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Revised Corporation Code

President Duterte signed into law Republic Act No. 11232 or the Revised Corporation Code which promises to improve the ease of doing business in the Philippines. Among the notable changes are the following:

  1. A single person may now organize a corporation. A corporation with only one stockholder is called a One Person Corporation.

  2. A corporation now has perpetual existence unless provided otherwise in its articles of incorporation.

  3. A corporation whose term has expired may now apply for a revival of its corporate existence, together with all the rights and privileges under its certificate of incorporation and subject to all of its duties, debts and liabilities existing prior to its revival.

  4. Stock corporations are not required to have a minimum capital stock unless required by a special law.

  5. The board of directors of corporations vested with public interest shall have independent directors constituting 20% of such board.

  6. Stockholders or members may now vote through remote communication or in absentia when authorized in the bylaws or by a majority of the board of directors.

  7. A compliance officer is required to be elected in corporations vested with public interest.

This article does not constitute and is not intended to be legal advice. If you have any question or need any assistance, please feel free to send us an email at

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