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Title I: GENERAL PROVISIONS, DEFINITIONS AND

CLASSIFICATIONS

Introduction to the Revised Corporation Code

EFFECTIVITY
R.A. 11232 provides that it shall take effect upon completion of its publication in the Official
Gazette or in at least two newspapers of general circulation. R.A. 11232 was published in Manila
Bulletin and the Business Mirror on 23 February 2019. The Revised Corporation Code,
therefore, took effect on 23 February 2019.
PRIOR LAW
Prior to the effectivity of the Revised Corporation Code on 23 February 2019, the law which
governs the registration and operation of corporations in the Philippines is Batas Pambansa Blg.
68, otherwise known as the "Corporation Code of the Philippines." B.P. 68, which became law
on 1 May 1980, was expressly repealed by R.A. 11232. [Sec. 187]
EFFECT ON EXISTING CORPORATIONS
A corporation lawfully existing and doing business in the Philippines affected by the new
requirements of the Revised Corporation Code shall be given a period of not more than two (2)
years from its effectivity within which to comply (Sec. 185).
APPLICABILITY TO SPECIAL LAWS
Nothing in R.A. 11232 shall be construed as amending existing provisions of special laws
governing the registration, regulation, monitoring and supervision of special corporations such as
banks, nonbank financial institutions and insurance companies.
Notwithstanding any provision to the contrary, regulators such as the Bangko Sentral ng
Pilipinas (BSP) and the Insurance Commission (IC) shall exercise primary authority over special
corporations such as banks, nonbank financial institutions, and insurance companies under their
supervision and regulation. [Sec. 183]
JURISDICTION OVER PARTY-LIST ORGANIZATIONS
The powers, authorities, and responsibilities of the Securities and Exchange Commission (SEC)
involving party-list organizations are transferred to the Commission on Elections (COMELEC).
Within six (6) months after the effectivity of R.A. 11232, the monitoring, supervision, and
regulation of such corporations shall be deemed automatically transferred to the COMELEC
(Sec. 182). [See also Powers and Jurisdiction of the SEC]
SALIENT CHANGES
There are numerous substantial changes in the Revised Corporation Code. For instance, One
Person Corporations are now allowed. Corporations now have perpetual existence by default,
instead of the maximum of 50 years under the old law. These changes, as well as the rest of the
discussions, will be listed in the Table of Contents.

Classification of Shares in the Philippines: The Revised Corporation Code

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. Each share shall be equal in
all respects to every other share, except as otherwise provided in the articles of incorporation and
in the certificate of stock. These are the relevant provisions in the Revised Corporation Code
(Republic Act No. 11232).
CLASSES/SERIES OF SHARES
The shares in stock corporations may be divided into classes or series of shares, or both.
A corporation may further classify its shares for the purpose of ensuring compliance with
constitutional or legal requirements.
NONVOTING SHARES
Certain shares may be deprived of voting rights, provided that there shall always be a class or
series of shares with complete voting rights. Nonvoting shares may nevertheless vote in certain
instances. [See Non- Voting Shares under the Revised Corporation Code]
PAR VALUE
The shares or series of shares may or may not have a par value. However, the following shall not
be permitted to issue no-par value shares of stocks:
banks
trust
insurance
pre-need companies
public utilities
building and loan associations, and
other corporations authorized to obtain or access funds from the public, whether publicly listed
or not
NO-PAR VALUE
No-par value shares must be issued for a consideration of at least Five pesos (P5) per share. The
entire consideration received by the corporation for its no-par value shares shall be treated as
capital and shall not be available for distribution as dividends.
Shares of capital stock issued without par value shall be deemed fully paid and non-assessable
and the holder of such shares shall not be liable to the corporation or to its creditors in respect
thereto.
PREFERRED SHARES
Preferred shares of stock issued by a corporation may be given preference in the distribution of
dividends and in the distribution of corporate assets in case of liquidation, or such other
preferences.
Preferred shares must always be issued with a stated par value.
The board of directors, where authorized in the articles of incorporation, may fix the terms and
conditions of preferred shares of stock or any series thereof. Such terms and conditions shall be
effective upon filing of a certificate thereof with the Securities and Exchange Commission.
*FOUNDERS' SHARES
Founders' shares may be given certain rights and privileges not enjoyed by the owners of other
stocks. 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 five (5) years from the date of incorporation:
Provided, That such exclusive right shall not be allowed if its exercise will violate
Commonwealth Act No. 108, otherwise known as the "Anti-Dummy Law"; Republic Act No.
7042, otherwise known as the "Foreign Investments Act of 1991"; and other pertinent laws.
REDEEMABLE SHARES
Redeemable shares may be issued by the corporation when expressly provided in the articles of
incorporation. They are shares which may be purchased by the corporation from the holders of
such shares upon the expiration of a fixed period, regardless of the existence of unrestricted
retained earnings in the books of the corporation, and upon such other terms and conditions
stated in the articles of incorporation and the certificate of stock representing the shares, subject
to rules and regulations issued by the Securities and Exchange Commission (SEC).
TREASURY SHARES
Treasury shares are shares of stock which have been issued and fully paid for, but subsequently
reacquired by the issuing corporation through purchase, redemption, donation, or some other
lawful means. Such shares may again be disposed of for a reasonable price fixed by the board of
directors.
Non- Voting Shares under the Revised Corporation Code
Certain shares may be deprived voting rights under the articles of incorporation, a fact which
must be reflected in the certificate of stock. In any case, there shall always be a class or series of
shares with complete voting rights.
Only shares classified and issued as "preferred" or "redeemable" shares, unless otherwise
provided in the Revised Corporation Code.
*Notwithstanding any provision in the articles of incorporation, holders of nonvoting shares shall
nevertheless be entitled to vote on the following matters:
(a) Amendment of the articles of incorporation;
(b) Adoption and amendment of by- laws;
(c) Sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the
corporate property;
(d) Incurring, creating, or increasing bonded indebtedness;
(e) Increase or decrease of authorized capital stock;
(f) Merger or consolidation of the corporation with another corporation or other corporations;
(g) Investment of corporate funds in another corporation or business in accordance with the
Revised Corporation Code; and
(h) Dissolution of the corporation.
Except the foregoing instances, the vote required under the Revised Corporation Code to
approve a particular corporate act shall be deemed to refer only to stocks with voting rights.

