PAGE 1 OF 5 GUZREV 2019 REVISED CORPORATION CODAL BREAKDOWN | DE LA SALLE UNIVERSITY – COLLEGE OF LAW REVISED COPORATION CODE MIDTERMS REVIEWER (2019) By: Julius Guzman Note: I only included the important amended provisions. TITLE I GENERAL PROVISIONS DEFINITIONS AND CLASSIFICATIONS SEC. 1. TITLE OF THE CODE. •The code shall be known as the “Revised Corporation Code of the Philippines”SEC. 2. CORPORATION DEFINED. •Corporation:1. An artificial being;2. Created by operation of law;3. Having the right to succession; 4. Has the powers, attributes, and properties expressly authorized by law or incidental to its existence. SEC. 6. CLASSIFICATION OF SHARES. •Banks, trust and 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. SEC. 7. FOUNDERS’ SHARES •Founders’ shares may be given certain rights and privleges not enjoyed by the owners of other stocks. •GR: 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 5 years from the date of incorporation. •XPN:Such exclusive right shall not be allowed if its exercise will violate the following: oCA 108 or “Anti-Dummy Law”; oRA 7042 or “Foreign Investments Act of 1991” SECTION 8. REDEEMABLE SHARES •subject to rules and regulations issued by the Commission. TITLE II INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS SEC. 10. NUMBER AND QUALIFICATIONS OF INCORPORATORS GR:Any person, partnership, association or corporation, singly or jointly with others but not more than 15 in number, may organize a corporation. XPN: Following persons not allowed to organize as a corporation: 1. natural persons who are licensed to practice a profession; and 2. Partnerships or associations organized for the purpose of practicing a profession. XPN to XPN: Unless otherwise provided by special laws. NUMBER OF INCORPORATORS: •Not more than 15. •Note: RCC removed the minimum number of incorporators. QUALIFICATIONS OF INCORPORATORS 1. Natural persons 2. Legal age; and 3. Must own or be a subscribe to at least 1 share of the capital stock. SUMMARY OF ONE PERSON CORPORATION (SEE TITLE XII, CHAPTER III OF THE CODE) GR: A corporation with single stockholder, provided that only a natural person, trust, or an estate may form one-person corporation. XPN: Following are the corporations not allowed to form one-person corp. 1. Banks & Quasi-Banks 2. Preneed; 3. Trust; 4. Insurance; 5. Public & Public-listed companies; 6. Non-Charted GOCC; and 7. Natural persons who is licensed to exercise a profession. MINIMUM CAPITAL STOCK GR: OPC not required to have a minimum authorized Capital Stock.