R.A.

# 11232 : REVISED CORPORATION CODE OF THE PHILIPPINES

Vote Percentage for
Transactions
Stock Corporations
Title II: Incorporation and Organization of Private
Corporations

Majority of its outstanding

Sec. 11: Corporate Term
capital stockholders
Majority vote of Board of Directors or
Sec. 15: Amendment of Articles of
at least 2/3 of its outsatanding capital
Incorporation stockholders

Title III: Board of Directors/Trustees and

Officers
Sec. 27: Removal of Directors or At least 2/3 of its outstanding
Trustees capital stockholders
Sec. 28: Vacancies in the Office of Director At least majority of the
or Trustee; Emergency Board remaining directors
Sec. 31: Dealings of Directors, Trustees or
Officers with the Corporation

corporation vested with public interest, material At least 2/3 of the entire member of the
board with at least a majority of the
contracts are approved by; independent directors

At least 2/3 of the outstanding capital

where any of the 3 conditions is absent, such contract
stockholders or at least 2/3 of the members
may be ratified by the vote of;
in the meeting

Sec. 33: Disloyalty of a Director

Vote of the stockholders owning or

unless the act (obtaining profits to the prejudice of
such corporation) is ratified by a vote;
representing at least 2/3 of the
outstanding capital stock

Title IV: Powers of Corporations

Sec. 36: Power to Extend or Shorten At least 2/3 of the outstanding capital
Corporate Term stock or of its member

Sec. 37: Power to Increase or Decrease Majority vote of the board of

Capital Stock; Incur, Create or Increase dirctors and by 2/3 of the
Bonded Indebtedness. outstanding capital stock
Sec. 38: Power to Deny Preemptive Right -
Stockholders representing 2/3 of
(Preemptive Rights shares issued in good faith
with the approval of) the Outstanding Capital Stock

Sec. 39: Sale or Other Dsiposition of At least 2/3 of the outstanding capital
stockholders or at least 2/3 of the
Assets stockholders' or members in the meeting
Sec. 41: Power to Invest Corporate Funds Approved by Majority of the Board of
in Another Corporation or Business or Directors and Ratified by 2/3 of the
for any Other Purpose outstanding capital stockholders

At least 2/3 of the outstanding

Sec. 42: Power to Declare Dividends
capital stockholders

Sec. 43: Power to Enter into At least 2/3 of the total outstanding
Management Contract capital stockholder entitled to vote

Title V: BYLAWS

At least a majority of the

Sec. 45: Adoption of Bylaws
outstanding capital stockholders

At least a majority or 2/3 of the

Sec. 47: Amendment To Bylaws
outstanding capital stockholders

Title IX: Merger and Consolidation

Sec. 76: Stockholders' or Members' Affirmative Vote must be 2/3 of

Approval - (Sec. 75: Plan of Merger and the outstanding capital
Consilidation) stockholders

Approved by Majority vote of the respective

amendment to the plan of merger or Board of Directors and Ratified by 2/3 of the
outstanding capital stock or of 2/3 of the
consolidation members of each of the constituent corporations

Title XII: Close Corporations

Sec. 102: Amendment of Articles of

---
Incorporation

Title XIII: Special Corporations - Chapter

II Religious Coporations

Sec. 114: Religious Societies ---

Title XIV: Dissolution

Dissolution may be affected by majority vote of

Sec. 134: Volutary Dissolution Where the board of directors and by resolution adopted
No Creditors are Affected by the affirmative vote of at least majority of
the outstanding capital stockholders
Sec. 135: Voluntary Dissolution Where
Creditors are Affected: Procedure and
Contents of Petition
Majority of the corporation's
Petition shall be signed by
board of directors

At least 2/3 of the outstanding

Dissolution was resolved upon by
capital stockholders
ODE OF THE PHILIPPINES
Vote Percentage for
Non-Stock Corporations

At least a majority of the members

Majority of trustees and at least

2/3 of the members

At least 2/3 of its members

At least majority of the remaining

trustees

At least majority of the entire

member of the trustees

At least 2/3 of the members in the

meeting

---

At least 2/3 of the outstanding capital

stock or of its member

Majority of the board of trustees

and of at least 2/3 of the members

---

At least a majority of the trustees

in the office
 Approved by Majority of the Board of
Trustees and Ratified by 2/3 of the members

---

At least 2/3 of the members

At least a majority of the members

At least a majority or 2/3 of the

members

Affirmative Vote must be 2/3 of

the members

Approved by Majority vote of the respective Board

of Trustees and Ratified 2/3 of the members of
each of the constituent corporations

At least 2/3 of the outstanding capital

stockholders

Affirmative Vote at meeting must

be at least 2/3 of its membership

Dissolution may be affected by majority vote of the

board of trustees and by resolution adopted by the
affirmative vote of at least majority of the members
of the meeting
Majority of the corporation's board
of trustees

At least 2/3 of the members at

meeting