Stock Corporation

definition

amendments of artcle of incorporation

stockholder/ board of trustees

filling of vacancies
Dissolution
Term of office
withdrawal
law
Non-Stock Corporation

a non-stock corporation is one where no part of

its income is distributable as dividends to its
members, trustees, or officers, subject to the
provisions of this Code on dissolution: Provided,
That any profit which a non-stock corporation
may obtain as an incident to its operations
shall, whenever necessary or proper, be used
for the furtherance of the purpose or purposes
for which the corporation was organized,
subject to the provisions of this Title.

may be formed or organized for charitable,

religious, educational, professional, cultural,
fraternal, literary, scientific, social, civic
service, or similar purposes, like trade,
industry, agricultural and like chambers, or any
combination thereof, subject to the special
provisions of this Title governing particular
classes of non-stock corporations.

Unless otherwise provided in the articles of

incorporation or the by-laws, the board of
trustees of non-stock corporations, which may
be more than fifteen (15) in number as may be
fixed in their articles of incorporation or by-
laws. The number of trustees should not be less
than five (5).

3 years
Special Corporation

A Special Corporation is a corporation that is

governed by special laws

Educational corporation- not be less than five

(5) nor more than fifteen (15)
Religious corporation- may be incorporated by
one or more persons.)
Close Corporation
A close corporation, within the meaning of this
Code, is one whose articles of incorporation provide
that: (1) All the corporation's issued stock of all
classes, exclusive of treasury shares, shall be held
of record by not more than a specified number of
persons, not exceeding twenty (20); (2) all the
issued stock of all classes shall be subject to one or
more specified restrictions on transfer permitted by
this Title; and (3) The corporation shall not list in
any stock exchange or make any public offering of
any of its stock of any class. Notwithstanding the
foregoing, a corporation shall not be deemed a close
corporation when at least two-thirds (2/3) of its
voting stock or voting rights is owned or controlled
by another corporation which is not a close
corporation within the meaning of this Code.

vote of at least two-thirds (2/3) of the outstanding

capital stock, whether with or without voting rights
or such greater proportion of shares as may be
specifically provided in the articles of corporation.

not exceeding twenty (20)

Foreign Corporation

a foreign corporation is one formed, organized or

existing under any laws other than those of the
Philippines and whose laws allow Filipino citizens
and corporations to do business in its own
country or state. It shall have the right to
transact business in the Philippines after it shall
have obtained a license to transact business in
this country in accordance with this Code and a
certificate of authority from the appropriate
government agency.

of a foreign corporation authorized to transact

business in the Philippines are amended, such
foreign corporation shall, within sixty (60) days
after the amendment becomes effective, file with
the Securities and Exchange Commission, and in
the proper cases with the appropriate
government agency, a duly authenticated copy of
the articles of incorporation or by-laws, as
amended