*Guidelines and Procedures for the revival of Expired Corporations.

The Revised Corporation Code (Republic Act No. 11232) provides for the perpetual existence of
a corporation, unless its articles of incorporation provide otherwise. The Revised Corporation
Code also provides that a corporation whose term has expired ("Expired Corporation") may
apply for revival of its corporate existence. To provide the guidelines for the revival of Expired
Corporations, the Securities and Exchange Commission (SEC) issued SEC Memorandum
Circular No. 23, series of 2019.

*WHO MAY FILE FOR REVIVAL; WHERE FILED

The following corporations may file a Petition for Revival of Corporate Existence, which may be
filed with the SEC's Company Registration and Monitoring Department ("CRMD"), any SEC
Satellite Office, or any SEC Extension Office:
a. Generally, a corporation whose term has expired;
b. An Expired Corporation whose Certificate of Registration has been revoked for non-filing of
reports (e.g. General Information Sheet, and Audited Financial Statements), provided that it shall
file the proper Petition to Lift its Revoked Status, which may be incorporated in its Petition to
Revive, and must settle the corresponding penalties thereof;
c. An Expired Corporation whose Certificate of Registration has been suspended, provided that it
shall file the proper Petition to Lift its Suspended Status, which may be incorporated in its
Petition to Revive, and must settle the corresponding penalties thereof; or
d. An Expired Corporation whose corporate name has already been validly re-used, and is
currently being used, by another existing corporation duly registered with the SEC, provided that
the former shall change its corporate name within 30 days from the issuance of its Certificate of
Revival of Corporate Existence.
The required number of votes for the revival of an expired stock corporation is at least a
majority vote of the board of directors, and the vote of at least majority of the outstanding
capital stock. For nonstock corporations, at least a majority vote of the board of trustees, and
the vote of at least majority of the members.
EXEMPTIONS
In the broader interest of justice and in order to best serve public interest, the SEC may, in
particular matter, exempt an Expired Corporation from the guidelines in exceptional cases and
apply such suitable, fair and reasonable procedure to improve the delivery of public service and
to assist the parties in obtaining a speedy and judicious disposition of cases.
WHO MAY NOT APPLY FOR REVIVAL
The following are not allowed to file a Petition for Revival of Corporate Existence:
a. An Expired Corporation which has completed the liquidation of its assets;
b. A corporation whose Certificate of Registration has been revoked for reasons other than non-
filing of reports (e.g. General Information Sheet, and Audited Financial Statements);
c. *A corporation dissolved by virtue of Sections 6(c) and 6(d) of Presidential Decree No. 902-A,
as amended by Presidential Decree No. 1799; or
*An Expired Corporation which already availed of re-registration, in accordance with
Memorandum Circular No. 13, series of 2019 (Amended Guidelines and Procedures on the Use
of Corporate and Partnership Names), or other memorandum circulars issued by the SEC
pertaining to re-registration, except when: (i) The re-registered corporation has given its consent
to the Petitioner to use its corporate name, and has undertaken to undergo voluntary dissolution
immediately after the issuance of the Petitioner's Certificate of Revival; or (ii) The re-registered
corporation has given its consent to the Petitioner to use its corporate name, and has undertaken
to change its corporate name immediately after the issuance of the Petitioner's Certificate of
Revival.
PROCEDURE FOR REVIVAL
a. Petitioner, or its duly authorized representative, shall file a verified Petition for the Revival of
Corporate Existence, in accordance with the SEC Rules of Procedure, and must contain the
following statements:
i. That the revival of Petitioner's corporate term was approved by a vote of at least majority of
the outstanding capital stock, or by at least majority of the members in the case of a nonstock
corporation;
ii. If there has been a change in the composition of the stockholders or members since the
expiration of Petitioner's corporate term, a Reconciliation of the changes in the composition of
the stockholders or members from the date of expiration of its corporate term up to the date of
stockholders' or members' approval of the resolution to file the Petition for Revival of Corporate
Existence, or the date of approval by the board of directors, or trustees in the case of a nonstock
corporation, of the filing of said Petition, whichever is later, which shall provide for, and refer to,
the supporting evidence (e.g. Deed of Sale, Deed of Assignment, Death Certificate of a
