the abovementioned reasons, the passage of this bill is earnestly sought.
1.
CMEE R. MARCOS


NINETEENTH CONGRESS OF THE ) 
REPUBLIC OF THE PHILIPPINES ) 
First Regular Session 
)
SENATE
ate
S.B. No. lVl9
23 JAN 19 P5:37
RECEIVED BY;
Introduced by SENATOR IMEE R. MARCOS
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AN ACT
AMENDING REPUBLIC ACT NO. 11232 OTHERWISE KNOWN AS, "AN ACT 
PROVIDING FOR THE REVISED CORPORATION CODE OF THE 
PHILIPPINES," AND FOR OTHER PURPOSES
Be it enacted by the Senate and House of Representatives of the Philippines in Congress 
assembled:
SECTION 1. Short Title. - This Act shall be known as the "Social Benefit 
Corporation Act of2023."
SEC. 2. Social Benefit Corporation. - A new Chapter in Title XIII of Republic Act 
No. 11232 otherwise known as "An Act Providing for The Revised Corporation Code of 
the Philippines"is inserted as Chapter III, to read as follows:
"CHAPTER III
SOCIAL BENEFIT CORPORATION
"SEC. 115. SOCIAL BENEFIT CORPORATION. - A SOCIAL 
BENEFIT CORPORATION IS A CORPORATION THAT CONDUCTS 
ECONOMIC ACTIVITIES AND PROVIDE GOODS OR SERVICES 
DIRECTLY RELATED TO ITS PRIMARY PURPOSE OF 
IMPROVING THE WELLBEING OF THE UNSKILLED AND 
MINIMUM WAGED WORKERS, CHILDREN, POOR, AND 
MARGINALIZED, INCLUDING THE PROMOTION AND 
DEVELOPMENT OF THE FOLLOWING SECTORS: HEALTH, 
EDUCATION, ENVIRONMENT, AGRICULTURE, CLIMATE 
CHANGE, NATURAL AND MAN-MADE DISASTER RECOVERY, 
PEACE PROCESS OR NEGOTIATION, AND OTHER SIMILAR


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PURPOSES. PROVIDED THAT, BANKS AND QUASI-BANKS, 
PRENEED, TRUST, INSURANCE, PUBLIC AND PUBLICLY- 
LISTED COMPANIES, AND NON- CHARTERED GOVERNMENT- 
OWNED AND -CONTROLLED CORPORATIONS MAY NOT BE 
INCORPORATED AS SOCIAL BENEFIT CORPORATIONS. 
PROVIDED FURTHER THAT, AT LEAST SIXTY PERCENT (60%) 
OF THE SOCIAL ENTERPRISE S TOTAL EXPENDITURES AND 
PROFITS SHALL BE USED EXCLUSIVELY FOR THE 
CORPORATION THAT WILL OPTIMIZE THE BENEFITS TO 
WHICH THE CORPORATION WAS ESTABLISHED.
"SEC. 116. INCORPORA TJON AND REGISTRA TION. - 
A GROUP OF PERSONS, NOT LESS THAN THREE (3), DESIRING 
TO INCORPORATE AS A "SOCIAL BENEFIT CORPORATION" 
SHALL SUBMIT THE INTENDED CORPORATE NAME TO THE 
COMMISSION FOR VERIFICATION OF ITS NAME, PURPOSES, 
INCORPORATORS, AND DIRECTORS. THE INCORPORATORS 
SHALL THEN SUBMIT THEIR ARTICLES OF INCORPORATION, 
AS PROVIDED IN SEC. 118, AND BYLAWS TO THE 
COMMISSION. PROVIDED THAT, THE REGISTRATION OF 
SOCIAL BENEFIT CORPORATIONS SHALL NOT REQUIRE A 
MINIMUM CAPITAL STOCK."
"SEC. 117. DISPLAY OF CORPORATE NAME. - A SOCIAL 
BENEFIT CORPORATION SHALL INDICATE THE LETTERS "SBC" 
EITHER BELOW OR AT THE END OF ITS CORPORATE NAME."
"SEC. 118. ARTICLES OF INCORPORATION. - A SOCIAL 
BENEFIT CORPORATION SHALL FILE ARTICLES OF 
INCORPORATION IN ACCORDANCE WITH THE 
REQUIREMENTS UNDER SECTION 14 OF THIS CODE."
"SEC. 119. MINUTES BOOK. - A SOCIAL BENEFIT 
CORPORATION SHALL MAINTAIN A MINUTES BOOK WHICH 
SHALL CONTAIN ALL ACTIONS, DECISIONS, AND 
RESOLUTIONS TAKEN BY THE CORPORATION."


