ASSOCIATION OF CERTIFIED

PUBLIC ACCOUNTANTS IN
PUBLIC PRACTICE
2019 ACCOUNTANCY WEEK

The Revised Corporation

Code of the Philippines

Atty. EMMANUEL Y. ARTIZA

SEC General Accountant
 Overview

•Revised Corporation Code –Salient Features

•Proposed Memorandum Circulars on the
Implementation of Certain Provisions of the
Code:
• Guidelines on the Numbers and Qualifications of
Incorporators
• Guidelines on the Revival of Corporations with
Expired Term
 SALIENT FEATURESOF
THEREVISED
CORPORATIONCODE
RepublicAct No.11232
Effective: 23 February 2019

3
 THE REVISEDCORPORATIONCODE
4
 President Rodrigo R. Duterte signed The Revised Corporation Code of the
Philippines into law atthe Rizal Hall in MalacañanPalace onFebruary 20,2019.
5
 aimed at improving ease ofdoing
business in the country, affording
moreprotection to corporations
andstockholders andpromoting
good corporate governance.

aligned with the10-point

Repealed Batas
economic agendaof the
PambansaBlg.
President, specifically on
68, or
increasing the economy's
"TheCorporation competitiveness and
Code of the
improving theease of doing
REVISEDCORPORATIONCODE
Philippines“
business in the country.

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 SALIENT FEATURESOF
THE REVISEDCORPORATIONCODE

01 02 03

ONE PERSON PERPETUAL NOMINIMUM

CORPORATION CORPORATE CAPITALSTOCK
TERM

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 SALIENT FEATURESOF
THE REVISEDCORPORATIONCODE

04 05 06

INDEPENDENT
ELECTRONIC
DIRECTORSAND EMERGENCY
NOTICES&REMOTE
COMMUNICATIONS COMPLIANCE BOARD
OFFICER

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 SALIENT FEATURESOF
THE REVISEDCORPORATIONCODE

07 08

ALTERNATIVE ELECTRONIC FILING

DISPUTE AND MONITORING
RESOLUTION SYSTEM

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 1 ONE PERSON
CORPORATION (OPC)*
(Chapter IIIArticles115 to 132)
RevisedCorporationCodeof the Philippines

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 CORPORATENAME
The suffix “OPC” should be indicated
by the one person corporation either
below or at the end of its corporate
name.

SINGLESTOCKHOLDERAS
DIRECTORANDOFFICER
The single stockholder shall be the
sole director and president of the
OPC.
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 MINIMUMCAPITALSTOCK
NOT REQUIRED
The OPC is not required to have a
minimum authorized capital stock except
as otherwise provided by special law.

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 FOREIGN NATIONAL
A foreign natural person may put up
an OPC, subject to the applicable
constitutional and statutory
restrictions on foreign participation
in certain investment areas or
activities.

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 01 Banks
WHO ARE NOT
ALLOWED TO 02 Non-Bank Financial Institutions
FORM OPCs?
03 Quasi-Banks
04 Pre-need,Trust and InsuranceCompanies
05 Public and Publicly ListedCompanies
06 Non-CharteredGOCCs
A natural person who islicensedto exercisea
07 professionmaynot organize asanOPCfor the
purposeof exercising suchprofession exceptas
14 otherwise providedunder speciallaws.
15
 2 PERPETUAL
CORPORATETERM*
*DraftMemorandumCircularfor
publiccommentuntilApril5,2019

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 PERPETUALCORPORATETERM

01 02 03
for existing and fosters longevity expired
future registration
that can translate
corporations papers to apply
to long-term and
unless provided sustainable for the revival of
otherwise in their projects and their corporate
articles of investments existence
incorporation. together with all
(Sec. 11) the rights and
privileges under
their certificates
of incorporation.

