REVISED CORPORATION CODE OF THE PHILIPPINES
SEC 2. Corporation Defined
“A corporation is an artificial being created by
operation of law, having the right of
succession, powers, attributes and properties
expressly authorized by law or incidental to its
existence “
CLASSES OF CORPORATION
1. Stock Corporation
- capital stock is divided into shares
and are authorized to distribute
 Dividends
 Allotments
on the Surplus profits on the basis of the
number of shares held.
2. Nonstock Corporation
- all other corporations are nonstock.
Definition of Terms
Corporators- those who compose a corporation
Stock corp.- shareholders/stockholders
Nonstock corp.- members
Incorporators- are those stockholders or
members mentioned in the articles of
incorporation as originally forming and
composing the corporation and who are
signatories
SHARES
“The classification of shares, their
corresponding rights, privileges or restrictions
and their stated par value, if any, must be
indicated in the Articles of Incorporation”
Equality
- each share shall be equal in all
respect to every other share EXCEPT as
otherwise provided in the articles of
incorporation and in the certificate of stock.
Voting Rights
- NO share may be deprived of voting
rights except those classified and issued as
“preferred” or “redeemable” shares
Holders of Nonvoting shares
- shall nevertheless be entitled on the
matters as provided except for voting to
APPROVE A PARTICULAR CORPORATE ACT
Par and No- Par Value Shares of Stocks
-shares or series of shares may or may
not have par value
EXCEPT for
1. Banks
2. Trust
3. Insurance
4. Preneed companies
5. Public utilities
6. Building and Loan associations
7. other corporations authorized to obtain or
access funds from the public (WHETHER
publicly listed or not)
- these companies are not permitted to
issue no-par value shares of stock
Preference Shares
 Given preference in dividends and
distribution of corporate assets in case
of liquidation
Provided
- may be issued only with a stated par
value.
Terms and Conditions
- the BOD where authorized in the
articles of incorporation may fix the terms and
conditions of preferred stocks
Effectivity of terms and conditions
- upon filing of a certificate with the
SEC, hereinafter referred to as the
“Commission”
NO-PAR VALUE SHARES
 shall be deemed fully paid and
nonassessable
 and the holder of such shares shall not
be liable to the corporation or to its
creditors in respect therto
Provided
- no-par value shares must be issued
for a consideration of at least P5.00 per share
- the entire consideration received for
this shares shall be treated as capital and shall
not be available for distribution as dividends
FOUNDERS’ SHARE
- may be given certain rights and
privileges not enjoyed by other shareholders
Provided
 When the exclusive right to vote and
be voted for in the election of directors
 REVISED CORPORATION CODE OF THE PHILIPPINES

is granted, it must be for a limited 2. Jointly (2-15) - NO extension be made earlier than 3
number of period years prior to the original or subsequent expiry
- not to exceed 5 years from Provided date(s)
incorporation - natural persons, partnerships or APPLICATION FOR REVIVAL
associations licensed for the purpose of - may apply for a revival of its
 exclusive right shall not be allowed if practicing a profession shall not be allowed to corporate existence, together with all the
its exercise will violate organize a corporation UNLESS otherwise rights and privileges under its certificate of
1. Commonwealth Act No. 108 “Anti- stated incorporation (subject to all its duties, debts
Dummy Law” and liabilities prior to its revival)
2. RA No. 7042 “Foreign Investments AGE Certificate of Revival – shall be issued
Act of 1991” - of legal age
3. other pertinent laws No application of Revival shall be approved
*Pertinent- relevant OWNERSHIP OF STOCKS from the ff UNLESS accompanied by a
REDEEMABLE SHARES - each incorporator must own or be a favorable recommendation of the appropriate
- may be issued by the corporation subscriber to at least 1 share of capital stock gov’t agency:
when expressly provided in the articles of 1. Banks
incorporation ONE PERSON CORPORATION 2. Banking and quasi-banking institutions
TREASURY SHARES - one stockholder 3. Preneed
- shares which have been issued and CORPORATE TERM 4. Insurance
fully paid, but subsequently reacquired by the - perpetual existence unless its articles 5. Trust companies
issuing corporation through: of incorporation provides otherwise 6. Non-stock savings and loan associations
1. Purchase Corporations with certificate of (NSSLAs)
2. Redemption incorporation issued prior to the effectivity of 7. Pawnshops
3. Donation or; this Code 8. Corporations engaged in money service
4. Some other lawful means - shall have perpetual existence business
- UNLESS the corporation, upon a vote 9. Other financial intermediaries
INCORPORATION AND ORGANIZATION of its stockholders representing a majority
OF PRIVATE CORPORATIONS notifies SEC that it elects to retain its specific MINIMUM CAPITAL STOCK NOT REQUIRED OF
WHO CAN INCORPORATE?- Any ; corporate term STOCK CORPORATIONS
1. Person ADJUSTMENT TO THE CORPORATE TERM
2. Partnership - may be extended or shortened by CONTAINED IN THE ARTICLES OF
3. Corporation amending the articles of incorporation INCORPORATION
NUMBER NEEDED 1. Name of the Corporation
1. Singly (1) Provided
 REVISED CORPORATION CODE OF THE PHILIPPINES

2. Specific purpose (may have more than one

stated purpose- indicate the primary and the
secondary
- nonstock corporation may not include
a purpose which would contradict its nature
3. Location Of The Principal Office Of The
Corporation- must be within the Philippines
4. Term- if they’ve not elected perpetual
existence
5. Names, nationalities and residence
addresses of incorporators
6. Number of directors (should not be more
than 15) or the number of trustees (may be
more than 15)
7. The names, nationalities and residence
addresses of persons acting as directors and
trustees until the first regular directors or
trustees are duly elected
8. Amount of authorized stock, #of shares, par
value or capital (nonstock), subscribers,
contributors (nonstock) names, nationalities
and residence
9. Other matters deemed necessary

ELECTRONIC DOCUMENT
- amendments may be filed in this form