Corporation Code of The Philippines
Corporation Code of The Philippines
Corporation Code of The Philippines
lassification of shares. - The shares of stock of Except as otherwise provided in the articles of
stock corporations may be divided into classes or series of incorporation and stated in the certificate of stock, each
BP Blg. 68
shares, or both, any of which classes or series of shares share shall be equal in all respects to every other share.
may have such rights, privileges or restrictions as may be
TITLE I
stated in the articles of incorporation: Provided, That no
GENERAL PROVISIONS Where the articles of incorporation provide for non-voting
share may be deprived of voting rights except those
shares in the cases allowed by this Code, the holders of
Definitions and Classifications classified and issued as "preferred" or "redeemable"
such shares shall nevertheless be entitled to vote on the
shares, unless otherwise provided in this Code: Provided,
following matters:
further, That there shall always be a class or series of
Section 1. Title of the Code. - This Code shall be known
shares which have complete voting rights. Any or all of the
as "The Corporation Code of the Philippines". 1. Amendment of the articles of incorporation;
shares or series of shares may have a par value or have no
par value as may be provided for in the articles of
Sec. 2. Corporation defined. - A corporation is an artificial incorporation: Provided, however, That banks, trust 2. Adoption and amendment of by-laws;
being created by operation of law, having the right of companies, insurance companies, public utilities, and
succession and the powers, attributes and properties building and loan associations shall not be permitted to
expressly authorized by law or incident to its existence. issue no-par value shares of stock. 3. Sale, lease, exchange, mortgage, pledge or other
disposition of all or substantially all of the corporate
property;
Sec. 3. Classes of corporations. - Corporations formed or Preferred shares of stock issued by any corporation may
organized under this Code may be stock or non-stock be given preference in the distribution of the assets of the
corporations. Corporations which have capital stock corporation in case of liquidation and in the distribution of 4. Incurring, creating or increasing bonded indebtedness;
divided into shares and are authorized to distribute to the dividends, or such other preferences as may be stated in
holders of such shares dividends or allotments of the the articles of incorporation which are not violative of the 5. Increase or decrease of capital stock;
surplus profits on the basis of the shares held are stock provisions of this Code: Provided, That preferred shares of
corporations. All other corporations are non-stock stock may be issued only with a stated par value. The
corporations. board of directors, where authorized in the articles of 6. Merger or consolidation of the corporation with another
incorporation, may fix the terms and conditions of corporation or other corporations;
Sec. 4. Corporations created by special laws or charters. - preferred shares of stock or any series thereof: Provided,
Corporations created by special laws or charters shall be That such terms and conditions shall be effective upon the 7. Investment of corporate funds in another corporation or
governed primarily by the provisions of the special law or filing of a certificate thereof with the Securities and business in accordance with this Code; and
charter creating them or applicable to them, Exchange Commission.
supplemented by the provisions of this Code, insofar as 8. Dissolution of the corporation.
they are applicable. Shares of capital stock issued without par value shall be
deemed fully paid and non-assessable and the holder of
Except as provided in the immediately preceding
Sec. 5. Corporators and incorporators, stockholders and such shares shall not be liable to the corporation or to its
paragraph, the vote necessary to approve a particular
members. - Corporators are those who compose a creditors in respect thereto: Provided; That shares without
corporate act as provided in this Code shall be deemed to
corporation, whether as stockholders or as members. par value may not be issued for a consideration less than
refer only to stocks with voting rights.
Incorporators are those stockholders or members the value of five (P5.00) pesos per share: Provided,
mentioned in the articles of incorporation as originally further, That the entire consideration received by the
corporation for its no-par value shares shall be treated as Sec. 7. Founders' shares. - Founders' shares classified as
forming and composing the corporation and who are
capital and shall not be available for distribution as such in the articles of incorporation may be given certain
signatories thereof.
dividends. rights and privileges not enjoyed by the owners of other
stocks, provided that where the exclusive right to vote and
Corporators in a stock corporation are called stockholders be voted for in the election of directors is granted, it must
or shareholders. Corporators in a non-stock corporation A corporation may, furthermore, classify its shares for the
be for a limited period not to exceed five (5) years subject
are called members. purpose of insuring compliance with constitutional or legal
to the approval of the Securities and Exchange
requirements.
Commission. The five-year period shall commence from
the date of the aforesaid approval by the Securities and Sec. 12. Minimum capital stock required of stock 5. The names, nationalities and residences of the
Exchange Commission. corporations. - Stock corporations incorporated under this incorporators;
Code shall not be required to have any minimum
authorized capital stock except as otherwise specifically
Sec. 8. Redeemable shares. - Redeemable shares may be 6. The number of directors or trustees, which shall not be
provided for by special law, and subject to the provisions
issued by the corporation when expressly so provided in less than five (5) nor more than fifteen (15);
of the following section.
the articles of incorporation. They may be purchased or
taken up by the corporation upon the expiration of a fixed
7. The names, nationalities and residences of persons who
period, regardless of the existence of unrestricted retained Sec. 13. Amount of capital stock to be subscribed and
shall act as directors or trustees until the first regular
earnings in the books of the corporation, and upon such paid for the purposes of incorporation. - At least twenty-
directors or trustees are duly elected and qualified in
other terms and conditions as may be stated in the articles five percent (25%) of the authorized capital stock as stated
accordance with this Code;
of incorporation, which terms and conditions must also be in the articles of incorporation must be subscribed at the
stated in the certificate of stock representing said shares. time of incorporation, and at least twenty-five (25%) per
cent of the total subscription must be paid upon 8. If it be a stock corporation, the amount of its authorized
subscription, the balance to be payable on a date or dates capital stock in lawful money of the Philippines, the
Sec. 9. Treasury shares. - Treasury shares are shares of
fixed in the contract of subscription without need of call, number of shares into which it is divided, and in case the
stock which have been issued and fully paid for, but
or in the absence of a fixed date or dates, upon call for share are par value shares, the par value of each, the
subsequently reacquired by the issuing corporation by
payment by the board of directors: Provided, however, names, nationalities and residences of the original
purchase, redemption, donation or through some other
That in no case shall the paid-up capital be less than five subscribers, and the amount subscribed and paid by each
lawful means. Such shares may again be disposed of for a
Thousand (P5,000.00) pesos. on his subscription, and if some or all of the shares are
reasonable price fixed by the board of directors.