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 3 NO MINIMUM
CAPITALSTOCK

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 No Minimum Capital
Stock Requirement
• Stock corporations shall not be required
to have a minimum capital stock,
except as otherwise specifically
provided by special law. (Sec.12)

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 4 ELECTRONIC NOTICES

& REMOTE
COMMUNICATIONS

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 Use of remote communication
such as videoconferencing and
teleconferencing during
stockholder meetings.
Stockholders may also
participate and vote in absentia.
(Sec. 23)

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 Directors or trustees may also
participate and vote in regular
and special meetings through
remote communication.
However, they cannot join or
cast their votes by proxyat
board meetings. (Sec. 52)

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 5
INDEPENDENT
DIRECTORSAND
COMPLIANCEOFFICER
CORPORATIONSVESTEDWITH PUBLIC INTEREST (SEC. 22)

ADDITIONAL REGULATORYCONDITIONS:
o Have independent directors constituting at least twenty percent
(20%) of the board (Sec.22)
o Required to electa complianceofficer upon organization. (Sec.24)
o Required to submitadditional annual reports to theSEC,such as:
a. Adirector/trustee compensation report (Sec. 29),and
23 b. Adirector/trustee appraisal or performance report. (Sec.177)
 LISTOFCORPORATIONSWITH PUBLIC INTEREST (SEC. 22)

1.Corporations covered bySection 17.2 of theSRC:

a. those whose securities are registered withSEC,
b. corporations listed with an exchange, or
c. with assets of at least Fifty million pesos (P50,000,000.00)and
having two hundred (200)or moreholders of shares, with at least one
hundred (100)shares ofa class of its equity shares;

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 LISTOFCORPORATIONSWITH PUBLIC INTEREST (SEC. 22)

2. Banks and quasi-banks, non-stock savings and loan associations,

pawnshops, corporations engaged in money service business, pre-need,
trust and insurance companies, and other financial intermediaries; and

3. Othercorporations engaged in business vested with public interest

similar to theabove, as may be determined by theCommission.

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 6
EMERGENCY BOARD

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 START
Emergency Board (Sec. 28)

when a vacancy in a
corporation's board of directors
prevents the remaining directors vacancy may be temporarily
from constituting a quorum and filled from among the officers
consequently from making of the corporation by a
emergency actions required to unanimous vote of the
prevent grave, substantial and remaining directors ortrustees.
irreparable lossordamage.

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 7 ALTERNATIVE
DISPUTE
RESOLUTION

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 Alternative Dispute Resolution

• An arbitration agreement may be provided in the articles of incorporation or

bylaws
• The arbitration agreement should indicate the number of arbitrators and the
procedure fortheir appointment
• Disputes between the corporation, its stockholders or members, which arise
from the implementation of the articles of incorporation or bylaws, or from
intra-corporate relations, shall be referredtoarbitration. (Sec. 181)
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8 ELECTRONIC FILINGAND
MONITORINGSYSTEM
 ELECTRONIC FILINGAND
MONITORINGSYSTEM
The articles of incorporation and applications for
amendments thereto may be filed with the
Commission in the form of an electronic
document, in accordance with the Commission’s
rules and regulations on electronic filing. (Sec.13)

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PROPOSED SEC
MEMORANDUM
CIRCULARS
 GUIDELINES ON THE NUMBER AND
QUALIFICATIONS OF INCORPORATORS
UNDER THE REVISED CORPORATION CODE
 Number of Incorporators

• New Domestic Corporation

• Two (2) or more persons but nor more than fifteen

• One Person Corporation

• SEC Memorandum Circular No. 7 Series of 2019 – Guidelines on the
Establishment of a One Person Corporation
 Qualifications of Incorporators
• Must own , or be a subscriber to, at least One (1) share of the
capital stock
• Incorporators of non-stock corporation must be a member of the
corporation
• Natural person/s
• Must be of legal age; and
• Must personally sign the articles of Incorporation/By-Laws

• SEC Registered partnership/s

• Partners Affidavit executed by all partners that they have authorized the
partnership in the corporation to be formed and that that have designated
one of the partners to become signatory to the incorporation documents
• Partnership under “DISSOLVED “ of “EXPIRED” status with the Commission shall
not be authorized to become an incorporator
 Qualifications of Incorporators
• SEC-registered corporation/s or association/s in good standing
• Investment in the new corporation must be approved by a majority of the
board of directors or trustees and ratified by the stockholders at a meeting
duly called for the purpose
• at least two-thirds (2/3) of the outstanding capital stock
• at least two-thirds (2/3) of the members in case of non-stock

