Revised Corporation Code: Title XIV – Dissolution

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TITLE XIV – DISSOLUTION Section 133. Methods of Dissolution. – A corporation formed or organized under the provisions of this Code may be dissolved voluntarily or involuntarily. Section 134. 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 affected by majority vote of the board of directors or trustees, and by a resolution adopted by the affirmative vote of the stockholders owning at least majority of the outstanding capital stock or majority 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 bylaws, whether or not entitled to vote at the

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Revised Corporation Code (R.A. No. 11232) – Title XIII, Chapter III – One Person Corporations

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Section 115. Applicability of Provisions to One Person Corporations. – The provisions of this Title shall primarily apply to One Person Corporations. Other provisions of this Code apply suppletorily, except as otherwise provided in this Title. Section 116. 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. Banks and quasi-banks, preneed, trust, insurance, public and publicly-listed companies, and non-chartered government owned-and-controlled corporations may not incorporate as One Person Corporations: Provided, further, That a natural person who is license to exercise a profession may not organize as One Person Corporation for the purpose of exercising such profession except as otherwise provided under special laws. Section 117. Minimum Capital Stock Not Required for One person Corporation. – A One Person Corporation shall not be required to have a minimum authorized

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Revised Corporation Code: Title XIII, Chapter II – Religious Corporations

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TITLE XIII – SPECIAL CORPORATIONS CHAPTER II – RELIGIOUS CORPORATIONS Section 107. Classes of Religious Corporations. – Religious corporations may be incorporated by one (1) or more persons. Such corporations may be classified into corporations sole and religious societies. Religious corporations shall be governed by this Chapter and by the general provisions on nonstock corporations insofar as applicable. Section 108. Corporation Sole. – For the purpose of administering and managing, as trustee, the affairs, property and temporalities of any religious denomination, sect or church, a corporation sole may be formed by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of such religious denomination, sect or church. Section 109. Articles of Incorporation. – In order to become a corporation sole, the chief archbishop, bishop, priest, minister, rabbi, or presiding elder of any religious denomination, sect or church must file with the Commission articles of incorporation setting forth the

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Revised Corporation Code: Title XIII, Chapter 1 – Educational Corporations

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TITLE XIII – SPECIAL CORPORATIONS CHAPTER 1 – EDUCATIONAL CORPORATIONS Section 105. Incorporation. – Educational corporations shall be governed by special laws and by the general provisions of this Code. Section 106. Board of Trustees. – Trustees of educational institutions organized as non-stock corporation shall not be less than five (5) nor more than fifteen (15): Provided, That the number of trustees shall be in multiples of five (5). Unless otherwise provided in the articles of incorporation or bylaws, the board of trustees of incorporated schools, college or other institutions of learning shall, as soon as organized, so classify themselves that the term of office of one-fifth I1/5) of their number shall expire every year. Trustees thereafter shall be elected to fill vacancies, occurring before the expiration of a particular term, shall hold office only for the unexpired period. Trustees elected thereafter to fill vacancies caused by the expiration of

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Revised Corporation Code: Title XII – Close Corporations

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TITLE XII – CLOSE CORPORATIONS Section 95. Definition and Applicability of Title. – A close corporation, within the meaning of this Code, is one whose articles of incorporation provides that: (a) all corporation’s issued stock of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding twenty (20); (b) all issued stock of all classes shall be subject to one (1) or more specified restrictions on transfer permitted under this Title; and (c) the corporation shall not list in any stock exchange or make any public offering of its stocks of any class. Notwithstanding the foregoing, a corporation shall not be deemed a close corporation when at least two-thirds (2/3) of its voting stock or voting rights is owned or controlled by another corporation which is not close corporation within the meaning of this Code. Any corporation may

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Revised Corporation Code: Title XI – Non-stock Corporation

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TITLE XI – NON-STOCK CORPORATION Section 86. Definition. – For purposes of this Code and subject to its provision on dissolution, a nonstock corporation is one where no part of its income is distributable as dividends to its members, trustees, or officers: Provided, That any profit which a nonstock corporation may obtain incidental to its operations shall, whenever necessary or proper, be used for the furtherance of the purpose or purposes for which the corporation was organized, subject to the provisions of this Title. The provisions governing stock corporations, when pertinent, shall be applicable to nonstock corporations, except as may be covered by specific provisions of this Title. Section 87. Purposes. – Nonstock corporations may be formed or organized for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civil, service, or similar purposes, like trade, industry, agricultural and like chambers, or any combination thereof, subject to the special provisions

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Revised Corporation Code: Title X – Appraisal Right

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TITLE X – APPRAISAL RIGHT Section 80. When the Right of Appraisal May Be Exercised. – Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of the shares in the following instances: (a) In case an 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: (b) 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 this Code; (c) In case of merger or consolidation; and (d) In case of investment of corporate funds for any purpose other than the primary purpose of the corporation. Section

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Revised Corporation Code: Title IX – Merger and Consolidation

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TITLE IX – MERGER AND CONSOLIDATION Section 75. Plan of Merger or Consolidation. – Two or more corporations may merge into a single corporation which shall be one of the constituent corporations or may consolidate into a new single corporation which shall be consolidated corporation. The board of directors or trustees of each corporation, party to the merger or consolidation, shall approve a plan of merger or consolidation setting forth the following: (a) The names of the corporations proposing to merge or consolidate, hereinafter referred to as the constituent corporations; (b) The terms of the merger or consolidation and the more of carrying the same into effect; (c) A statement of the changes, if any, in the articles of incorporation of the surviving corporation in the case of merger; and, in case of consolidation, all the statements required to be set forth in the articles of incorporation for corporations organized

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Revised Corporation Code (RA 11232) – Title VIII – Corporate Books and Records

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TITLE VIII – CORPORATE BOOKS AND RECORDS Section 73. Books to be Kept; Stock Transfer Agent. – Every corporation shall keep and carefully preserve at its principal office all information relating to corporation, including, but not limited to: (a) The articles of incorporation and bylaws of the corporation and all their amendments; (b) The current ownership structure and voting rights of the corporation, including lists of stockholders or members, group structures, intra-group relations, ownership data, and beneficial ownership; (c) The names and addresses of all the members of the board of directors or trustees and the executive officers; (d) A record of all business transactions; (e) A record of the resolutions of the board of directors or trustees and of the stockholders or members; (f) Copies of the latest reportorial requirements submitted to the Commission; and, (g) The minutes of all meetings of stockholders or members, or of the board

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Revised Corporation Code (RA 11232) – Title VII – Stocks and Stockholders

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TITLE VII – STOCKS AND STOCKHOLDERS Section 59. Subscription Contract. – Any contract for the acquisition of unissued stock in an existing corporation or a corporation still to be formed shall be deemed a subscription within the meaning of this Title, notwithstanding the fact that the parties refer to it as a purchase of some or other contract. Section 60. Pre-incorporation Subscription. – A subscription of shares in a corporation still to be formed shall be irrevocable for a period of at least six (6) months from the date of subscription, unless all of the other subscribers consent to the revocation, or the corporation fails to incorporate within the same period or within a longer period stipulated in the contract of subscription. No pre-incorporation subscription may be revoked after the articles of incorporation is submitted to the Commission. Section 61. Consideration for Stocks. – Stocks shall not be issued for

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