VOTING REQUIREMENTS

I. Old Corporation Code

1. At least majority vote of the BOD alone

Additional Vote
Corporate Act Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Details
Sec 25, par. 2:
Unless the AOI or by-laws provide
 President must be a for a greater majority [of votes],
director majority of the number of
 Treasurer may/not be directors/trustees as fixed in the
a director AOI will be considered quorum for
 Secretary must be a transaction of corporate business,
Election of officers (Sec. Majority of all the
resident and citizen of and every decision of at least a
25) members of the BOD
PH majority of the directors or
 President + secretary trustees present at a meeting at
= NOT OKAY which there is a quorum shall be
 President + treasurer valid as a corporate act except the
= NOT OKAY election of officers, which shall
require the vote of a majority of all
the members of the BOD.
Any directorship or
trusteeship to be filled by
reason of an increase in
the number of
directors/trustees shall be
Vacancies in BOD if not
filled only by an election  If the directors do not
due to removal, Majority vote of the
at a regular or special constitute a quorum, the
expiration of term, or remaining directors if
meeting duly of stockholders have the right to
increase in number of quorum still exists
stockholders duly called elect
directors (Sec. 29)
for the purpose, or in the
same meeting authorizing
the increase in directors
or trustees if so stated in
the notice of the meeting.
 Provided that there are
Power to acquire own
Majority of BOD unrestricted retained earnings
shares (Sec. 41)
 Only for legislative purposes

2. At least majority vote of the BOD + stockholders representing at least majority of the OCS
Additional Vote
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Details
 Majority of quorum
of BOD, if
Fixing the issued price authorized by AOI
of no-par value shares or by-laws
(Sec. 62)  Majority of OCS, if
BOD is not
authorized by AOI
 Amendment may be made by
Amendment or
the board only after due
repealing of by-laws or  Majority of board
delegation by stockholders.
adoption of new by-laws  Majority of OCS
 Non-voting shares can vote
(Sec. 48)
(Sec. 6)
 Majority vote of
BOD of both
Management contracts
managing and
(Sec. 44)
managed
corporations
  Majority of
OCS/members of
both managing
and managed
corporations
 In some cases, 2/3
of OCS/members

3. Vote of stockholders representing at least majority of the OCS alone

Corporate Act Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
 Directors may not
receive compensation
unless stated in by-
laws (but there is
nothing about
trustees)
Fixing of compensation  Reasonable per
Majority of OCS
of directors (Sec. 30) diems (per-day pay)
may be given
 Limit: not more than
10% of the net
income before income
tax (NIBT) during the
preceding year
Adoption of by-laws  Non-voting shares can
Majority of OCS/members
(Sec. 46) vote (Sec. 6)
 Candidates with the
highest number of votes
get elected
Election of
 Cumulative voting: # of
directors/trustees (Sec. Majority of OCS/members
shares x # of directors to
24)
be elected
 Non-voting shares cannot
vote
 Stockholders/members
Fixing the issue price of
shall vote if the BOD/BOT
no-par value shares Majority of OCS
is not authorized by AOI
(Sec. 62, last par.)
and by-laws to fix the price

4. Vote of the stockholders representing at least 2/3 of the OCS alone

Additional Vote
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Details
 Only if the AOI or any
Denial of pre-emptive right
2/3 of OCS amendment to it denies
(Sec. 39)
pre-emptive right
Delegation of the power to  Delegation can be revoked
amend, repeal, or adopt by majority of the OCS
2/3 of OCS
new by-laws to BOD (Sec  Non-voting shares cannot
48) vote
 Need notice and statement
of purpose
 Must be made in a meeting
called by the secretary as
per President’s order or on
Removal of
2/3 of OCS/members written demand of majority
directors/trustees (Sec. 28)
of OCS
 Non-voting shares cannot
vote
 Removal without cause
cannot be used to deprive
 minority stockholders of
their right to representation
No ratification = director has to
Ratification of act of
2/3 of OCS surrender profits received to
disloyal director (Sec. 34)
the corporation
 Contract must be fair and
reasonable
 Needs full disclosure of
adverse interest of
directors/trustees
Ratification of a contract of
self-dealing directors (Sec. 2/3 of OCS/members  Presence of
32) director/trustee must be
necessary to constitute
quorum or the vote of
director/trustee must be
necessary for the approval
of the contract