without par value, such fact must be stated;
Sec. 14. Contents of the articles of incorporation. - All
TITLE II
corporations organized under this code shall file with the 9. If it be a non-stock corporation, the amount of its
INCORPORATION AND ORGANIZATION
Securities and Exchange Commission articles of capital, the names, nationalities and residences of the
OF PRIVATE CORPORATIONS
incorporation in any of the official languages duly signed contributors and the amount contributed by each; and
and acknowledged by all of the incorporators, containing
Sec. 10. Number and qualifications of incorporators. - Any substantially the following matters, except as otherwise 10. Such other matters as are not inconsistent with law
number of natural persons not less than five (5) but not prescribed by this Code or by special law: and which the incorporators may deem necessary and
more than fifteen (15), all of legal age and a majority of
convenient.
whom are residents of the Philippines, may form a private
1. The name of the corporation;
corporation for any lawful purpose or purposes. Each of
the incorporators of s stock corporation must own or be a The Securities and Exchange Commission shall not accept
subscriber to at least one (1) share of the capital stock of 2. The specific purpose or purposes for which the the articles of incorporation of any stock corporation
the corporation. corporation is being incorporated. Where a corporation unless accompanied by a sworn statement of the
has more than one stated purpose, the articles of Treasurer elected by the subscribers showing that at least
incorporation shall state which is the primary purpose and twenty-five (25%) percent of the authorized capital stock
Sec. 11. Corporate term. - A corporation shall exist for a
which is/are he secondary purpose or purposes: Provided, of the corporation has been subscribed, and at least
period not exceeding fifty (50) years from the date of
That a non-stock corporation may not include a purpose twenty-five (25%) of the total subscription has been fully
incorporation unless sooner dissolved or unless said period
which would change or contradict its nature as such; paid to him in actual cash and/or in property the fair
is extended. The corporate term as originally stated in the
valuation of which is equal to at least twenty-five (25%)
articles of incorporation may be extended for periods not
percent of the said subscription, such paid-up capital being
exceeding fifty (50) years in any single instance by an 3. The place where the principal office of the corporation
not less than five thousand (P5,000.00) pesos.
amendment of the articles of incorporation, in accordance is to be located, which must be within the Philippines;
with this Code; Provided, That no extension can be made
earlier than five (5) years prior to the original or Sec. 15. Forms of Articles of Incorporation. - Unless
4. The term for which the corporation is to exist;
subsequent expiry date(s) unless there are justifiable otherwise prescribed by special law, articles of
reasons for an earlier extension as may be determined by incorporation of all domestic corporations shall comply
the Securities and Exchange Commission.
substantially with the following form:
NAME NATIONALITY RESIDENCE Name of Subscriber Nationality No of Shares
. Amount
KNOW ALL MEN BY THESE PRESENTS: SIXTH: That the number of directors or trustees Name of Subscriber Amount Subscribed Total
The undersigned incorporators, all of legal age of the corporation shall be; and the names, Paid-In
and a majority of whom are residents of the nationalities and residences of the first directors (Modify Nos. 8 and 9 if shares are with no par
Philippines, have this day voluntarily agreed to or trustees of the corporation are as follows: value. In case the corporation is non-stock, Nos.
form a (stock) (non-stock) corporation under the NAME NATIONALITY RESIDENCE 7, 8 and 9 of the above articles may be modified
laws of the Republic of the Philippines; . accordingly, and it is sufficient if the articles
FIRST: That the name of said corporation shall . contributed or donated by specified persons,
SECOND: That the purpose or purposes for SEVENTH: That the authorized capital stock of amount given by each.)
which such corporation is incorporated are: (If the corporation is(P) PESOS in lawful money of TENTH: Thathas been elected by the subscribers
there is more than one purpose, indicate the Philippines, divided intoshares with the par as Treasurer of the Corporation to act as such
primary and secondary purposes); value of(P.) Pesos per share. until his successor is duly elected and qualified
THIRD: That the principal office of the (In case all the share are without par value): in accordance with the by-laws, and that as such
corporation is located in the City/Municipality That the capital stock of the corporation Treasurer, he has been authorized to receive for
of, Province of., Philippines; isshares without par value. (In case some shares and in the name and for the benefit of the
FOURTH: That the term for which said have par value and some are without par value): corporation, all subscription (or fees) or
corporation is to exist is. years from and after That the capital stock of said corporation contributions or donations paid or given by the
the date of issuance of the certificate of consists of. shares of whichshares are of the par subscribers or members.
incorporation; value of. (P.) PESOS each, and of which. shares ELEVENTH: (Corporations which will engage in
FIFTH: That the names, nationalities and are without par value. any business or activity reserved for Filipino
residences of the incorporators of the EIGHTH: That at least twenty five (25%) per cent citizens shall provide the following):
corporation are as follows: of the authorized capital stock above stated has "No transfer of stock or interest which shall
been subscribed as follows: reduce the ownership of Filipino citizens to less
trustees stating the fact that said amendment or
than the required percentage of the capital less than P5,000.00, in accordance with the
amendments have been duly approved by the required
stock as provided by existing laws shall be Corporation Code. vote of the stockholders or members, shall be submitted
to the Securities and Exchange Commission.
allowed or permitted to recorded in the proper .
books of the corporation and this restriction (Signature of Treasurer) The amendments shall take effect upon their approval by
shall be indicated in all stock certificates issued SUBSCRIBED AND SWORN to before me, a the Securities and Exchange Commission or from the date
of filing with the said Commission if not acted upon within
by the corporation." Notary Public, for and in the City/Municipality six (6) months from the date of filing for a cause not
IN WITNESS WHEREOF, we have hereunto of. Province of., thisday of.............., 19.......; attributable to the corporation.
Any corporation may be incorporated as a close 3. The stockholders of the corporation shall be subject to 3. If a stock certificate of any close corporation
corporation, except mining or oil companies, stock all liabilities of directors. conspicuously shows a restriction on transfer of stock of
exchanges, banks, insurance companies, public utilities, the corporation, the transferee of the stock is conclusively
educational institutions and corporations declared to be The articles of incorporation may likewise provide that all presumed to have notice of the fact that he has acquired
vested with public interest in accordance with the officers or employees or that specified officers or stock in violation of the restriction, if such acquisition
provisions of this Code. employees shall be elected or appointed by the violates the restriction.
stockholders, instead of by the board of directors.
