Powers of a Corporation - Voting Requirements

Source: RA 11232 (Revised Corporation Code of the Philippines)

Vote Required from

Vote from Board of
Powers of the Corporation Vote from OCS/Members Holders of
Directors/Trustees
Nonvoting Shares
Election of corporate officers NO
Removal of corporate officers NO
Invest funds in the primary purpose NO
Invest funds to incidental purpose for which corporation is created NO
Incurring debt in the ordinary course of business NO
Sale or other disposition of assets - in the ordinary course of business Majority of the BOD/T NONE NO
Creation of special committees NO
Appointment of Members in the executive committee NO
Declaration of cash or property dividends NO
Fixing the issued value of no par value shares
NO
- If BOD/T is authorized in the AOI or Bylaws
Filling of vacancy in the Board
- If the cause is NOT expiration of term, removal, increase in number of directors; or Majority of the REMAINING BOD/T NONE NO
- If other causes and the remaining directors constitute a quorum
Filling of vacancy in the Board (Temporary Filling)
ALL of the REMAINING BOD/T NONE NO
- If the remaining directors DO NOT constitute a quorum & emergency action is required
Filling of vacancy in the Board
- If the cause is expiration of term, removal, increase in number of directors; or NO
- If other causes and the remaining directors DO NOT constitute a quorum
Fixing the issued value of no par value shares - If BOD/T is NOT authorized in the AOI or bylaws NO
Retention of corporate term NO
Adoption of bylaws after incorporation NONE Majority of OCS/Members YES
Revoke delegated power to amend bylaws NO
Allowing the executive committee to act on specific matters
Election of Directors NO
Fix compensation of Directors NO
Calling a special meeting to remove directors NO
Removal of Directors/Trustees NO
Delegation to the Board of the authority to amend the bylaws NO
Amendment of AOI of a close corporation NONE 2/3 of OCS/Members NO
Ratificaition of contracts of self-dealing directors NO
Ratify a disloyal director who acquires a business opportunity which should belong to the corporation NO
Amendment of Articles of Incorporation YES
Merger or consolidation YES
Sale or other disposition of assets - all or substantially all of corporate assets YES
Investment of corporate funds in another corporation or business YES
Incurring, creating, or increasing bonded indebtedness YES
Increasing or decreasing capital stock YES
Majority of the BOD/T 2/3 of OCS/Members
Petition for dissolution YES
Voluntary dissolution where creditors are affected YES
Extension or shortening of term NO
Declaration of stock dividends NO
Deny pre-emptive right NO
Plan of distribution of assets in Non-Stock Corporations (Present and consituting a quorum) NO
Voluntary dissolution where no creditors are affected YES
Request for dissolution YES
Majority of the BOD/T Majority of OCS/Members
Amend, adopt, or repeal NEW bylaws YES
Enter into Management Contract - Without interlocking directors (for both managed & managing corp) NO
Majority of the BOD/T Majority of OCS/Members (managing corp) &
Enter into Management Contract - With interlocking directors NO
(for both managed and managing corp) 2/3 of OCS/Members (managed corp)
@trialbalanz