5. At least majority vote of the BOD + stockholders representing at least 2/3 of the OCS
Corporate Act Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Amending AOI (Sec. 16)  Majority vote of BOD  Non-voting shares can
 Allows vote or written vote (Sec. 6)
assent of 2/3 of OCS  Appraisal right is
 If non-stock available in certain
corporation, need vote cases
or written assent of  Effective upon
majority of BOT + at approval by SEC or
least 2/3 of members date of filing if not
acted upon within 6
months
 Must be for legitimate
purpose
Dissolution (Secs. 118,  Majority of board  Non-voting shares can
119)  2/3 of OCS/members vote (Sec. 6)
Adoption of plan of  Majority vote of
distribution of assets of trustees
non-stock corporation  2/3 of members having
(Sec. 95, par. 2) voting rights
Merger or consolidation  Majority of BODs of  Non-voting shares can
(Sec 77) constituent vote (Sec. 6)
corporations  Appraisal right is
 2/3 of OCS/members available except when
of constituent plan is abandoned
corporations  Any amendment to the
plan may be made
provided it is approved
by majority vote of
board + 2/3 of
OCS/members
Sale, lease, exchange,  Majority of board  Vote of majority of
mortgage, pledge, or other  2/3 of OCS/members board is sufficient if the
disposition of transaction does not
all/substantially all cover all/substantially
corporate assets (Sec. 40) all corporate assets
 Non-voting shares can
vote (Sec. 6)
 Appraisal right is
available
 Notice required
  If sale is abandoned,
director’s action is
sufficient; stockholders
no need to ratify
Increase or decrease of  Majority of board  Meeting required
capital stock (Sec. 38)  2/3 of OCS/members  Non-voting shares can
vote (Sec. 6)
 No appraisal right
 Notice required
 SEC prior approval
required
 Treasurer’s sworn
statement required
 Capital stock will not
decrease if it will
prejudice the right of
creditors
Incur, create, or increase  Majority of board  Meeting required
bonded indebtedness of  2/3 of OCS/members  Non-voting shares can
stock/non-stock vote (Sec. 6)
corporations (Sec. 38)  No appraisal right
 Notice required
 Registration of bonds
with SEC required
Investment of corporate  Majority of board  Non-voting shares can
funds in another  2/3 of OCS/members vote (Sec. 6)
corporation/business or for  Appraisal right
any other purpose other available
than primary one (Sec. 42)  Notice required
 Also applies to
investment in
secondary purpose
 Stockholders’
ratification not required
if investment is
incidental to primary
purpose
Extension/shortening of  Majority of board  Non-voting shares can
corporate term (Sec. 37)  2/3 of OCS/members vote (Sec. 6)
 Appraisal right
available
 Notice required
 Corresponding
amendment to AOI
required
Issuance of stock  Majority of quorum of  Corporation needs to
dividends (Sec. 43) board have unrestricted
 2/3 of OCS/members retained earnings first
II. Revised Corporation Code

1. At least majority vote of the BOD alone

Corporate Act Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Election of corporate  President must be a Majority of all the members
officers (Sec. 24) director of the BOD
 Treasurer must be a
resident of PH
 Secretary must be
resident and citizen of
PH
 Compliance officer (if
corp is vested with
public interest)
 President + secretary =
NOT OKAY
 President + treasurer =
NOT OKAY unless
allowed in RCC
 Secretary + treasurer =
OK
Sec. 28, par. 3
If the directors do not
constitute a quorum, and
emergency action is
required to prevent grave,
substantial, and
irreparable loss or damage
to the corporation, the
Vacancies in BOD if not vacancy may be
due to removal, expiration Majority vote of the temporarily filled from
of term, or increase in remaining directors if among the officers of the
number of directors (Sec. quorum still exists corporation by unanimous
28) vote of the remaining
directors or trustees. The
emergency substitute(s)’s
term shall end either within
a reasonable time from the
end of the emergency or
when a replacement
director/trustee is elected
(whichever happens first).
 Provided that there
are unrestricted
Power to acquire own
Majority of BOD retained earnings
shares (Sec. 40)
Only for legislative
purposes

2. At least majority vote of the BOD + stockholders representing at least majority of the OCS
Corporate Act Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
 Majority of board of
both corporations
Management contract  Majority of
(Sec. 43) OCS/members of both
corporations
 If (a) the stockholders
representing the same
interest of both the
managing and
managed corporations
own or control more
than 1/3 of the total
OCS of the managing
corporation entitled to
vote, or (b) if the
majority of the
members of the BOD
of the managing
corporation = majority
of the members of the
BOD of the managed
corporation, need 2/3
of OCS entitled to vote
or 2/3 of members
 Majority of board
Amendments to by-laws
(Sec. 47)
 Majority of 
OCS/members