The provisions of this Title shall primarily govern close 4. Whenever any person to whom stock of a close
corporations: Provided, That the provisions of other Titles Sec. 98. Validity of restrictions on transfer of shares. - corporation has been issued or transferred has, or is
of this Code shall apply suppletorily except insofar as this Restrictions on the right to transfer shares must appear in conclusively presumed under this section to have, notice
Title otherwise provides. the articles of incorporation and in the by-laws as well as either (a) that he is a person not eligible to be a holder of
in the certificate of stock; otherwise, the same shall not be stock of the corporation, or (b) that transfer of stock to
binding on any purchaser thereof in good faith. Said him would cause the stock of the corporation to be held by
Sec. 97. Articles of incorporation. - The articles of
restrictions shall not be more onerous than granting the more than the number of persons permitted by its articles
incorporation of a close corporation may provide:
existing stockholders or the corporation the option to of incorporation to hold stock of the corporation, or (c)
purchase the shares of the transferring stockholder with that the transfer of stock is in violation of a restriction on
1. For a classification of shares or rights and the transfer of stock, the corporation may, at its option, refuse
such reasonable terms, conditions or period stated
qualifications for owning or holding the same and to register the transfer of stock in the name of the
therein. If upon the expiration of said period, the existing
restrictions on their transfers as may be stated therein, transferee.
stockholders or the corporation fails to exercise the option
subject to the provisions of the following section;
to purchase, the transferring stockholder may sell his
shares to any third person. 5. The provisions of subsection (4) shall not applicable if
2. For a classification of directors into one or more classes, the transfer of stock, though contrary to subsections (1),
each of whom may be voted for and elected solely by a (2) of (3), has been consented to by all the stockholders of
Sec. 99. Effects of issuance or transfer of stock in breach
particular class of stock; and the close corporation, or if the close corporation has
of qualifying conditions. -
amended its articles of incorporation in accordance with
this Title.
6. The term "transfer", as used in this section, is not 5. To the extent that the stockholders are actively engaged contained in the articles of incorporation or to reduce a
limited to a transfer for value. in the management or operation of the business and quorum or voting requirement stated in said articles of
affairs of a close corporation, the stockholders shall be incorporation shall not be valid or effective unless
held to strict fiduciary duties to each other and among approved by the affirmative vote of at least two-thirds
7. The provisions of this section shall not impair any right
themselves. Said stockholders shall be personally liable for (2/3) of the outstanding capital stock, whether with or
which the transferee may have to rescind the transfer or
corporate torts unless the corporation has obtained without voting rights, or of such greater proportion of
to recover under any applicable warranty, express or
reasonably adequate liability insurance. shares as may be specifically provided in the articles of
implied.
incorporation for amending, deleting or removing any of
the aforesaid provisions, at a meeting duly called for the
Sec. 101. When board meeting is unnecessary or
Sec. 100. Agreements by stockholders. - purpose.
improperly held. - Unless the by-laws provide otherwise,
any action by the directors of a close corporation without
1. Agreements by and among stockholders executed a meeting shall nevertheless be deemed valid if: Sec. 104. Deadlocks. - Notwithstanding any contrary
before the formation and organization of a close provision in the articles of incorporation or by-laws or
corporation, signed by all stockholders, shall survive the agreement of stockholders of a close corporation, if the
1. Before or after such action is taken, written consent
incorporation of such corporation and shall continue to be directors or stockholders are so divided respecting the
thereto is signed by all the directors; or
valid and binding between and among such stockholders, management of the corporation's business and affairs that
if such be their intent, to the extent that such agreements the votes required for any corporate action cannot be
are not inconsistent with the articles of incorporation, 2. All the stockholders have actual or implied knowledge of obtained, with the consequence that the business and
irrespective of where the provisions of such agreements the action and make no prompt objection thereto in affairs of the corporation can no longer be conducted to
are contained, except those required by this Title to be writing; or the advantage of the stockholders generally, the Securities
embodied in said articles of incorporation. and Exchange Commission, upon written petition by any
3. The directors are accustomed to take informal action stockholder, shall have the power to arbitrate the dispute.
2. An agreement between two or more stockholders, if in with the express or implied acquiescence of all the In the exercise of such power, the Commission shall have
writing and signed by the parties thereto, may provide stockholders; or authority to make such order as it deems appropriate,
that in exercising any voting rights, the shares held by including an order: (1) canceling or altering any provision
them shall be voted as therein provided, or as they may contained in the articles of incorporation, by-laws, or any
4. All the directors have express or implied knowledge of stockholder's agreement; (2) canceling, altering or
agree, or as determined in accordance with a procedure
the action in question and none of them makes prompt enjoining any resolution or act of the corporation or its
agreed upon by them.
objection thereto in writing. board of directors, stockholders, or officers; (3) directing
or prohibiting any act of the corporation or its board of
3. No provision in any written agreement signed by the directors, stockholders, officers, or other persons party to
If a director's meeting is held without proper call or notice,
stockholders, relating to any phase of the corporate the action; (4) requiring the purchase at their fair value of
an action taken therein within the corporate powers is
affairs, shall be invalidated as between the parties on the shares of any stockholder, either by the corporation
deemed ratified by a director who failed to attend, unless
ground that its effect is to make them partners among regardless of the availability of unrestricted retained
he promptly files his written objection with the secretary
themselves. earnings in its books, or by the other stockholders; (5)
of the corporation after having knowledge thereof.
appointing a provisional director; (6) dissolving the
4. A written agreement among some or all of the corporation; or (7) granting such other relief as the
Sec. 102. Pre-emptive right in close corporations. - The circumstances may warrant.
stockholders in a close corporation shall not be invalidated
pre-emptive right of stockholders in close corporations
on the ground that it so relates to the conduct of the
shall extend to all stock to be issued, including reissuance
business and affairs of the corporation as to restrict or A provisional director shall be an impartial person who is
of treasury shares, whether for money, property or
interfere with the discretion or powers of the board of neither a stockholder nor a creditor of the corporation or
personal services, or in payment of corporate debts, unless
directors: Provided, That such agreement shall impose on of any subsidiary or affiliate of the corporation, and whose
the articles of incorporation provide otherwise.
