The Revised Corporation Code removed the minimum requirement of number of incorporators and no more

1. Enumerate the major changes made by the Revised Corporation Code of the Philippines.
a. The Revised Corporation Code removed the minimum requirement of number of incorporators
and no more residency requirement. 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.
b. The corporate term limit of 50 years has been removed. A corporation can now enjoy a perpetual
existence unless the articles of incorporation provided otherwise.
c. No more 25% minimum subscription and paid up requirement at incorporation but still imposed
when there is an increase of authorized capital stock.
d. The corporate name must be distinguishable from a name that is already reserved or registered
for the use of another corporation or is not protected by law; or is not contrary to existing law,
rules and regulations.
e. Failure to commence business is now for a period of five (5) years (no longer for 2 years) from the
date of incorporation and its certificate of incorporation shall be deemed revoked. If a corporation
has commenced its business but subsequently becomes inoperative for a period of at least five
consecutive years shall be given a period of two (2) years to resume operations and comply with
all requirements that the Commission shall prescribe.
f. No minimum number of directors to incorporate and the maximum number of is retained at 15
for directors while removed for trustees. The residency requirement for the majority of the board
has been removed and the extension of term of trustees is increased from 1 year to 3 years.
g. The RCC allowed the stockholders, when authorized by the By-Laws or majority vote of the boards
of directors unless the corporation is vested with public interest, to vote through remote
communication methods or inabsentia and is considered present in determining the existence of
quorum.
h. When the vacancy of director or trustee is due to term expiration, the election should be held no
later than the day of such expiration; when vacancy is due to a removal, the election may be held
on the same day as the removal; but in both cases, no later than 45 days from the vacancy.
i. Election of an emergency director or emergency board is now allowed when there is no quorum
in the board of directors due to resignation, death or disqualification and emergency action is
required to prevent grave, substantial, and irreparable loss or damage to the corporation. The
vacancy may be temporarily filled from among the officers of the corporation by unanimous vote
of the remaining directors. The emergency director serves only to address the emergency and
ceases when a replacement director is elected.