S. No.

1280
H. No.8374

Begun and held in Metro Manila, on Monday, the twenty-third

day of July, two thousand eighteen.

[ REPUBLICACTNO. 11232]

AN ACT PROVIDING FOR THE REVISED CORPORATION

CODE OF THE PHILIPPINES

Be it enacted by the Senate and House of Representatives of the

Philippines in Congress assembled:

TITLE I

GENERAL PROVISIONS
DEFINITIONS AND CLASSIFICATIONS

SECTION. 1. Title of the Code. – This Code shall be known as the “Revised Corporation
Code of the Philippines”.

SEC. 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.

SEC.3.Classes of Corporations.–Corporations formed or organized under this Code may

be stock or nonstock corporations. Stock corporations are those which have 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 the shares held. All other corporations are non stock
corporations.

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 SEC. 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 or
charter creating them or applicable to them, supplemented by the provisions of this Code, in so
far as they are applicable.

SEC. 5. Corporators and Incorporators, Stockholders and Members. – Corporators are

those who compose a corporation, whether as stockholders or shareholders in a stock corporation
or as members in a nonstock corporation. Incorporators are those stockholders or members
mentioned in the articles of incorporation as originally forming and composing the corporation
and who are signatories thereof.

SEC.6. Classification of Shares.–The classification of shares,their corresponding rights,

privileges, or restrictions, and their stated par value, if any, must be indicated in the articles of
incorporation. Each share shall be equal in all respects to every other share, except as otherwise
provided in the articles of incorporation and in the certificate of stock.

The shares in stock corporations may be divided into classes or series of shares, or both.
No share may be deprived of voting rights except those classified and issued as “preferred” or
“redeemable”shares,unless other wise provided in this Code:Provided,That there shall always be
a class or series of shares with complete voting rights.

Holders of nonvoting shares shall nevertheless be entitled to vote on the following matters:

(a) Amendment of the articles ofincorporation;

(b) Adoption and amendment ofbylaws;

(c) Sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of
the corporate property;

(d) Incurring, creating, or increasing bondedindebtedness;

(e) Increase or decrease of authorized capitalstock;

(f) Merger or consolidation of the corporation with another corporation or other corporations;

(g) Investment of corporate funds in another corporation or business in accordance with

this Code; and

(h) Dissolution of thecorporation.

Except as provided in the immediately preceding paragraph, the vote required under this
Code to approve a particular corporate act shall be deemed to refer only to stocks with voting
rights.

The shares or series of shares may or may not have a parvalue:Provided, That banks,trust,
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insurance, and preneed companies, public utilities, building and loan associations, and other
corporations authorized to obtain or access funds from the public, whether publicly listed or not,
shall not be permitted to issue no-par value shares of stock.

Preferred shares of stock issued by a corporation may be given preference in the

distribution of dividends and in the distribution of corporate assets in case of liquidation, or such
other preferences: Provided, That preferred shares of stock may be issued only with a stated par
value. The board of directors, where authorized in the articles of incorporation, may fix the terms
and conditions of preferred shares of stock or any series therefore:Provided, further, That such
terms and conditions shall be effective upon filing of a certificate thereof with the Securities and
Exchange Commission, here in after referred to as the“Commission”.

Shares of capital stock issued without par value shall be deemed fully paid and
nonassessable and the holder of such shares shall not beliable to the corporation or to its creditors
in respect there to:Provided,That no-par value shares must be issued for a consideration of atleast
Five pesos (P5.00) per share: Provided, further, That the entire consideration received by the
corporation for its no-par value shares shall be treated as capital and shall not be available for
distribution as dividends.

A corporation may further classify its shares for the purpose of ensuring compliance with
constitutional or legal requirements.

SEC. 7. Founders’ Shares. – Founders’ shares may be given certain rights and privileges
not enjoyed by the owners of other stocks. Where the exclusive right to vote and be voted for in
the election of directors is granted,it must be for a limited period not to exceed five (5) years
from the date of incorporation: Provided, That such exclusive right shall not be allowed if its
exercise will violate Common wealth Act No. 108, otherwise known as the “Anti-Dummy Law”;
Republic Act No. 7042, otherwise known as the “Foreign Investments Act of 1991”; and other
pertinent laws.

SEC.8.Redeemable Shares.–Redeemable shares may be issued by the corporation when

expressly provided in the articles of incorporation. They are shares which may be purchased by
the corporation from the holders of such shares upon the expiration of a fixed period, regardless
of the existence of unrestricted retained earnings in the books of the corporation, and upon such
other terms and conditions stated in the articles of incorporation and the certificate of stock
representing the shares, subject to rules and regulations issued by the Commission.