the stockholders who are parties thereto the liabilities for further qualifications, if any, may be determined by the
managerial acts imposed by this Code on directors. Commission. A provisional director is not a receiver of the
Sec. 103. Amendment of articles of incorporation. - Any corporation and does not have the title and powers of a
amendment to the articles of incorporation which seeks to custodian or receiver. A provisional director shall have all
delete or remove any provision required by this Title to be the rights and powers of a duly elected director of the
corporation, including the right to notice of and to vote at be less than five (5) nor more than fifteen (15): Provided, minister, rabbi or presiding elder of any religious
meetings of directors, until such time as he shall be however, That the number of trustees shall be in multiples denomination, sect or church must file with the Securities
removed by order of the Commission or by all the of five (5). and Exchange Commission articles of incorporation setting
stockholders. His compensation shall be determined by forth the following:
agreement between him and the corporation subject to
Unless otherwise provided in the articles of incorporation
approval of the Commission, which may fix his
on the by-laws, the board of trustees of incorporated 1. That he is the chief archbishop, bishop, priest, minister,
compensation in the absence of agreement or in the event
schools, colleges, or other institutions of learning shall, as rabbi or presiding elder of his religious denomination, sect
of disagreement between the provisional director and the
soon as organized, so classify themselves that the term of or church and that he desires to become a corporation
corporation.
office of one-fifth (1/5) of their number shall expire every sole;
year. Trustees thereafter elected to fill vacancies,
Sec. 105. Withdrawal of stockholder or dissolution of occurring before the expiration of a particular term, shall
2. That the rules, regulations and discipline of his religious
corporation. - In addition and without prejudice to other hold office only for the unexpired period. Trustees elected
denomination, sect or church are not inconsistent with his
rights and remedies available to a stockholder under this thereafter to fill vacancies caused by expiration of term
becoming a corporation sole and do not forbid it;
Title, any stockholder of a close corporation may, for any shall hold office for five (5) years. A majority of the
reason, compel the said corporation to purchase his shares trustees shall constitute a quorum for the transaction of
at their fair value, which shall not be less than their par or business. The powers and authority of trustees shall be 3. That as such chief archbishop, bishop, priest, minister,
issued value, when the corporation has sufficient assets in defined in the by-laws. rabbi or presiding elder, he is charged with the
its books to cover its debts and liabilities exclusive of administration of the temporalities and the management
capital stock: Provided, That any stockholder of a close of the affairs, estate and properties of his religious
For institutions organized as stock corporations, the
corporation may, by written petition to the Securities and denomination, sect or church within his territorial
number and term of directors shall be governed by the
Exchange Commission, compel the dissolution of such jurisdiction, describing such territorial jurisdiction;
provisions on stock corporations. (169a)
corporation whenever any of acts of the directors, officers
or those in control of the corporation is illegal, or 4. The manner in which any vacancy occurring in the office
fraudulent, or dishonest, or oppressive or unfairly of chief archbishop, bishop, priest, minister, rabbi of
prejudicial to the corporation or any stockholder, or Chapter II - RELIGIOUS CORPORATIONS
presiding elder is required to be filled, according to the
whenever corporate assets are being misapplied or rules, regulations or discipline of the religious
wasted. Sec. 109. Classes of religious corporations. - Religious denomination, sect or church to which he belongs; and
corporations may be incorporated by one or more
TITLE XIII persons. Such corporations may be classified into
5. The place where the principal office of the corporation
SPECIAL CORPORATIONS corporations sole and religious societies.
sole is to be established and located, which place must be
within the Philippines.
Chapter I - Educational Corporations Religious corporations shall be governed by this Chapter
and by the general provisions on non-stock corporations
The articles of incorporation may include any other
insofar as they may be applicable. (n)
Sec. 106. Incorporation. - Educational corporations shall provision not contrary to law for the regulation of the
be governed by special laws and by the general provisions affairs of the corporation. (n)
of this Code. (n) Sec. 110. Corporation sole. - For the purpose of
administering and managing, as trustee, the affairs,
Sec. 112. Submission of the articles of incorporation. - The
property and temporalities of any religious denomination,
Sec. 107. Pre-requisites to incorporation. - Except upon articles of incorporation must be verified, before filing, by
sect or church, a corporation sole may be formed by the
favorable recommendation of the Ministry of Education affidavit or affirmation of the chief archbishop, bishop,
chief archbishop, bishop, priest, minister, rabbi or other
and Culture, the Securities and Exchange Commission shall priest, minister, rabbi or presiding elder, as the case may
presiding elder of such religious denomination, sect or
not accept or approve the articles of incorporation and by- be, and accompanied by a copy of the commission,
church. (154a)
laws of any educational institution. (168a) certificate of election or letter of appointment of such
chief archbishop, bishop, priest, minister, rabbi or
Sec. 111. Articles of incorporation. - In order to become a presiding elder, duly certified to be correct by any notary
Sec. 108. Board of trustees. - Trustees of educational
corporation sole, the chief archbishop, bishop, priest, public.
institutions organized as non-stock corporations shall not
From and after the filing with the Securities and Exchange the Securities and Exchange Commission of a copy of their written consent and/or by an affirmative vote at a meeting
Commission of the said articles of incorporation, verified commission, certificate of election, or letters of called for the purpose of at least two-thirds (2/3) of its
by affidavit or affirmation, and accompanied by the appointment, duly certified by any notary public. membership, incorporate for the administration of its
documents mentioned in the preceding paragraph, such temporalities or for the management of its affairs,
chief archbishop, bishop, priest, minister, rabbi or properties and estate by filing with the Securities and
During any vacancy in the office of chief archbishop,
presiding elder shall become a corporation sole and all Exchange Commission, articles of incorporation verified by
bishop, priest, minister, rabbi or presiding elder of any
temporalities, estate and properties of the religious the affidavit of the presiding elder, secretary, or clerk or
religious denomination, sect or church incorporated as a
denomination, sect or church theretofore administered or other member of such religious society or religious order,
corporation sole, the person or persons authorized and
managed by him as such chief archbishop, bishop, priest, or diocese, synod, or district organization of the religious
empowered by the rules, regulations or discipline of the
minister, rabbi or presiding elder shall be held in trust by denomination, sect or church, setting forth the following:
religious denomination, sect or church represented by the
him as a corporation sole, for the use, purpose, behalf and
corporation sole to administer the temporalities and
sole benefit of his religious denomination, sect or church,
manage the affairs, estate and properties of the 1. That the religious society or religious order, or diocese,
including hospitals, schools, colleges, orphan asylums,
corporation sole during the vacancy shall exercise all the synod, or district organization is a religious organization of
parsonages and cemeteries thereof. (n)
powers and authority of the corporation sole during such a religious denomination, sect or church;
vacancy. (158a)
Sec. 113. Acquisition and alienation of property. - Any
2. That at least two-thirds (2/3) of its
corporation sole may purchase and hold real estate and
Sec. 115. Dissolution. - A corporation sole may be membership have given their written consent or
personal property for its church, charitable, benevolent or
dissolved and its affairs settled voluntarily by submitting to have voted to incorporate, at a duly convened
educational purposes, and may receive bequests or gifts
the Securities and Exchange Commission a verified meeting of the body;
for such purposes. Such corporation may sell or mortgage
declaration of dissolution.
