Finally, after 38 years, Batas Pambansa Bilang 68, otherwise known as the Corporation Code of the Philippines, has been amended with the signing into law of The Revised Corporation Code of the Philippines (R.A. 11232) by Pres. Rodrigo Duterte last February 20, 2019.
According to the president in his ceremonial speech, Republic Act 11232 “seeks to simplify corporate governance standards and establish a more business friendly environment that will enable corporations and other juridical entities to thrive.”
It has been prevalent in the news reports that the salient features of the Revised Corporation Code of the Philippines are the following
- It does away with the minimum number of incorporators from five and now allows a one-person corporation;
- Removes the minimum capitalization requirement;
- Allows stockholders to vote using remote communication;
- Grants unto the Securities and Exchange Commission the power to remove directors;
- Sets the default life of the corporation to perpetual.
- Provides protection to minority stockholders
This revision of the corporation code of the Philippines is long overdue because after almost four decades from its original enactment, times have changed and the provisions of the law are no longer at par in the modern world.
The updated corporation code R.A.11232 is expected to ease the requirements of doing business in the Philippines, particularly in the registration of the business, voting and compliance with reportorial requirements.
Senator Franklin Drilon was the principal author of the Senate version of the bill, while Congressman Henry Ong of the 2nd District of Leyte was the principal author for the house version. The final version is signed by Rep. Gloria Macapagal-Arroyo as Speaker of the House of Representatives and Sen. Vicente Sotto III as president of the Senate.
The new law R.A. 11232 takes effect after completion of publication in the Official Gazette or in at least two newspapers of general circulation and hopefully, the implementing rules and regulations of the law will follow suit soon. You can view or download the full text of the R.A. 11232 Revised Corporation Law in the links below.
SEC MC7 S. 2019 – One Person Corporation (OPC) Guidelines
Republic Act No. 11313- The Safe Spaces Act of 2019
R.A. 11210 – The Expanded Maternity Leave Law – Signed Into Law By Pres. Duterte, Feb. 20, 2019 (Full Text)