SEC. 9. Treasury shares. – Treasury shares are shares of stock which have been issued
and fully paid for, but subsequently reacquired by the issuing corporation through purchase,
redemption, donation, or some other lawful means. Such shares may again be disposed of for a
reasonable price fixed by the board of directors.

TITLE II

INCORPORATION AND ORGANIZATION OF

PRIVATE CORPORATIONS

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 SEC. 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 a 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.

SEC. 11. Corporate Term. – A corporation shall have perpetual existence unless its
articles of incorporation provides otherwise.

Corporations with certificates of incorporation issued prior to the effectivity of this Code,
and which continue to exist, shall have perpetual existence, unless the corporation, upon a voteof
its stockholders representing a majority of its outstanding capital stock, notifies the Commission
that it elects to retain its specific corporate term pursuant to its articles of
incorporation:Provided, That any change in the corporate term under this section is without
prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of
this Code.

A corporate term for a specific period may be extended or shortened by amending the
articles of incorporation: Provided, That no extension may be made earlier than three (3) years
prior to the original or subsequent expiry date(s) unless there are justifiable reasons for an earlier
extension as may be determined by the Commission: Provided, further, That such extension of
the corporate term shall take effect only on the day following the original or subsequent expiry
date(s).

A corporation whose term has expired may apply for a revival of its corporate existence,
together with all the rights and privilege sunder its certificate of incorporation and subject to all
of its duties, debts and liabilities existing prior to its revival. Upon approval by the Commission,
the corporation shall be deemed revived and a certificate of revival of corporate existence shall
be issued, giving it perpetual existence, unless its application for revival providesotherwise.

No application for revival of certificate of incorporation of banks, banking and quasi-

banking institutions, preneed, insurance and trust companies, non-stock savings and loan
associations (NSSLAs), pawnshops, corporations engaged in money service business, and other
financial intermediaries shall be approved by the Commission unless accompanied by afavorable
recommendation of the appropriate government agency.

SEC. 12. Minimum Capital Stock Not Required of Stock Corporations. – Stock
corporations shall not be required to have a minimum capital stock, except as otherwise
specifically provided by special law.
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 SEC. 13. Contents of the Articles of Incorporation. – All corporations shall file with the
Commission articles of incorporation in any of the official languages, duly signed and
acknowledged or authenticated, in such form and manner as may be allowed by the Commission,
containing substantially the following matters, except as otherwise prescribed by this Code or by
special law:

(a) The name of thecorporation;

(b) The specific purpose or purposes for which the corporation is being formed. Where a
corporation has more than one stated purpose, the articles of incorporation shall indicate the
primary purpose and the secondary purpose or purposes: Provided, That a nonstock corporation
may not include a purpose which would change or contradict its nature as such;

(c) The place where the principal office of the corporation is to be located, which must be
within the Philippines;

(d) The term for which the corporation is to exist, if the corporation has not elected
perpetual existence;

(e) The names, nationalities, and residence addresses of theincorporators;

(f) The number of directors, which shall not be more than fifteen (15) or the number of
trustees which may be more than fifteen(15);

(g) The names, nationalities, and residence addresses of persons who shall act as directors
or trustees until the first regular directors or trustees are duly elected and qualified in accordance
with this Code;

(h) If it be a stock corporation,the amount of its authorized capital stock, number of

shares into which it is divided,the parvalue of each, names, nationalities, and residence addresses
of the original subscribers,amount subscribed and paid by each on the subscription,and a
statement that some or all of the shares are without par value, if applicable;

(i) If it be a nonstock corporation, the amount of its capital, the names, nationalities, and
residence addresses of the contributors, and amount contributed by each;and

(j)Such other matters consistent with law and which the incorporators may deem
necessary and convenient.

An arbitration agreement may be provided in the articles of incorporation pursuant to

Section 181 of this Code.
The articles of incorporation and applications for amendments thereto may be filed with
the Commission in the form of an electronic document,in accordance with the
Commission’srules and regulations on electronic filing.