stockholder/member, and Extrajudicial Settlement of the Estate of a stockholder/member) of the
changes in the composition of the stockholders or members;
iii. That the undersigned are the duly elected directors or trustees, and officers of Petitioner;
iv. That, as of the date of filing of the Petition for Revival, no action or proceeding has been filed
or is pending before any court or tribunal involving an intra-corporate dispute or claim by any
person or group against the directors, officers, or stockholders of the Corporation;
v. That the revival of Petitioner's corporate term shall not cause damage, loss, or injury to any
third person or any government agency;
vi. If Petitioner's corporate name has already been validly reused, and is currently being used, by
another existing corporation duly registered with the SEC, that Petitioner shall change its
corporate name within 30 days from the issuance of its Certificate of Revival of Corporate
Existence (Petitioner must also state in its Petition its proposed new corporate name, which must
be duly reserved with the SEC); and
vii. If Petitioner is an expired corporation which already availed of re- registration, in accordance
with Memorandum Circular No. 13, Series of 2019 (Amended Guidelines and Procedures on the
Use of Corporate and Partnership Names), or other memorandum circulars issued by the
Commission pertaining to re-registration, that: (1) The re-registered corporation has given its
consent to the Petitioner to use its corporate name, and has undertaken to undergo voluntary
dissolution immediately after the issuance of the Petitioner's Certificate of Revival; or (2) The re-
registered corporation has given its consent to the Petitioner to use its corporate name, and has
undertaken to change its corporate name immediately after the issuance of the Petitioner's
Certificate of Revival.
(b) Within 15 days from filing. Petitioner shall publish in a newspaper of general circulation its
Petition for Revival, stamped "Received" by the SEC, with the corresponding docket number.
(c) Within 15 days from publication, Petitioner shall file with the SEC the following pieces of
evidence of the publication of the Verified Petition for Revival in a newspaper of general
circulation: (1) Affidavit of the Newspaper's Editor-in-Chief/Managing Editor/Content Editor
attesting to the fact of publication of the Petition for Revival; and (2) Actual newspaper cutout of
the publication showing the date and name of the newspaper, and all the pages of the Petition
with its attachments.
(d) Parties in interest may file a Verified Opposition to the Petition for Revival, with a clear
statement of the grounds relied upon, within 15 days from the date of publication of the verified
Petition for Revival. The party opposing the Petition for Revival shall serve to the Petitioner a
copy of the verified Opposition with its attachments, and shall attach proof of such service in the
verified Opposition to be filed with the SEC.
(e) The Petition for Revival, and any Opposition thereto, shall be verified in the same manner as
the verified Answer under Section 3-3, Rule III of Part II of the 2016 Rules of Procedure of the
Securities and Exchange Commission.
(f) A party in interest shall file with the SEC the original documents along with 3 copies thereof,
which shall be properly marked.
(g) Upon filing of the Petition for Revival or during a scheduled conference, Petitioner, or its
duly authorized representative, shall pre-mark all evidence to be introduced, and shall present the
original documents for comparison with the photocopies of the supporting documents attached
with the Petition for Revival. A party opposing the Petition for Revival, upon filing of the
Opposition or during a scheduled conference, shall pre-mark all evidence to be introduced. The
parties shall make accessible to the adverse party the original of the evidence presented, in order
to verify and compare in case of doubt on its authenticity. In lieu of a scheduled conference, the
Petitioner or a party opposing the Petition for Revival may stipulate in their respective Petition or
Opposition that each of the documents submitted is an authentic copy of the original, complete,
and all statements and information provided therein are true and correct.
(h) The SEC may call the parties for a Clarificatory Conference to clarify factual and legal
issues.
(i) If the SEC finds that the Petition is meritorious, it shall grant the Petition and issue a
Certificate of Revival of Corporate Existence, which shall be evidence of Petitioner's revival,
together with all the rights and privileges under its Certificate of Incorporation and subject to all
its duties, debts and liabilities existing prior to the revival of its corporate term.
(j) The Certificate of Revival shall provide for a perpetual term of existence unless a specific