real property held by it by obtaining an order for that
purpose from the Court of First Instance of the province 3. That the incorporation of the religious society
where the property is situated upon proof made to the The declaration of dissolution shall set forth: or religious order, or diocese, synod, or district
satisfaction of the court that notice of the application for organization desiring to incorporate is not
leave to sell or mortgage has been given by publication or forbidden by competent authority or by the
1. The name of the corporation;
otherwise in such manner and for such time as said court constitution, rules, regulations or discipline of the
may have directed, and that it is to the interest of the religious denomination, sect, or church of which
corporation that leave to sell or mortgage should be 2. The reason for dissolution and winding up; it forms a part;
granted. The application for leave to sell or mortgage must
be made by petition, duly verified, by the chief archbishop, 3. The authorization for the dissolution of the corporation 4. That the religious society or religious order, or
bishop, priest, minister, rabbi or presiding elder acting as by the particular religious denomination, sect or church; diocese, synod, or district organization desires to
corporation sole, and may be opposed by any member of incorporate for the administration of its affairs,
the religious denomination, sect or church represented by properties and estate;
the corporation sole: Provided, That in cases where the 4. The names and addresses of the persons who are to
rules, regulations and discipline of the religious supervise the winding up of the affairs of the corporation.
denomination, sect or church, religious society or order 5. The place where the principal office of the
concerned represented by such corporation sole regulate Upon approval of such declaration of dissolution by the corporation is to be established and located,
the method of acquiring, holding, selling and mortgaging Securities and Exchange Commission, the corporation shall which place must be within the Philippines; and
real estate and personal property, such rules, regulations cease to carry on its operations except for the purpose of
and discipline shall control, and the intervention of the winding up its affairs. (n) 6. The names, nationalities, and residences of the trustees
courts shall not be necessary. (159a) elected by the religious society or religious order, or the
Sec. 116. Religious societies. - Any religious society or diocese, synod, or district organization to serve for the
Sec. 114. Filling of vacancies. - The successors in office of religious order, or any diocese, synod, or district first year or such other period as may be prescribed by the
any chief archbishop, bishop, priest, minister, rabbi or organization of any religious denomination, sect or church, laws of the religious society or religious order, or of the
presiding elder in a corporation sole shall become the unless forbidden by the constitution, rules, regulations, or diocese, synod, or district organization, the board of
corporation sole on their accession to office and shall be discipline of the religious denomination, sect or church of trustees to be not less than five (5) nor more than fifteen
permitted to transact business as such on the filing with which it is a part, or by competent authority, may, upon (15). (160a)
TITLE XIV If the petition is sufficient in form and substance, the forfeiture or otherwise, or whose corporate existence for
DISSOLUTION Commission shall, by an order reciting the purpose of the other purposes is terminated in any other manner, shall
petition, fix a date on or before which objections thereto nevertheless be continued as a body corporate for three
may be filed by any person, which date shall not be less (3) years after the time when it would have been so
Sec. 117. Methods of dissolution. - A corporation formed
than thirty (30) days nor more than sixty (60) days after dissolved, for the purpose of prosecuting and defending
or organized under the provisions of this Code may be
the entry of the order. Before such date, a copy of the suits by or against it and enabling it to settle and close its
dissolved voluntarily or involuntarily. (n)
order shall be published at least once a week for three (3) affairs, to dispose of and convey its property and to
consecutive weeks in a newspaper of general circulation distribute its assets, but not for the purpose of continuing
Sec. 118. Voluntary dissolution where no creditors are published in the municipality or city where the principal the business for which it was established.
affected. - If dissolution of a corporation does not office of the corporation is situated, or if there be no such
prejudice the rights of any creditor having a claim against newspaper, then in a newspaper of general circulation in
At any time during said three (3) years, the corporation is
it, the dissolution may be effected by majority vote of the the Philippines, and a similar copy shall be posted for
authorized and empowered to convey all of its property to
board of directors or trustees, and by a resolution duly three (3) consecutive weeks in three (3) public places in
trustees for the benefit of stockholders, members,
adopted by the affirmative vote of the stockholders such municipality or city.
creditors, and other persons in interest. From and after
owning at least two-thirds (2/3) of the outstanding capital
any such conveyance by the corporation of its property in
stock or of at least two-thirds (2/3) of the members of a
Upon five (5) day's notice, given after the date on which trust for the benefit of its stockholders, members,
meeting to be held upon call of the directors or trustees
the right to file objections as fixed in the order has creditors and others in interest, all interest which the
after publication of the notice of time, place and object of
expired, the Commission shall proceed to hear the petition corporation had in the property terminates, the legal
the meeting for three (3) consecutive weeks in a
and try any issue made by the objections filed; and if no interest vests in the trustees, and the beneficial interest in
newspaper published in the place where the principal
such objection is sufficient, and the material allegations of the stockholders, members, creditors or other persons in
office of said corporation is located; and if no newspaper is
the petition are true, it shall render judgment dissolving interest.
published in such place, then in a newspaper of general
the corporation and directing such disposition of its assets
circulation in the Philippines, after sending such notice to
as justice requires, and may appoint a receiver to collect
each stockholder or member either by registered mail or Upon the winding up of the corporate affairs, any asset
such assets and pay the debts of the corporation. (Rule
by personal delivery at least thirty (30) days prior to said distributable to any creditor or stockholder or member
104, RCa)
meeting. A copy of the resolution authorizing the who is unknown or cannot be found shall be escheated to
dissolution shall be certified by a majority of the board of the city or municipality where such assets are located.
