As amended by Section 3, Republic Act No.
Amendment of Articles of Incorporation.
The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that said amendment or amendments have been duly approved by the required vote of the stockholders or members, shall be submitted to the Securities and Exchange Commission.
The amendments shall take effect upon their approval by the Securities and Exchange Commission or from the date of filing with the said Commission if not acted upon within six 6 months from the date of filing for a cause not attributable to the corporation. Grounds when articles of incorporation or amendment may be rejected or disapproved.
Provided, That the Commission shall give the incorporators a reasonable time within which to correct or modify the objectionable portions of the articles or amendment. The following are grounds for such rejection or disapproval: 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 percentage of ownership of the capital stock to be owned by citizens of the Philippines has not been complied with as required by existing laws or the Constitution.
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, insurance companies, public utilities, educational institutions, and other corporations governed by special laws shall be accepted or approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such articles or amendment is in accordance with law.
When a change in the corporate name is approved, the Commission shall issue an amended certificate of incorporation under the amended name. Commencement of corporate existence. Such inquiry may be made by the Solicitor General in a quo warranto proceeding. Provided, however, That when any such ostensible corporation is sued on any transaction entered by it as a corporation or on any tort committed by it as such, it shall not be allowed to use as a defense its lack of corporate personality.
On who assumes an obligation to an ostensible corporation as such, cannot resist performance thereof on the ground that there was in fact no corporation. Effects on non-use of corporate charter and continuous inoperation of a corporation. However, if a corporation has commenced the transaction of its business but subsequently becomes continuously inoperative for a period of at least five 5 years, the same shall be a ground for the suspension or revocation of its corporate franchise or certificate of incorporation.
The board of directors or trustees. 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.
Election of directors or trustees. 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 own name on 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 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 shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit:🔥Citing and more!
Add citations directly into your paper, Check for unintentional plagiarism and check for writing mistakes. The Board of Directors makes director resolutions during the annual board of directors meeting, but there is quite a bit more to discuss at that meeting.
The point of a Board Resolution is to address a specific issue that the board needs to decide on. Practice makes perfect sense. The focus of Advanced Fiction Writing Techniques is practical and specific knowledge – tackling the technical aspects of your writing. (For this reason, we recommend completing Creative Writing Stage 1 or any of our Creative Writing Foundation courses first).
Each week, you’ll receive different tools and techniques to help make your creative writing . Corporate resolutions include most formal actions and decisions approved by your board of directors (or in the case of an LLC-your members).
There are multiple situations in which you would need a specific resolution to cover a particular transaction.5/5(). Writing Effective Legal Documents and Commercial Contracts training course will help to develop the skills of in-house and external lawyers/advisers.
batas pambansa blg. the corporation code of the philippines. title i - general provisions definitions and classifications.
section 1. title of the code.