Você está na página 1de 2

10 Distinctions between the Old the New corporation code

1. One-person corporations. The Revised Code removes the minimum number of incorporators required to
establish a corporation; the old Code had prescribed a minimum of five incorporators. The Revised Code goes as
far as to permit an individual to form a one-person corporation. The allowance of one-person corporations makes
it easier for small to medium-sized business owners to incorporate, thus providing a viable alternative for sole
proprietors. (Sec. 10)

2. Arbitration agreements embedded in articles of incorporation or bylaws. The Revised Code allows for an
arbitration agreement to be provided in the articles of incorporation (AOI) or bylaws of a corporation. With such
an agreement in place, disputes between the corporation, its stockholders or members that arise from the
implementation of AOI or bylaws or from intracorporate relations shall now be referred to arbitration. Disputes
involving criminal offenses or the interests of third parties remain non-arbitrable. (Sec. 181)

3. Perpetual existence. Under the Old Code, a corporation has a term limit of 50 years, unless extended. Its
existence is deemed dissolved upon expiration of the term. Under the New Code, the default rule is that a
corporation shall have perpetual existence, unless otherwise specified in the Articles of Incorporation. As
transition, corporations existing prior to the effectivity of the New Code shall have a perpetual term unless the
corporation, upon the required vote of its stockholders, notifies the SEC that it elects to retain its specified term.

4. Minimum capital stock. The Old Code required that at least 25% of the authorized capital stock must be
subscribed, and at least 25% of the total subscription must be paid by the stockholders, provided that the
minimum paid-up capital shall not be lower than Php5,000.00. The New Code removed the aforementioned 25%
subscription, payment and minimum paid-up capital requirements. The New Code states that “stock corporations
shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law.”

5. Incorporators, directors, trustees, and officers. The New Code removed the minimum number of
incorporators, directors and trustees, which stood as five (5) under the Old Code. It appears that the New Code
allows juridical persons to act as incorporators unlike the Old Code which limits incorporators to natural persons.

6. Remote Participation. The Revised Code now allows members of the board of directors or trustees of every
corporation to participate in meetings through remote communication such as videoconferencing,
teleconferencing or other alternative modes of communication that allow them reasonable opportunities to
participate. (Sec. 52) Stockholders or members may also be allowed to vote during stockholders meetings through
remote communication or in absentia, but only if the corporate bylaws authorize voting through such means. (Sec.
49) The exception, as earlier mentioned, is in the case of corporations vested with public interest, where
stockholders and members are entitled to vote to elect directors or trustees through remote communication or in
absentia even without a provision in the bylaws that authorizes voting through those means.

7. Revival of existence. A corporation whose term has expired may apply for revival of corporate existence. Upon
approval by the SEC, the corporation shall be deemed revived and shall also be deemed to have perpetual
existence, unless its application for revival provides otherwise.

8. Corporate Powers. Under Section 35 of the RCC, additional powers are expressly granted to corporations,
namely: the power to enter into a partnership, joint venture or any other commercial agreement with a natural
person or another corporation [Sec. 35 (h)]; and, for domestic corporations, the power to donate to a political
party or candidate or for purposes of partisan political activity [Sec. 35 (j)].
9. Issuance of no-par value shares of stocks. The corporations not allowed to issue no-par value shares now
include preneed corporations and other corporations authorized to obtain or access funds from the public. The
restriction applies to the covered corporations, whether publicly listed or not.

10. Foreign Corporations. The new law provides that within 60 days from issuance by the SEC of a license to
transact business to a branch office of a foreign corporation, said branch must deposit acceptable securities to the
SEC with an actual market value of at least P500,000.00 for the benefit of present and future creditors of the
licensee. In addition, within 6 months after the fiscal year of the licensee, the SEC may require the licensee to
deposit additional securities or financial instruments equivalent in market value to 2% of the amount by which the
licensee’s gross income exceeds P10,000,000.00 (Sec. 143). A domestic corporation who acts as a resident agent
of a foreign corporation must be of sound financial standing and must show proof that it is in good standing as
certified by the SEC (Sec. 144).