directors or trustees and countersigned by the secretary of Sec. 120. Dissolution by shortening corporate term. - A
the corporation. The Securities and Exchange Commission voluntary dissolution may be effected by amending the
Except by decrease of capital stock and as otherwise
shall thereupon issue the certificate of dissolution. (62a) articles of incorporation to shorten the corporate term
allowed by this Code, no corporation shall distribute any of
pursuant to the provisions of this Code. A copy of the
its assets or property except upon lawful dissolution and
amended articles of incorporation shall be submitted to
Sec. 119. Voluntary dissolution where creditors are after payment of all its debts and liabilities. (77a, 89a, 16a)
the Securities and Exchange Commission in accordance
affected. - Where the dissolution of a corporation may
with this Code. Upon approval of the amended articles of
prejudice the rights of any creditor, the petition for
incorporation of the expiration of the shortened term, as TITLE XV
dissolution shall be filed with the Securities and Exchange
the case may be, the corporation shall be deemed FOREIGN CORPORATIONS
Commission. The petition shall be signed by a majority of
dissolved without any further proceedings, subject to the
its board of directors or trustees or other officers having
provisions of this Code on liquidation. (n) Sec. 123. Definition and rights of foreign corporations. -
the management of its affairs, verified by its president or
secretary or one of its directors or trustees, and shall set For the purposes of this Code, a foreign corporation is one
forth all claims and demands against it, and that its Sec. 121. Involuntary dissolution. - A corporation may be formed, organized or existing under any laws other than
dissolution was resolved upon by the affirmative vote of dissolved by the Securities and Exchange Commission those of the Philippines and whose laws allow Filipino
the stockholders representing at least two-thirds (2/3) of upon filing of a verified complaint and after proper notice citizens and corporations to do business in its own country
the outstanding capital stock or by at least two-thirds (2/3) and hearing on the grounds provided by existing laws, or state. It shall have the right to transact business in the
of the members at a meeting of its stockholders or rules and regulations. (n) Philippines after it shall have obtained a license to transact
members called for that purpose. business in this country in accordance with this Code and a
certificate of authority from the appropriate government
Sec. 122. Corporate liquidation. - Every corporation whose
agency. (n)
charter expires by its own limitation or is annulled by
Sec. 124. Application to existing foreign corporations. - authority to issue, itemized by classes, par value of shares, Sec. 126. Issuance of a license. - If the Securities and
Every foreign corporation which on the date of the shares without par value, and series, if any; Exchange Commission is satisfied that the applicant has
effectivity of this Code is authorized to do business in the complied with all the requirements of this Code and other
Philippines under a license therefore issued to it, shall special laws, rules and regulations, the Commission shall
8. A statement of its outstanding capital stock and the
continue to have such authority under the terms and issue a license to the applicant to transact business in the
aggregate number of shares which the corporation has
condition of its license, subject to the provisions of this Philippines for the purpose or purposes specified in such
issued, itemized by classes, par value of shares, shares
Code and other special laws. (n) license. Upon issuance of the license, such foreign
without par value, and series, if any;
corporation may commence to transact business in the
Philippines and continue to do so for as long as it retains
Sec. 125. Application for a license. - A foreign corporation
9. A statement of the amount actually paid in; and its authority to act as a corporation under the laws of the
applying for a license to transact business in the
country or state of its incorporation, unless such license is
Philippines shall submit to the Securities and Exchange
10. Such additional information as may be necessary or sooner surrendered, revoked, suspended or annulled in
Commission a copy of its articles of incorporation and by-
appropriate in order to enable the Securities and Exchange accordance with this Code or other special laws.
laws, certified in accordance with law, and their
translation to an official language of the Philippines, if Commission to determine whether such corporation is
necessary. The application shall be under oath and, unless entitled to a license to transact business in the Philippines, Within sixty (60) days after the issuance of the license to
already stated in its articles of incorporation, shall and to determine and assess the fees payable. transact business in the Philippines, the license, except
specifically set forth the following: foreign banking or insurance corporation, shall deposit
Attached to the application for license shall be a duly with the Securities and Exchange Commission for the
executed certificate under oath by the authorized official benefit of present and future creditors of the licensee in
1. The date and term of incorporation;
or officials of the jurisdiction of its incorporation, attesting the Philippines, securities satisfactory to the Securities and
to the fact that the laws of the country or state of the Exchange Commission, consisting of bonds or other
2. The address, including the street number, of the evidence of indebtedness of the Government of the
applicant allow Filipino citizens and corporations to do
principal office of the corporation in the country or state Philippines, its political subdivisions and instrumentalities,
business therein, and that the applicant is an existing
of incorporation; or of government-owned or controlled corporations and
corporation in good standing. If such certificate is in a
foreign language, a translation thereof in English under entities, shares of stock in "registered enterprises" as this
3. The name and address of its resident agent authorized oath of the translator shall be attached thereto. term is defined in Republic Act No. 5186, shares of stock in
to accept summons and process in all legal proceedings domestic corporations registered in the stock exchange, or
and, pending the establishment of a local office, all notices shares of stock in domestic insurance companies and
The application for a license to transact business in the banks, or any combination of these kinds of securities,
affecting the corporation;
Philippines shall likewise be accompanied by a statement with an actual market value of at least one hundred
under oath of the president or any other person thousand (P100,000.) pesos; Provided, however, That
4. The place in the Philippines where the corporation authorized by the corporation, showing to the satisfaction within six (6) months after each fiscal year of the licensee,
intends to operate; of the Securities and Exchange Commission and other the Securities and Exchange Commission shall require the
governmental agency in the proper cases that the licensee to deposit additional securities equivalent in
applicant is solvent and in sound financial condition, and actual market value to two (2%) percent of the amount by
5. The specific purpose or purposes which the corporation
setting forth the assets and liabilities of the corporation as which the licensee's gross income for that fiscal year
intends to pursue in the transaction of its business in the
of the date not exceeding one (1) year immediately prior exceeds five million (P5,000,000.00) pesos. The Securities
Philippines: Provided, That said purpose or purposes are
to the filing of the application. and Exchange Commission shall also require deposit of
those specifically stated in the certificate of authority
issued by the appropriate government agency; additional securities if the actual market value of the
Foreign banking, financial and insurance corporations securities on deposit has decreased by at least ten (10%)
shall, in addition to the above requirements, comply with percent of their actual market value at the time they were
6. The names and addresses of the present directors and deposited. The Securities and Exchange Commission may
the provisions of existing laws applicable to them. In the
officers of the corporation; at its discretion release part of the additional securities
case of all other foreign corporations, no application for
license to transact business in the Philippines shall be deposited with it if the gross income of the licensee has
7. A statement of its authorized capital stock and the accepted by the Securities and Exchange Commission decreased, or if the actual market value of the total
aggregate number of shares which the corporation has without previous authority from the appropriate securities on deposit has increased, by more than ten
government agency, whenever required by law. (68a) (10%) percent of the actual market value of the securities
at the time they were deposited. The Securities and arising out of any business or transaction which occurred enlarge or alter the purpose or purposes for which such
Exchange Commission may, from time to time, allow the in the Philippines, service of any summons or other legal corporation is authorized to transact business in the
licensee to substitute other securities for those already on process may be made upon the Securities and Exchange Philippines. (n)
deposit as long as the licensee is solvent. Such licensee Commission and that such service shall have the same
shall be entitled to collect the interest or dividends on the force and effect as if made upon the duly-authorized
Sec. 131. Amended license. - A foreign corporation
securities deposited. In the event the licensee ceases to do officers of the corporation at its home office."
