Revised Corporation Code of the Philippines: Full Text, Table of Discussions

REPUBLIC ACT NO. 11232

AN ACT PROVIDING FOR THE REVISED CORPORATION CODE OF THE PHILIPPINES 

TITLE I. GENERAL PROVISIONS, DEFINITIONS AND CLASSIFICATIONS [Full text: Secs. 1-9]

Summaries/Discussions:
* Glossary
* Classification of shares
* Nonvoting shares

* Introduction
* Revival of expired corporations

TITLE II. INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS [Full text: Secs. 10-21]

Summaries/Discussions:
How to register a corporation
* Contents of Articles of Incorporation
* Authentication of Articles of Incorporation
* Corporate term

* Guidelines on corporate names
* Names of expired corporations, re-registration
* Effects of inoperation

TITLE III. BOARD OF DIRECTORS/TRUSTEES AND OFFICERS [Full text: Secs. 22-34]

Summaries/Discussions:
* Board of Directors/Trustees
* Election of Directors

* Number and Qualifications
* Disqualifications of Directors/Trustees

TITLE IV. POWERS OF CORPORATIONS [Full text: Secs. 35-44]

Summary/Discussion:
* Preemptive rights

TITLE V. BYLAWS [Full text: Secs. 45-47]

Summary/Discussion:
* Bylaws under the RCP

TITLE VI. MEETINGS [Full text: Secs. 48-58]

Summary/Discussion:
* Teleconferencing, Videoconferencing, Other Electronic Means

TITLE VII. STOCKS AND STOCKHOLDERS [Full text: Secs. 59-72]

Summary/Discussion:
* Unpaid Subscription, Delinquent Stocks and Delinquency Sale

TITLE VIII. CORPORATE BOOKS AND RECORDS [Full text: Secs. 73-74]

TITLE IX. MERGER AND CONSOLIDATION [Full text: Secs. 75-79]

TITLE X. APPRAISAL RIGHT [Full text: Secs. 80-85]

TITLE XI. NONSTOCK CORPORATION [Full text: Secs. 86-94] 

TITLE XII. CLOSE CORPORATIONS [Full text: Secs. 95-104]

Summaries/Discussions:
* One Person Corporations

TITLE XIII. SPECIAL CORPORATIONS [Full text: Secs. 105-132]

Summary/Discussion:
* Close corporations
* Reportorial Requirements

* Registration Requirements, Application Process
* Who are Allowed to Create an OPC

TITLE XIV. DISSOLUTION [Full text: Secs. 133-139]

Summaries/Discussions:
* Trust Fund Doctrine
* Liquidation of insolvent corporations

* Corporate dissolution and liquidation
* Corporate rehabilitation

TITLE XV. FOREIGN CORPORATIONS [Full text: Secs. 140-153]

Summary/Discussion:
* Introduction to foreign corporations
* What constitutes doing business
* Resident agent designation
* Required securities deposit
Eleventh Foreign Investments Negative List

Registration of foreign-owned corporations
* Application of branch/ representative office
* Application of RHQ/ROHQ
Designation of resident agent
* Grounds to revoke license

TITLE XVI. INVESTIGATIONS, OFFENSES, AND PENALTIES [Full text: Secs. 154-172]

Summary/Discussion:
* Penalty for fraud or misrepresentation in AOI

* Penalty for false, inaccurate or misleading reports

TITLE XVII. MISCELLANEOUS PROVISIONS [Full text: Secs. 173-188]

Summaries/Discussions:
* Jurisdiction of the SEC
* Arbitration
* Intra-corporate disputes

*General Information Sheet (GIS) and Financial Statements (FS)
* Beneficial owners: Layers in corporations must be disclosed
P&L Law

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