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Summary of Votes Required For Corporate Act

- The document outlines the voting requirements for various corporate acts under Philippine law, including amendments to articles of incorporation, election of directors, removal of directors, increasing or decreasing capital stock, mergers and consolidations, and corporate dissolution. - It shows what level of approval is needed from the board of directors, stockholders, or quorum for each act, with some requiring majority approval and others requiring 2/3 approval. - For management contracts, approval of both the board and stockholders is typically required, but a higher 2/3 approval level from stockholders is needed if certain ownership thresholds regarding the managing and managed corporations are met.

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9K views1 page

Summary of Votes Required For Corporate Act

- The document outlines the voting requirements for various corporate acts under Philippine law, including amendments to articles of incorporation, election of directors, removal of directors, increasing or decreasing capital stock, mergers and consolidations, and corporate dissolution. - It shows what level of approval is needed from the board of directors, stockholders, or quorum for each act, with some requiring majority approval and others requiring 2/3 approval. - For management contracts, approval of both the board and stockholders is typically required, but a higher 2/3 approval level from stockholders is needed if certain ownership thresholds regarding the managing and managed corporations are met.

Uploaded by

Anj
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
  • Voting Requirements Overview

Summary of votes required for corporate act Majority of Majority of STOCKHOLDERS

BOD the
QUORUM of Majority 2/3
the BOD
Amendment of Articles of Incorporation (sec 16) ✓ ✓
Election of Directors or Trustees (sec 24&29) ✓
Removal of Director or Trustee (sec 28) ✓
Calling for special meeting for removal of director or trustee (sec ✓
28)
Filing of vacancy other than removal or expiration of term (sec 29) ✓
Compensation of directors (sec 30) ✓
Self-dealing director (sec 32) ✓
Interlocking director (sec 33) ✓
Disloyalty of a director (sec 34) ✓
Delegation of power to executive committee (sec 35) ✓
Extension or shortening of corporate term (sec 37) ✓ ✓
Increase or decrease of capital stock (sec 38) ✓ ✓
Incur, create, or increase bond indebtedness (sec 38) ✓ ✓
Denial of pre-emptive right (sec 39) ✓ ✓
Sale or disposition of all or substantially all of corporate ✓ ✓
property (sec 40)
Investment of corporate fund in another corporation other ✓ ✓
than for primary purpose (sec 42)
Declaration of stock dividend (sec 43) ✓ ✓
Management contract (sec 44)* ✓ ✓
Adoption of by-laws prior to incorporation (sec 46) Approved and signed by all the incorporators
Adoption of by-laws after incorporation (sec 46) ✓
Amendment of by-laws (sec 48) ✓ ✓
Delegation of power to the Board to amend the by-laws (sec 48) ✓
To revoke the delegated power given to the Board to amend the ✓
by-laws (sec 48)
Fixing the issuance price of no par value share by the BOD when ✓
authorized by the Articles of Incorporation (sec 62)
Fixing the issuance price of no par value share in the absence of ✓
price fixed in the articles of incorporation or authority given to the
BOD to dix the issuance price (sec 62)
Merger of consolidation (sec 77) ✓ ✓
Adopt a plan of distribution of assets of non stock ✓ ✓
corporation
Corporate dissolution (sec 118) ✓ ✓
*NB: those in bold letters are required to be approved by both the BOD and stockholders of members.

HOWEVER, in case (1) where a stockholder/s representing the same interest of both the managing and the managed corporations own or control
more than one-third (1/3) of the total outstanding capital stock entitled to vote of the managing corporation; or (2) where a majority of the members of
the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporation,
then the management contract must be approved by the stockholders of the managed corporation owning at least two-thirds (2/3) of the total
outstanding capital stock entitled to vote, or by at least two-thirds (2/3) of the members in case of a non-stock corporation (sec 44).

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