authorized to transact business in the Philippines shall
business in the Philippines, the securities deposited as
obtain an amended license in the event it changes its
aforesaid shall be returned, upon the licensee's application
Whenever such service of summons or other process shall corporate name, or desires to pursue in the Philippines
therefor and upon proof to the satisfaction of the
be made upon the Securities and Exchange Commission, other or additional purposes, by submitting an application
Securities and Exchange Commission that the licensee has
the Commission shall, within ten (10) days thereafter, therefor to the Securities and Exchange Commission,
no liability to Philippine residents, including the
transmit by mail a copy of such summons or other legal favorably endorsed by the appropriate government agency
Government of the Republic of the Philippines. (n)
process to the corporation at its home or principal office. in the proper cases. (n)
The sending of such copy by the Commission shall be
Sec. 127. Who may be a resident agent. - A resident agent necessary part of and shall complete such service. All
Sec. 132. Merger or consolidation involving a foreign
may be either an individual residing in the Philippines or a expenses incurred by the Commission for such service
corporation licensed in the Philippines. - One or more
domestic corporation lawfully transacting business in the shall be paid in advance by the party at whose instance the
foreign corporations authorized to transact business in the
Philippines: Provided, That in the case of an individual, he service is made.
Philippines may merge or consolidate with any domestic
must be of good moral character and of sound financial
corporation or corporations if such is permitted under
standing. (n)
In case of a change of address of the resident agent, it Philippine laws and by the law of its incorporation:
shall be his or its duty to immediately notify in writing the Provided, That the requirements on merger or
Sec. 128. Resident agent; service of process. - The Securities and Exchange Commission of the new address. consolidation as provided in this Code are followed.
Securities and Exchange Commission shall require as a (72a; and n)
condition precedent to the issuance of the license to
Whenever a foreign corporation authorized to transact
transact business in the Philippines by any foreign
Sec. 129. Law applicable. - Any foreign corporation business in the Philippines shall be a party to a merger or
corporation that such corporation file with the Securities
lawfully doing business in the Philippines shall be bound by consolidation in its home country or state as permitted by
and Exchange Commission a written power of attorney
all laws, rules and regulations applicable to domestic the law of its incorporation, such foreign corporation shall,
designating some person who must be a resident of the
corporations of the same class, except such only as within sixty (60) days after such merger or consolidation
Philippines, on whom any summons and other legal
provide for the creation, formation, organization or becomes effective, file with the Securities and Exchange
processes may be served in all actions or other legal
dissolution of corporations or those which fix the relations, Commission, and in proper cases with the appropriate
proceedings against such corporation, and consenting that
liabilities, responsibilities, or duties of stockholders, government agency, a copy of the articles of merger or
service upon such resident agent shall be admitted and
members, or officers of corporations to each other or to consolidation duly authenticated by the proper official or
held as valid as if served upon the duly authorized officers
the corporation. (73a) officials of the country or state under the laws of which
of the foreign corporation at its home office. Any such
merger or consolidation was effected: Provided, however,
foreign corporation shall likewise execute and file with the
That if the absorbed corporation is the foreign corporation
Securities and Exchange Commission an agreement or Sec. 130. Amendments to articles of incorporation or by-
doing business in the Philippines, the latter shall at the
stipulation, executed by the proper authorities of said laws of foreign corporations. - Whenever the articles of
same time file a petition for withdrawal of it license in
corporation, in form and substance as follows: incorporation or by-laws of a foreign corporation
accordance with this Title. (n)
authorized to transact business in the Philippines are
amended, such foreign corporation shall, within sixty (60)
"The (name of foreign corporation) does hereby stipulate
days after the amendment becomes effective, file with the Sec. 133. Doing business without a license. - No foreign
and agree, in consideration of its being granted by the
Securities and Exchange Commission, and in the proper corporation transacting business in the Philippines without
Securities and Exchange Commission a license to transact
cases with the appropriate government agency, a duly a license, or its successors or assigns, shall be permitted to
business in the Philippines, that if at any time said
authenticated copy of the articles of incorporation or by- maintain or intervene in any action, suit or proceeding in
corporation shall cease to transact business in the
laws, as amended, indicating clearly in capital letters or by any court or administrative agency of the Philippines; but
Philippines, or shall be without any resident agent in the
underscoring the change or changes made, duly certified such corporation may be sued or proceeded against
Philippines on whom any summons or other legal
by the authorized official or officials of the country or state before Philippine courts or administrative tribunals on any
processes may be served, then in any action or proceeding
of incorporation. The filing thereof shall not of itself
valid cause of action recognized under Philippine laws. 9. Any other ground as would render it unfit to transact Sec. 138. Designation of governing boards. - The
(69a) business in the Philippines. (n) provisions of specific provisions of this Code to the
contrary notwithstanding, non-stock or special
corporations may, through their articles of incorporation
Sec. 134. Revocation of license. - Without prejudice to Sec. 135. Issuance of certificate of revocation. - Upon the
or their by-laws, designate their governing boards by any
other grounds provided by special laws, the license of a revocation of any such license to transact business in the
name other than as board of trustees. (n)
foreign corporation to transact business in the Philippines Philippines, the Securities and Exchange Commission shall
may be revoked or suspended by the Securities and issue a corresponding certificate of revocation, furnishing
Exchange Commission upon any of the following grounds: a copy thereof to the appropriate government agency in Sec. 139. Incorporation and other fees. - The Securities
the proper cases. and Exchange Commission is hereby authorized to collect
and receive fees as authorized by law or by rules and
1. Failure to file its annual report or pay any fees as
regulations promulgated by the Commission. (n)
required by this Code; The Securities and Exchange Commission shall also mail to
the corporation at its registered office in the Philippines a
notice of such revocation accompanied by a copy of the Sec. 140. Stock ownership in certain corporations. -
2. Failure to appoint and maintain a resident agent in the
certificate of revocation. (n) Pursuant to the duties specified by Article XIV of the
Philippines as required by this Title;
Constitution, the National Economic and Development
Authority shall, from time to time, make a determination
Sec. 136. Withdrawal of foreign corporations. - Subject to
3. Failure, after change of its resident agent or of his of whether the corporate vehicle has been used by any
existing laws and regulations, a foreign corporation
address, to submit to the Securities and Exchange corporation or by business or industry to frustrate the
licensed to transact business in the Philippines may be
Commission a statement of such change as required by provisions thereof or of applicable laws, and shall submit
