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Revised Corporation Code - Chapter 1Versión en línea
General Provisions
1
law
operation
created
law
succession
properties
existenc
authorized
powers
or
its
to
by
right
incidental
of
expressly
artificial
being
of
by
attributes
and
A
corporation
is
an
,
having
the
and
the
,
,
2
shares
dividends
nonstock
divided
stock
corporations
Stock
shares
allotments
nonstock
authorized
distribute
to
capital
corporations
held
shares
stock
surplus
into
profits
Corporations
formed
or
organized
under
this
Code
may
be
or
corporations
.
are
those
which
have
and
are
to
the
holders
of
such
,
,
or
of
the
on
the
basis
of
the
.
All
other
corporations
are
.
3
provisions
charter
supplemented
them
primarily
law
creating
special
Corporations
created
by
special
laws
or
charters
shall
be
governed
by
the
provisions
of
the
or
or
applicable
to
them
,
by
the
of
this
Code
,
insofar
as
they
are
applicable
.
4
incorporation
corporation
corporation
members
forming
a
members
compose
stockholders
signatories
composing
the
of
articles
originally
shareholders
the
stockholders
in
mentioned
Corporators
are
those
who
,
whether
as
or
in
a
stock
corporation
or
as
a
in
a
nonstock
corporations
.
Incorporators
are
those
or
as
and
and
who
are
thereof
.
5
substantially
articles
Dissolution
liable
bonded
echange
consolidation
incorporation
stated
value
incorporation
voting
rights
authorized
fully
value
mortgage
series
of
Adoption
liquidation
pledge
equal
of
decrease
associations
creating
dividends
Investment
articles
all
funds
Each
other
share
capital
capital
bylaws
amendment
trust
shares
other
Merger
value
building
voting
corresponding
par
paid
disposition
articles
stated
par
terms
stock
all
conditions
Preferred
of
rights
loan
respects
corporate
rights
lease
class
increasing
Sale
preferences
redeemable
public
Increase
insurance
all
incorporations
utilities
restrictions
corporations
indebtedness
Amendment
Five
banks
privileges
Incurring
companies
nonassessable
preferred
in
complete
preneed
The
classification
of
shares
,
their
,
,
,
and
their
par
,
if
any
,
must
be
indicated
in
the
.
shall
be
to
every
other
share
,
except
as
otherwise
provided
in
the
.
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
share
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
"
"
or
"
"
shares
,
unless
otherwise
provided
in
this
Code
:
Provided
,
That
there
shall
be
a
or
of
shares
with
.
Holders
of
nonvoting
shares
shall
nevertheless
be
entitled
to
vote
on
the
following
matters
;
(
a
)
of
the
of
;
(
b
)
and
of
;
(
c
)
,
,
,
,
,
or
of
or
of
the
corporate
property
;
(
d
)
,
,
or
;
(
e
)
or
of
;
(
f
)
or
of
the
corporation
with
another
corporation
or
other
corporations
;
(
g
)
in
another
corporation
or
business
in
accordance
with
this
Code
;
and
(
h
)
of
the
corporation
.
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
.
The
shares
or
series
of
shares
may
or
may
not
have
a
:
Provided
,
That
,
,
,
and
,
,
and
,
and
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
.
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
,
or
such
other
:
Provided
,
That
preferred
shares
of
stock
may
be
issued
only
with
a
.
The
board
of
directors
,
where
authorized
in
the
articles
of
incorporation
,
may
fix
the
and
of
preferred
shares
of
stock
or
any
series
thereof
:
Provided
,
further
,
That
such
terms
and
conditions
shall
be
effective
upon
filing
of
a
certificate
thereof
with
the
Securities
and
Exchange
Commission
,
hereinafter
referred
to
as
the
"
Commission
"
.
Shares
of
capital
stock
issued
without
par
value
shall
be
deemed
and
and
the
holder
of
such
shares
shall
not
be
to
the
corporation
or
to
its
creditors
in
respect
thereto
:
Provided
,
That
no
-
par
value
shares
must
be
issued
for
a
consideration
of
at
least
pesos
(
?
5
.
00
)
per
share
:
Provided
,
further
,
That
the
entire
consideration
received
by
the
corporation
for
its
no
-
par
value
shares
shall
be
treated
as
and
shall
not
be
available
for
distribution
as
.
A
corporation
may
further
classify
its
shares
for
the
purpose
of
ensuring
compliance
with
constitutional
or
legal
requirements
.
6
108
be
Dummy
vote
Law
directors
Investments
Foreign
Investments
five
rights
Foreign
of
5
privileges
date
1991
Anti
voted
of
Act
1991
7042
Act
of
incorporation
Founders'
shares
may
be
given
certain
and
not
enjoyed
by
the
owners
of
other
stock
.
Where
the
exclusive
right
to
and
for
in
the
election
of
is
granted
,
it
must
be
for
a
limited
period
not
to
exceed
(
)
years
from
the
:
Provided
,
That
such
exclusive
right
shall
not
be
allowed
if
its
exercise
will
violate
Commonwealth
Act
No
.
,
otherwise
known
as
the
"
-
"
;
Republic
Act
No
.
,
otherwise
known
as
the
"
"
;
and
otherwise
known
as
"
"
;
and
other
pertinent
laws
.
7
of
earnings
the
existence
period
fixed
articles
expressly
of
expiration
regardless
retained
of
incorporation
unrestricted
Redeemable
shares
may
be
issued
by
the
corporation
when
provided
in
the
.
They
are
shares
which
may
be
purchased
by
the
corporation
.
They
are
shares
which
may
be
purchased
by
the
corporation
from
the
holders
of
such
shares
upon
the
of
a
,
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
.
8
issued
directors
lawful
donation
other
reasonable
board
paid
redemption
fully
disposed
purchase
reacquired
price
means
of
Treasury
shares
are
shares
of
stock
which
have
been
and
for
,
but
subsequently
by
the
issuing
corporation
through
,
,
,
or
some
.
Such
shares
may
again
be
of
for
a
fixed
by
the
.
|
Haz clic en A o HA que aparecen en la columna de la derecha, según corresponda en el texto.