Revised Corporation Code of the Philippines

Republic Act 11232, or the Act Providing for the Revised Corporation Code of the Philippines, was signed into law by President Rodrigo R. Duterte on 21 February 2019. It amends a 38-year-old Corporation Code in an effort to improve the ease of doing business in the Philippines.

Following are some of the notable changes made in the Revised Corporation Code:

  1. INCORPORATORS: Removal of the minimum number of incorporators.
  2. MINIMUM CAPITAL STOCK: Imposition of a Php1,000,000.00 minimum capital stock on stock corporations. This effectively increases the minimum paid-up capital to Php62,500.00
  3. CORPORATE TERM: Removal of the fifty (50)-year corporate term. This means that unless there is a provision in the Articles of Incorporation with regard to the term of corporate existence, the corporation will exist perpetually unless sooner dissolved.
  4. ONE-PERSON CORPORATION: Allowance for a single person – whether natural or judicial, to organize and put up a corporation. However, this is subject to the requirement of a minimum capital stock of Php1,000,000.00 to b paid up in a lump sum at the time of incorporation.
  5. CORPORATE OFFICERS: Chief Executive Officer is made the alternative title to President and Chief Financial Officer is made the alternative title to Treasurer. Also, the inclusion of Compliance Officer as a mandatory corporate officer on top of the President/CEO, Treasurer/CFO, and Corporate Secretary.
  6. BOARD MEETINGS: Allowance of remote communication methods in attending board meetings subject to provisions of corporate by-laws.
  7. NATIONALITY OF A CORPORATION: Formalization of the test in determining the nationality of a corporation, i.e. the control test.
  8. REMOVAL OF A MEMBER OF THE BOARD OF DIRECTORS OR TRUSTEES: Empowering the Securities and Exchange Commission (SEC) to remove disqualified members of the Board of Directors or Trustees.
  9. DIGITAL MEANS: The new code introduces provisions that permit the electronic filing of reportorial requirements and attendance in meetings via remote communication or in absentia, among others – practices that were not recognized in the old law.

For the full text of the law, please see the PDF document from the Oficial Gazette website