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MINUTES OF THE ANNUAL MEETING OF THE BOARD OF DIRECTORS The annual meeting of the Board of Directors of ___, a ___ Corporation, was held on ___, 20___, immediately following the annual meeting of
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FAQ

Revised Corporation Code is Now in Effect. On 20 February 2019, Philippine President Rodrigo Duterte signed into law Republic Act (RA) No. 11232 or the Revised Corporation Code of the Philippines (Revised Code). The Revised Code expressly repeals Batas Pambansa Blg.

The Corporation Code of the Philippines (Batas Pambansa Bilang 68), which was approved and became effective on May 1, 1980, is the law that governs the rules and regulations in the establishment and operation of stock and non-stock corporations in the Philippines.

Under the Revised Code, a corporation shall have perpetual existence unless its articles of incorporation provide otherwise. This new law repeals the prior 50 year maximum corporate term. The new law grants perpetual existence to corporations whose corporate terms have not yet expired.

Corporation, definition: Within the context of Philippine law, a "corporation" is treated as an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence [Sec. 2, Corporation Code].

ONE PERSON CORPORATION The Old Code required at least five (5) stockholders to form a corporation. Under the New Code, a one person corporation (“OPC”) may now be formed by a single stockholder, who may be a natural person, trust or an estate.

There are four major classifications of corporations: (1) nonprofit, (2) municipal, (3) professional, and (4) business. Business corporations are divided into two types, publicly held and closely held corporations.

For a stock corporation, the number of directors must be at least five (5) but not more than fifteen (15). For a non-stock corporation, the number of trustees must be at least five (5) and could be more than fifteen.

There are four major classifications of corporations: (1) nonprofit, (2) municipal, (3) professional, and (4) business. Business corporations are divided into two types, publicly held and closely held corporations.

The Board shall be composed of at least five (5) but not more than fifteen (15) members elected by shareholders. Public companies shall have at least two (2) independent directors or such independent directors shall constitute at least twenty percent (20%) of the members of such Board, whichever is the lesser.

Generally speaking, most states allow one individual to hold all offices. (nonprofit corporations are required to have at least 3 directors). There is no limit to the number of shareholders a corporation can have (except if the entity opts to be treated as an S Corporation.

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