3. Vote of stockholders representing at least majority of the OCS alone

Corporate Act Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Term extension (Sec. 11) Majority of OCS
 Happens at a regular
 In the absence of any or special meeting
provision in the by-  Directors and trustees
laws, directors or shall not participate in
trustees shall not the determination of
receive any their own per diems or
compensation except compensation.
Compensation of Directors for reasonable per
Majority of OCS/members  Corporations vested
or Trustees (Sec. 29) diems. with public interest
 Limit: annual should submit to their
compensation should shareholders and the
not exceed 10% of the SEC an annual report
NIBT during the of the total
preceding year. compensation of each
of their directors or
trustees.
Adoption of by-laws (Sec.
Majority of OCS/members
45)

4. Vote of the stockholders representing at least 2/3 of the OCS alone

Corporate Act Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
Removal of 2/3 of OCS/members  Shall take place at
directors/trustees (Sec. 27) entitled to vote either a regular
 meeting or a special
meeting duly called for
the purpose
 Must give notice re:
intent to propose
removal of
directors/trustees at
the meeting
 Meeting must be called
by corporate secretary
upon President’s order
or written demand of
the stockholders
representing at least
majority of OCS or
majority of members
entitled to vote.
 Relatives = within the
fourth civil degree of
consanguinity or
Voting to ratify the contract
Ratifying contracts affinity
should be done in a
involving relatives of  These contracts are 2/3 of OCS/members
meeting called for the
directors/trustees voidable at the
purpose
corporation’s
discretion unless
ratified by…
If the act/s was/were not
ratified, the director at fault
Ratification of act of
2/3 of OCS must account for and
disloyal director (Sec. 33)
refund to the corporation all
profits received
Denial of pre-emptive right The right can be denied in
2/3 of OCS
(Sec. 38) AOI or an amendment to it
Power shall be considered
Delegating power to revoked when majority of
amend by-laws to board 2/3 of OCS/members the OCS/members vote so
(Sec. 47) at a regular or special
meeting.

5. At least majority vote of the BOD + stockholders representing at least 2/3 of the OCS
Corporate Act Details Additional Vote Details Other Notes Formatted: Centered, Line spacing: Multiple 1.15 li
 Non-voting shares can
vote (Sec. 6)
 Majority vote of BOD  Appraisal right is
 Allows vote or written available in certain
assent of 2/3 of OCS cases
 If non-stock  Effective upon
Amending AOI (Sec. 15)
corporation, need vote approval by SEC or
or written assent of date of filing if not
majority of BOT + at acted upon within 6
least 2/3 of members months
 Must be for legitimate
purpose
 Non-voting shares can
Extension/shortening of  Majority of board vote (Sec. 6)
corporate term (Sec. 36)  2/3 of OCS/members  Appraisal right
available
  Notice required
 Corresponding
amendment to AOI
required
 Meeting required
 Non-voting shares can
vote (Sec. 6)
 No appraisal right
 Notice required
(electronic OK)
Increase or decrease of  Majority of board  SEC prior approval
capital stock (Sec. 37) 2/3 of OCS/members required
 Treasurer’s sworn
statement required
 Capital stock will not
decrease if it will
prejudice the right of
creditors
 Meeting required
 Non-voting shares can
Incur, create, or increase vote (Sec. 6)
bonded indebtedness of  Majority of board  No appraisal right
stock/non-stock  2/3 of OCS/members  Notice required
corporations (Sec. 37) (electronic OK)
 Registration of bonds
with SEC required
 Appraisal right
Sale, lease, exchange,
 Majority of board available
mortgage, pledge, or other
 Sale: 2/3 of OCS or  All or substantially all?
disposition of corporate
majority of BOT -> check net asset
assets (Sec. 39)
values in latest FS
 Appraisal right
available
 Notice of proposed
investment and
meeting required
Investing corporate funds  If the investment is
 Majority of board
in another business (Sec. necessary to
40)  2/3 of OCS/members
accomplish
corporation’s primary
purpose, no need for
approval of
stockholders or
members
Issuance of stock  Majority of board
dividends (Sec. 42)  2/3 of OCS

6. At least 2/3 of the BOD

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The corporation’s contract
2/3 of all of the members
Material contracts of with one or more of its
of the BOD, including at
corporations vested with directors, trustees, officers,
least a majority of the
public interest (Sec. 31) or their spouses and
independent directors
relatives within the fourth
civil degree of voting to approve the
consanguinity or affinity is contract
voidable at the
corporation’s discretion
unless…