corporate term is stated by the applicant corporation in the verified Petition for Revival.
DOCUMENTARY REQUIREMENTS
Petitioner shall file with, and refer to in, its Petition for Revival the following documents:
(a) Photocopy of Petitioner's Certificate of Incorporation and Articles of Incorporation;
(b) Photocopy of Petitioner's Certificate of Filing of Amended Articles of Incorporation, with the
respective Amended Articles of Incorporation, if Petitioner's Articles of Incorporation were
amended;
(c) Revived Articles of Incorporation, consisting of Petitioner's latest Amended Articles of
Incorporation and the proposed changes in the corporate term to be effected by the revival, which
shall be underlined;
(d) Petitioner's duly accomplished General Information Sheet ("GIS") as of the date of expiration
of its corporate term, or an equivalent document, such as, but not limited to, the Secretary's
Certificate indicating the list of stockholders and officers with the corresponding stockholdings;
(e) Notarized list of stockholders or members as of the date of approval of the revival, stating
their names, their nationalities, and number of shares subscribed, amount subscribed and paid, or
the respective members' contributions for nonstock corporations, certified by the Corporate
Secretary;
(f) If there has been a change in the composition of the stockholders or members since the
expiration of Petitioner's corporate term, the GIS of the Petitioner as of the date of stockholders'
or members' approval of the resolution to file the Petition for Revival of its corporate existence,
or the date of the board of directors' or trustees' approval of the filing of the said Petition,
whichever is later;
(g) Photocopy of the supporting evidence (e.g. Deed of Sale with the Certificate Authorizing
Registration, Deed of Assignment, Death Certificate of a stockholder/member, and Extrajudicial
Settlement of the Estate of a stockholder/member) referred to in the Reconciliation of the
changes in the composition of the stockholders or members;
(h) Photocopy of Petitioner's Audited Financial Statements as of the date of expiration of its
corporate term, , and for the year immediately preceding, as audited by an independent Certified
Public Accountant;
(i) Photocopy of Petitioner's Audited Financial Statements as of a date not exceeding 120 days
prior to the date of filing of the Petition for Revival, and for the year immediately preceding, as
audited by an independent Certified Public Accountant;
(k) A favorable recommendation of the appropriate government agency in the case of banks,
banking and quasi-banking institutions, preneed, insurance and trust companies, NSSLAs,
pawnshops, corporations engaged in money service business, and other financial intermediaries;
(l) If Petitioner's corporate name has already been validly reused, and is currently being used, by
another existing corporation duly registered with the SEC, Proof of Reservation of Petitioner's
Proposed New Corporate Name; and
(m) If Petitioner is an expired corporation which already availed of re- registration, in
accordance with Memorandum Circular No. 13, series of 2019 (Amended Guidelines and
Procedures on the Use of Corporate and Partnership Names), or other memorandum circulars
issued by the Commission pertaining to re-registration, Certification, under oath, issued by the
Corporate Secretary of the re-registered corporation stating that: (i) the re-registered corporation
has given its consent to the Petitioner to use its corporate name, and has undertaken to undergo
voluntary dissolution immediately after the issuance of the Petitioner's Certificate of Revival; or
(ii) the re-registered corporation has given its consent to the Petitioner to use its corporate name,
and has undertaken to change its corporate name immediately after the issuance of the
Petitioner's Certificate of Revival.
ADDITIONAL REQUIREMENT FOR CERTAIN CORPORATIONS
No application for revival of certificate of incorporation of banks, banking and quasi-banking
institutions, preneed, insurance and trust companies, NSSLAs, pawnshops, corporations engaged
in money service business, and other financial intermediaries shall be approved by the
Commission unless accompanied by a favorable recommendation of the appropriate government
agency.
PERIOD TO COMPLY WITH NEW REQUIREMENTS
A revived corporation shall be given a period of 2 years from the issuance of its Certificate of
Revival to comply with the provisions of the Revised Corporation Code, unless otherwise
provided in these guidelines.
APPRAISAL RIGHT
The revival of the corporate existence is without prejudice to the appraisal right of dissenting
stockholders in accordance with the provisions of the Revised Corporation Code.
SEC Memorandum Circular No. 23 dated 21 November 2019 was published in Philippine Star
and Manila Times on 6 December 2019.