Salient features .

of the NEW CORPORATION CODE, RA 11232 that took

effect March 8, 2019

Prepared by: Dr. J?P. LiAw

13?Cuy

Even as laws have been enacted to address

emerging markets in the Philippines, the
basic law on corporations Big. 68, or the Corporation Code
-
Batas Pambansa has remained -

mostly intact since it went into effect in 1980. It had been noted that the Corporation Code had
numerous stringent incorporation and regulatory requirements which discouraged investors and
Filipino entrepreneurs from entering -the local market. These concerns have led to· the
enactment of the Revised Corporation Code of the Philippines (Republic Act No. 11232) that
seeks to update the 38-year-old Corporation Code in a bid to make the Philippines an
attractive investment destination. On 20 February 2019, President Rodrigo Duterte
signed into law Republic Act No. 11232, otherwise known as the Revised ·

Corporation
Code of the Philippines (the "New Code''), in a bid to make the Philippines an attractive
investment destination that is conducive to business and entrepreneurship under the
modern period. The revision of the old Corporation Code is very timely given the-
country's fall in the World Bank's Ease of Doing Business Report 2019, where it slipped
to 124th from 113th out of 190 countries.
"·
,.

This new law may be considered as landmarka legislation updating the 38-year-
old Corporation Code of the Philippines (the "Old Code") in response to global business.
demands and practices. The· new legal framework introduces fresh concepts aligned
with international best practices aimed to strengthen corporate governance standards
that are critical in our bid to improve the country's business climate and make our
economy more competitive with the rest of the world.

It has been asserted that this prominent legislation will remove the barriers hindering
the entry of both small and large enterprises in will improve and provide less the market, it
burdensome requirements of doing business in the country affording more protection to
corporations and stockholders and promoting good corporate governance as well as
strengthening and simplifying standards for a more streamlined business environment.

The New Code

purposely directs to improve ease of doing business and
modernize procedures to improve and elevate the standards in the country's corporate
setting in line with existing international best practices. The amendments are focused
on "removing barriers hindering the entry of both small and large enterprises into the ·? .

Philippine
.,
market" as it aims to foster smoother transactions in pursuing business in our
country; with this legislation it easier now for local business owners and investors to
register their businesses with the Securities and Exchange Commission.

Featured below are some of the key changes introduced by the Revised Code.