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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Revised Corporation Code (RA No. 11232) – Title VI – Meetings

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TITLE VI – MEETINGS Section 48. Kinds of Meetings. – Meetings of directors, trustees, stockholders, or members may be regular or special. Section 49. Regular and Special Meetings of Stockholders or Members. – Regular meetings of stockholders or members shall be held annually on a date fixed in the bylaws, or if not so fixed, on any date after 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 twenty-one (21) days prior to the meeting, unless a different period is required in the bylaws, law, or regulation: Provided, further, That written notice of regular meetings may be sent to all stockholders or members of record through electronic mail or such other manner as the Commission shall allow under its guidelines. At each regular meeting of stockholders

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Revised Corporation Code (RA No. 11232) – Title V – Bylaws

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TITLE V – BYLAWS Section 45. Adoption of Bylaws. – For the adoption of bylaws by the corporation, the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or at least a majority of the members in case of nonstock corporations, shall be necessary. The bylaws shall be signed by the stockholders or members voting for them and 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 by a majority of the directors or trustees and countersigned by the secretary of the corporation shall be filed with the Commission and attached to the original articles of incorporation. Notwithstanding the provisions of the preceding paragraph, bylaws may be adopted and filed prior to incorporation; in such case, by laws shall be approved and signed by all incorporators

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Revised Corporation Code (RA 11232) – Title IV – Powers of Corporations

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TITLE IV – POWERS OF CORPORATIONS Section 35. Corporate Powers and Capacity. – Every corporation incorporated under this Code has the power and capacity: (a) To sue and be sued in its corporate name; (b) To have perpetual existence unless the certificate of incorporation provides otherwise; (c) to adopt and use a corporate seal; (d) To amend its articles of incorporation in accordance with the provisions of this Code; (e) To adopt bylaws, not contrary to law, morals or public policy, and to amend or repeal the same in accordance with this Code; (f) 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; (g) To purchase, receive, take or grant, hold, convey, sell, lease, pledge, mortgage, and otherwise deal with such

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Revised Corporation Code (RA No. 11232) – Title III – Board of Directors Trustees and Officers

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TITLE III – BOARD OF DIRECTORS/ TRUSTEES AND OFFICERS Section 22. The Board of Directors or Trustees of a Corporation; Qualification and Term. – Unless otherwise provided in this Code, the board of directors or trustees shall exercise the corporate powers, conduct all business, and control all properties of the corporation. Directors shall be elected for a term of one (1) year from among the holders of stocks registered in the corporation’s books while trustee 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 the successor is elected and qualified. A director who ceases to own at least one (1) share of stock or a trustee who ceases to be a member of the corporation shall cease to be such. The board of the following corporations vested with public interest shall have independent

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Revised Corporation Code (RA No. 11232) – Title II – Incorporation and Organization of Private Corporations

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TITLE II – INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS Section 10. Number and Qualifications of Incorporators. Any person, partnership, association or corporation, singly or jointly with others but not more than fifteen (15) in number, may organize a corporation for any lawful purpose or purposes; Provided, That natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation unless otherwise provided under special laws. Incorporators who are natural persons must be of legal age. Each incorporator of stock corporation must own or be a subscriber to at least one (1) share of the capital stock. A corporation with a single stockholder is considered a One Person Corporation as described in Title XIII, Chapter III of this Code. Section 11. Corporate Term. – A corporation shall have perpetual existence unless its articles

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Revised Corporation Code R.A. No. 11232 – Title I – General Provisions

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TITLE I – GENERAL PROVISIONS DEFINITIONS AND CLASSIFICATIONS Section 1. Title of the Code. – This Code shall be known as the “Revised Corporation Code”. Section 2. Corporation Defined. – A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incidental to its existence. Section 3. Classes of Corporations. – Corporations formed or organized under this Code may be stock or nonstock corporations. Stock corporations are those which have for capital stock divided into shares and are authorized to distribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of shares held. All other corporations are nonstock corporations. Section 4. Corporations created by Special Laws or Charters. – Corporations created by special laws or charters shall be governed primarily by the provisions of the special law

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RA 8424: Title II, Chapter VII – Allowable Deductions

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Title II – Income Taxation, CHAPTER VII – Allowable Deductions SECTION 34.  Deductions from Gross Income. – Except for taxpayers earning compensation income arising from personal services rendered under an employer-employee relationship where no deductions shall be allowed under this Section other than under Subsection (M) hereof, in computing taxable income subject to income tax under Sections 24(A); 25(A); 26; 27(A), (B) and (C); and 28(A)(1), there shall be allowed the following deductions from gross income: (A) Expenses. – (1) Ordinary and Necessary Trade, Business or Professional Expenses. – (a) In General. – There shall be allowed as deduction from gross income all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on or which are directly attributable to, the development, management, operation and/or conduct of the trade, business or exercise of a profession, including: (b) Substantiation Requirements. – No deduction from gross income shall

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