• Directors/Trustees’ Certificate or a Secretary’s Certificate, under oath,

indicating the necessary approvals as well as the authorized signatory to the
incorporation documents
• Domestic corporations under “DELINQUENT”, “SUSPENDED”, “REVOKED” OR
“EXPIRED” status shall not be authorized to become an incorporator
• Foreign corporation/s
• Board of Resolution, duly authenticated by a Philippine Consulate or with an
apostille affixed thereto, authorizing the foreign corporation to invest in the
corporation being formed and specifically naming the designated signatory
on behalf of the corporation
• Signatories of the Articles of Incorporation
• Must indicate the capacity upon which he/she is affixing his/her
signatures
• Individual designated to sign on behalf of an incorporator, which is not a
natural person must also disclose the name of his/her principal
• Taxpayer Identification Number (TIN) of the principal, as well as the
designated signatory, SHOULD BOTH be indicated in the Articles of
Incorporation

• Designation of Incorporators as Directors or Trustees

• An individual who signs the Articles on behalf of an incorporator, which is
not a natural person, MAY NOT BE named as a director or trustee, unless
when the said individual is also the owner of one (1) share of stock or is a
member of the corporation being formed
GUIDELINES ON THE REVIVAL OF EXPIRED CORPORATIONS
(Pursuant to Section 11 of the Revised Corporation Code)
 Requirements on the Revival of Expired Corporations
• Verified Petition for the revival of its corporate existence
• Required to be published in a newspaper of general circulation upon filing
• Must be in accordance with the SEC Rules of Procedures
• Signed by a majority of the board of directors for stock corporation or trustees for
non-stock corporation, the corporate secretary, and corporate treasurer
• Must contain the following statements:
• That the revival of the corporate term was approved by a vote of at least two-thirds (2/3)
of the outstanding capital stock or members for non-stock corporation

• If there has been a change in the composition of the stockholders (or members, for non-
stock corporation) since the expiration of term
• 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 its corporate existence, or the date of
the directors or trustees approval of the Petition , whichever is later
• That the signatories are the duly elected directors or trustees and officers of the Petitioner;
• That as of the date of filing of the Petition for Revival, there is no Intra-corporate
controversy; and
• That no third person nor government agency will be prejudiced by the revival of the
Petitioner’s corporate term
 Requirements on the Revival of Expired
Corporations
• Payment of filing fee – P3,060.00 for the Petition and filing fee for the
extension of term based on the present authorized capital pursuant
to SEC Consolidated Schedule of Fees and Charges

• Parties in interest may file a Verified Opposition to the Petition for

Revival
• Required attachments to the Petition, among others:
•Photocopy of Articles of Incorporation/By-laws
•Revived Articles of Incorporation
• GIS/AFS
•Monitoring clearance
•Tax Clearance Certificate
 Other Important Provisions

• Favorable recommendation of the appropriate government

agency, for banks, banking and quasi-banking institutions,
preneed, insurance and trust companies, non-stock savings and
loan associations (NSSLAs), pawnshops, corporations engaged in
money service business, and other financial intermediaries
• An expired corporation which has completed the liquidation of its
asset shall not be allowed to revive its corporate existence
• A corporation whose Certificate of Registration has been revoked
for reasons or causes other than the non-filing of reports (GIS and
FS) shall not be allowed to revive its corporate existence.
• A corporation dissolved by the Commission by virtue of Sections
6(c) and 6 (d) of Presidential Decree No. 902-A, as amended, shall
not be allowed to revive its corporate existence
• A corporation whose Certificate of Registration has been
suspended and whose term of existence has expired may revive
its corporate existence, provided, however, it must file the proper
Petition to Lift its Suspend Status, which may be incorporated in its
Petition to Revive its corporate existence, and must settle the
corresponding penalties thereof.
 Other Important Provisions
• The revival of corporate existence shall not be applicable to
expired or dissolved corporations which already availed of re-
registration, in accordance with Memorandum Circular No. 6 series
of 2015 (Guidelines on the Use of Corporate Names of Corporations
with Dissolved and Revoked Certificates of Registration), except
when the new re-registered corporation has changed its corporate
name to a name that is distinguishable from that of the Petitioner

• To extend the benefit of Section 185 of the Revised Corporation

Code to revived corporations, a revived corporation shall be given
a period of two (2) years from the issuance of Certificate of Revival
to comply with the provisions of the RCC

• The revival of the corporate existence is without prejudice to the

appraisal right of dissenting stockholders in accordance with the
provisions of the RCC

• The Rules of Procedure of the Commission and the Rules of Court of

the Philippines shall apply suppletorily to these Guidelines
 It’s Easy @SEC!

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Thank you..