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"SEC. 120. REPORTORIAL REQUIREMENTS. - THE 
SOCIAL BENEFIT CORPORATION SHALL SUBMIT THE 
FOLLOWING WITHIN SUCH PERIOD AS THE COMMISSION 
MAY PRESCRIBE:
1. ANNUAL FINANCIAL STATEMENTS;
2. A DISCLOSURE OF ALL SELF-DEALINGS AND 
RELATED PARTY TRANSACTIONS ENTERED INTO
BETWEEN THE CORPORATION AND THE 
STOCKHOLDERS; AND
3. OTHER REPORTS AS THE COMMISSION MAY 
REQUIRE."
"SEC. 121. SOCIAL BENEFIT CORPORATION DEVELOPMENT 
FUND. - THERE SHALL BE INCLUDED IN THE BUDGET OF THE 
DEPARTMENT OF TRADE AND INDUSTRY (DTI) UNDER THE 
ANNUAL GENERAL APPROPRIATIONS ACT (GAA) AN INITIAL 
AMOUNT OF NINE HUNDRED MILLION PESOS (PHP 
900,000,000.00) FOR THE ESTABLISHMENT OF A SOCIAL 
BENEFIT CORPORATION DEVELOPMENT FUND (SBCDF) WHICH 
SHALL BE ALLOCATED FOR THE FOLLOWING:
1. SIX HUNDRED MILLION PESOS (PHP 600,000,000.00) 
FOR VALUE-CHAIN FINANCING; AND
2. 
THREE HUNDRED MILLION PESOS (PHP 
300,000,000.00) FOR ENTERPRISE DEVELOPMENT SERVICES.
AFTER THE FIRST YEAR OF IMPLEMENTATION, SUCH SUMS 
AS MAY BE NECESSARY TO FUND THE SBCDF SHALL BE 
INCLUDED IN THE BUDGET OF THE DTI UNDER THE ANNUAL 
GAA."
"SEC. 122. SPECIAL CREDIT WINDOWS. - THE 
DEVELOPMENT BANK OF THE PHILIPPINES AND OTHER 
GOVERNMENT FINANCIAL INSTITUTIONS SHALL ESTABLISH 
SPECIAL CREDIT WINDOWS FOR THE FOLLOWING PURPOSES:
1. CREDIT LINE FOR BUSINESS DEVELOPMENT LOAN OR 
WORKING CAPITAL LOAN TO COVER THE OPERATIONAL AND 
MANAGEMENT EXPENSES OF AN EXISTING BUSINESS OR 
INCOME GENERATING PROJECT, INCLUDING RECEIVABLE


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FINANCING OR PURCHASE OF ADDITIONAL INVENTORY, SOFT,
OR INTANGIBLE INVESTMENTS SUCH AS TRADE FAIR 
PARTICIPATION OR ACQUISITION OF SOFTWARE OR 
FRANCHISE DEVELOPMENT PACKAGES;
2. FIXED ASSETS FINANCING TO COVER ACQUISITION OF 
FIXED ASSETS LIKE MACHINERIES AND EQUIPMENT, MOTOR 
VEHICLE, OR ACQUISITION OF LOT FOR PROJECT SITE OR 
CONSTRUCTION OF A PLANT AND BUILDING AND THE 
IMPROVEMENT THEREOF;
3. VALUE CHAIN FINANCING TO COVER ANY OF THE VALUE 
CHAIN ACTIVITIES SUCH AS PRODUCHON, PROCESSING, AND 
MARKETING;
4. DOMESTIC LETTER OF CREDIT OR TRUST RECEIPT TO 
PROVIDE A STAND-BY-CREDIT FACILITY FOR THE SOCIAL 
ENTERPRISE BORROWER FOR THE PURCHASE OF PRODUCT 
INPUTS, EQUIPMENT, MACHINERY, IMPLEMENTS, AND SPARE 
PARTS, WHEREBY PAYMENT OF WHICH IS GUARANTEED AND TO 
BE MADE TO THE SELLER BY THE LENDING INSTITUTION, 
PROVIDED ALL DOCUMENTS CONFORM WITH THE TERMS AND 
CONDITIONS OF THE CREDIT; AND
5. REVOLVING CREDIT LINE FOR RE-LENDING TO FINANCE 
THE LIVELIHOOD PROJECT REQUIREMENTS OF END- 
BORROWERS."
"SEC. 123. ROLE OF LOCAL GOVERNMENT UNITS (LGUS) IN 
SOCIAL BENEFIT CORPORATION DEVELOPMENT. - LGUS SHALL 
BE ENCOURAGED TO INCORPORATE VIABLE SOCIAL BENEFIT 
CORPORATION DEVELOPMENT PROGRAMS IN THEIR LOCAL 
PLANS AND COLLABORATE WITH SOCIAL BENEFIT 
CORPORATIONS."
SEC. 3. The chapters and sections in R.A. No. 11232 shall be renumbered 
accordingly.
SEC. 4. Implementing Rules and Regulations. - Within ninety (90) days from 
the effectivity of this Act, the DTI and the Securities and Exchange Commission (SEC) 
shall promulgate the necessary rules and regulations for the effective implementation 
of this Act.


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SEC. 5. Repealing Clause. - All laws, decrees, orders, rules and regulations or 
other issuances or parts thereof inconsistent with the provisions of this Act are hereby 
repealed or modified accordingly.
SEC. 6. Separability Clause. - If any portion or provision of this Act is declared 
unconstitutional, the remainder of this Act or any provision not affected thereby shall 
remain in force and effect.
SEC. 7. Effectivity. - This Act shall take effect fifteen (15) days after its 
publication in the Official Gazette or in any two (2) newspapers of general circulation 
in the Philippines.
Approved,