allowed to withdraw from the Philippines by filing a
this Title; to the Batasang Pambansa, whenever deemed necessary,
petition for withdrawal of license. No certificate of
a report of its findings, including recommendations for
withdrawal shall be issued by the Securities and Exchange
4. Failure to submit to the Securities and Exchange their prevention or correction.
Commission unless all the following requirements are met;
Commission an authenticated copy of any amendment to
its articles of incorporation or by-laws or of any articles of Maximum limits may be set by the Batasang Pambansa for
1. All claims which have accrued in the Philippines have
merger or consolidation within the time prescribed by this stockholdings in corporations declared by it to be vested
been paid, compromised or settled;
Title; with a public interest pursuant to the provisions of this
section, belonging to individuals or groups of individuals
2. All taxes, imposts, assessments, and penalties, related to each other by consanguinity or affinity or by
5. A misrepresentation of any material matter in any
if any, lawfully due to the Philippine Government close business interests, or whenever it is necessary to
application, report, affidavit or other document submitted
or any of its agencies or political subdivisions achieve national objectives, prevent illegal monopolies or
by such corporation pursuant to this Title;
have been paid; and combinations in restraint or trade, or to implement
national economic policies declared in laws, rules and
6. Failure to pay any and all taxes, imposts, assessments or regulations designed to promote the general welfare and
3. The petition for withdrawal of license has been
penalties, if any, lawfully due to the Philippine foster economic development.
published once a week for three (3) consecutive weeks in a
Government or any of its agencies or political subdivisions;
newspaper of general circulation in the Philippines.
In recommending to the Batasang Pambansa corporations,
7. Transacting business in the Philippines outside of the business or industries to be declared vested with a public
purpose or purposes for which such corporation is interest and in formulating proposals for limitations on
TITLE XVI
authorized under its license; stock ownership, the National Economic and Development
MISCELLANEOUS PROVISIONS
Authority shall consider the type and nature of the
8. Transacting business in the Philippines as agent of or industry, the size of the enterprise, the economies of
Sec. 137. Outstanding capital stock defined. - The term scale, the geographic location, the extent of Filipino
acting for and in behalf of any foreign corporation or entity
"outstanding capital stock", as used in this Code, means ownership, the labor intensity of the activity, the export
not duly licensed to do business in the Philippines; or
the total shares of stock issued under binding subscription potential, as well as other factors which are germane to
agreements to subscribers or stockholders, whether or not the realization and promotion of business and industry.
fully or partially paid, except treasury shares. (n)
Sec. 141. Annual report or corporations. - Every against the director, trustee or officer of the corporation
corporation, domestic or foreign, lawfully doing business responsible for said violation: Provided, further, That
in the Philippines shall submit to the Securities and nothing in this section shall be construed to repeal the
Exchange Commission an annual report of its operations, other causes for dissolution of a corporation provided in
together with a financial statement of its assets and this Code. (190 1/2 a)
liabilities, certified by any independent certified public
accountant in appropriate cases, covering the preceding
Sec. 145. Amendment or repeal. - No right or remedy in
fiscal year and such other requirements as the Securities
favor of or against any corporation, its stockholders,
and Exchange Commission may require. Such report shall
members, directors, trustees, or officers, nor any liability
be submitted within such period as may be prescribed by
incurred by any such corporation, stockholders, members,
the Securities and Exchange Commission. (n)
directors, trustees, or officers, shall be removed or
impaired either by the subsequent dissolution of said
Sec. 142. Confidential nature of examination results. - All corporation or by any subsequent amendment or repeal of
interrogatories propounded by the Securities and this Code or of any part thereof. (n)
Exchange Commission and the answers thereto, as well as
the results of any examination made by the Commission or
Sec. 146. Repealing clause. - Except as expressly provided
by any other official authorized by law to make an
by this Code, all laws or parts thereof inconsistent with any
examination of the operations, books and records of any
provision of this Code shall be deemed repealed. (n)
corporation, shall be kept strictly confidential, except
insofar as the law may require the same to be made public
or where such interrogatories, answers or results are Sec. 147. Separability of provisions. - Should any provision
necessary to be presented as evidence before any court. of this Code or any part thereof be declared invalid or
(n) unconstitutional, the other provisions, so far as they are
separable, shall remain in force. (n)
Sec. 143. Rule-making power of the Securities and
Exchange Commission. - The Securities and Exchange Sec. 148. Applicability to existing corporations. - All
Commission shall have the power and authority to corporations lawfully existing and doing business in the
implement the provisions of this Code, and to promulgate Philippines on the date of the effectivity of this Code and
rules and regulations reasonably necessary to enable it to heretofore authorized, licensed or registered by the
perform its duties hereunder, particularly in the Securities and Exchange Commission, shall be deemed to
prevention of fraud and abuses on the part of the have been authorized, licensed or registered under the
controlling stockholders, members, directors, trustees or provisions of this Code, subject to the terms and
officers. (n) conditions of its license, and shall be governed by the
provisions hereof: Provided, That if any such corporation is
affected by the new requirements of this Code, said
Sec. 144. Violations of the Code. - Violations of any of the
corporation shall, unless otherwise herein provided, be
provisions of this Code or its amendments not otherwise
given a period of not more than two (2) years from the
specifically penalized therein shall be punished by a fine of
effectivity of this Code within which to comply with the
not less than one thousand (P1,000.00) pesos but not
same. (n)
more than ten thousand (P10,000.00) pesos or by
imprisonment for not less than thirty (30) days but not
more than five (5) years, or both, in the discretion of the Sec. 149. Effectivity. - This Code shall take effect
court. If the violation is committed by a corporation, the immediately upon its approval.
same may, after notice and hearing, be dissolved in
appropriate proceedings before the Securities and
Exchange Commission: Provided, That such dissolution
shall not preclude the institution of appropriate action