SEC.14.Form of Articles of Incorporation.–Unless otherwise prescribed by special law,

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the articles of incorporation of all domestic corporations shall comply substantially with the
following form:

Articles of Incorporation
of

(Name of Corporation)

The undersigned incorporators, all of legal age, have voluntarily agreed to form a (stock)
(nonstock)corporation under the laws of the Republic of the Philippines and certify the
following:

First: That the name of said corporation shall be“ , Inc., Corporation or
OPC”;

Second: That the purpose or purposes for which such corporation is incorporated are: (If
there is more than one purpose, indicate primary and secondary purposes);

Third: That the principal office of the corporation is located in the City/Municipality of
,Province of ,Philippines;

Fourth:That the corporation shall have perpetual existence or a term of_

years from the date of issuance of the certificate ofincorporation;

Fifth: That the names, nationalities, and residence addresses of the incorporators of the
corporation are as follows:

Name Nationality Residence

Sixth: That the number of directors or trustees of the corporation shall be

; and the names, nationalities, and residence addresses of the first directors or trustees of the
corporation are as follows:
Name Nationality Residence

Seventh: That the authorized capital stock of the corporation is PESOS

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(P ), divided into shares with the par value of
PESOS(P ) per share. (In case all the shares are without par value): That the capital
stock of thecorporation is shares without parvalue.

(In case some shares have par value and some are without par value): That the capitalstock
of said corporation consists of shares, of which
shares have a par value of PESOS
(P ) each, andofwhich shares are without parvalue.

Eighth: That the number of shares of the authorized capital stock above-stated has been
subscribed as follows:

Name of Nationality No. of Shares Amount Amount Paid

Subscriber Subscribed Subscribed

(Modify No. 8 if shares are with no-par value. In case the corporation is nonstock, Nos. 7
and 8 of the above articles maybe modified accordingly, and it is sufficient if the articles state the
amount of capital or money contributed or donated by specified persons, stating the names,
nationalities, and residence addresses of the contributors or donors and the respective amount
given byeach.)

Ninth:That has been elected by the subscribers as Treasurer of

the Corporation to act as such until after the successor is duly elected and qualified in accordance
with the bylaws, that as Treasurer, authority has been given to receive in the name and for the
benefit of the corporation, all subscriptions, contributions or donations paid or given by the
subscribers or members, who certifies the information set forth in the seventh and eighth clauses
above, and that the paid-up portion of the subscription in cash and/or property for the benefit and
credit of the corporation has been duly received.
Tenth: That the incorporators undertake to change the name of the corporation immediately
upon receipt of notice from the Commission that another corporation, partnership or person has
acquired aprior right to the use of such name,that the name has been declared not distinguishable
from a name already registered or reserved for the use of another corporation, or that it is
contrary to law, public morals, good customs or public policy.

Eleventh: (Corporations which will engage in any business or activity reserved for Filipino
citizens shall provide the following):

“No transfer of stock or interest which shall reduce the ownership of Filipino citizen
stoless than the required percentage of capital stock as provided by existing laws shall be allowed
or permitted to be recorded in the proper books of the corporation, and this restriction shall be

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indicated in all stock certificates issued by thecorporation.”

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this

day of ,20 in the City/Municipality of , Provinceof ,
Republic of the Philippines.

(Names and signatures of the incorporators)

(Name and signature of Treasurer)

SEC. 15. Amendment of Articles of Incorporation. – Unless otherwise prescribed by this

Code or by special law, and for legitimate purposes, any provision or matter stated in the articles
of incorporation may be amended by a majority vote of the board of directors or trustees and the
vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding
capital stock,without prejudice to the appraisal right of dissenting stock holder sin accordance
with the provisions of this Code. The articles of incorporation of a nonstock corporation may be
amended by the vote or written assent of majority of the trustees and at least two-thirds (2/3) of
themembers.

The original and amended articles together shall contain all provisions required by law to
be set out in the articles of incorporation. Amendments to the articles 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,with a statement that the
amendments have been duly approved by the required vote of the stockholders or members, shall
be submitted to the Commission.

The amendments shall take effect upon their approval by the 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.

SEC. 16. Grounds When Articles of Incorporation or Amendment May be Disapproved.

– The Commission may disapprove the articles of incorporation or any amendment thereto if the
same is not compliant with the requirements of this Code: Provided, That the Commission shall
give the incorporators, directors, trustees, or officers a reasonable time from receipt of the
disapproval within which to modify the objectionable portions of the articles or amendment. The
following are grounds for such disapproval:

(a) The articles of incorporation or any amendment thereto is not substantially in accordance
with the form prescribed herein;

(b)The purpose or purposes of the corporation are patently unconstitutional, illegal, immoral
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or contrary to government rules andregulations;

(c) Thecertificationconcerningtheamountofcapitalstocksubscribedand/orpaidisfalse;
and

(d)The required percentage of Filipino ownership of the capital stock under existing laws or
the Constitution has not been compliedwith.

No articles of incorporation or amendment to articles of incorporation of banks, banking

andquasi-bankinginstitutions,preneed,insuranceandtrustcompanies,NSSLAS,pawnshops,and
other financial intermediaries shall be approved by the Commission unless accompanied by a
favorablerecommendationoftheappropriategovernmentagencytotheeffectthatsucharticlesor
amendment is in accordance withlaw.

SEC. 17. Corporate Name. – No corporate name shall be allowed by the Commission ifit
is not distinguishable from that already reserved or registered for the use of another corporation,
or if such name is already protected by law, or when its use is contrary to existing law, rules and
regulations.

A name is not distinguishable even if it contains one or more of the following:

(a) The word “corporation”, “company”, “incorporated”, “limited”, “limited liability”, or

an abbreviation of one of such words;and

(b) Punctuations,articles,conjunctions,contractions,prepositions,abbreviations,different
tenses, spacing, or number of the same word orphrase.

The Commission, upon determination that the corporate name is: (1) not distinguishable
fromanamealreadyreservedorregisteredfortheuseofanothercorporation;(2)alreadyprotected by
law; or (3) contrary to law, rules and regulations, may summarily order the corporation to
immediately cease and desist from using such name and require the corporation to register a new
one. The Commission shall also cause the removal of all visible signages, marks, advertisements,
labels, prints and other effects bearing such corporate name. Upon the approval of the new
corporatename,theCommissionshallissueacertificateofincorporationundertheamendedname.

IfthecorporationfailstocomplywiththeCommission’sorder,theCommissionmayhold the
corporation and its responsible directors or officers in contempt and/or hold them
administratively, civilly and/or criminally liable under this Code and other applicable lawsand/or
revoke the registration of the corporation.

SEC. 18. Registration, Incorporation and Commencement of Corporate Existence. – A

personorgroupofpersonsdesiringtoincorporateshallsubmittheintendedcorporatenametothe
Commission for verification. If the Commission finds that the name is distinguishable from a
namealreadyreservedorregisteredfortheuseofanothercorporation,notprotectedbylawandis
notcontrarytolaw,rulesandregulations,thenameshallbereservedinfavoroftheincorporators. The
incorporators shall then submit their articles of incorporation and bylaws to theCommission.

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 IftheCommissionfindsthatthesubmitteddocumentsandinformationarefullycompliant with
the requirements of this Code, other relevant laws, rules and regulations, the Commission shall
issue the certificate ofincorporation.

A private corporation organized under this Code commences its corporate existence and
juridicalpersonalityfromthedatetheCommissionissuesthecertificateofincorporationunderits
official seal and thereupon the incorporators, stockholders/members and their successors shall
constitute a body corporate under the name stated in the articles of incorporation for the period of
time mentioned therein, unless said period is extended or the corporation is sooner dissolved in
accordance withlaw.

SEC. 19. De facto Corporations. – The due incorporation of any corporation claiming in
goodfaithtobeacorporationunderthisCode,anditsrighttoexercisecorporatepowers,shallnot be
inquired into collaterally in any private suit to which such corporation may be a party. Such
inquiry may be made by the Solicitor General in a quo warrantoproceeding.

SEC. 20. Corporation by Estoppel. – All persons who assume to act as a corporation
knowingittobewithoutauthoritytodososhallbeliableasgeneralpartnersforalldebts,liabilities and
damages incurred or arising as a result thereof: Provided, however, That when any such
ostensible corporation is sued on any transaction entered by it as a corporation or on any tort
committedbyitassuch,itshallnotbeallowedtouseitslackofcorporatepersonalityasadefense.
Anyonewhoassumesanobligationtoanostensiblecorporationassuchcannotresistperformance
thereof on the ground that there was in fact nocorporation.

SEC. 21. Effects of Non-Use of Corporate Charter and Continuous Inoperation. – If a

corporation does not formally organize and commence its business within five (5) years from the
date of its incorporation, its certificate of incorporation shall be deemed revoked as of the day
following the end of the five (5)-year period.

However, if a corporation has commenced its business but subsequently becomes

inoperativeforaperiodofatleastfive(5)consecutiveyears,theCommissionmay,afterduenotice and
hearing, place the corporation under delinquentstatus.

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 A delinquent corporation shall have a period of two (2) years to resume operations and
comply with all requirements that the Commission shall prescribe. Upon compliance by the
corporation, the Commission shall issue an order lifting the delinquent status. Failure to comply
with the requirements and resume operations within the period given by the Commission shall
cause the revocation of the corporation’s certificate of incorporation.

The Commission shall give reasonable notice to, and coordinate with the appropriate
regulatory agency prior to the suspension or revocation of the certificate of incorporation of
companies under their special regulatory jurisdiction.

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