Corpo Code Batas Pambansa Bilang 68

8/18/2019 Corpo Code Batas Pambansa Bilang 68

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Batas Pambansa Bilang 68

THE CORPORATION CODE OF THE PHILIPPINES

Be it enacted by the Batasang Pambansa in session assembled:

TITLE IGENERAL PROVISIONS

DEFINITIONS AND CLASSIFICATIONS

Sectin !" Title of the Code. – This Code shall be known as "The Corporation Code of thePhilippines." (n)

Sectin #" Corporation defined. – A corporation is an artificial being created by operation oflaw, having the right of sccession and the powers, attribtes and properties e!presslyathoried by law or incident to its e!istence. (#)

Sectin $" Classes of corporations. – Corporations for$ed or organied nder this Code

$ay be stock or non%stock corporations. Corporations which have capital stock divided intoshares and are athoried to distribte to the holders of sch shares dividends or allot$entsof the srpls profits on the basis of the shares held are stock corporations. All othercorporations are non%stock corporations. (&a)

Sectin %" Corporations created by special laws or charters. – Corporations created byspecial laws or charters shall be governed pri$arily by the provisions of the special law orcharter creating the$ or applicable to the$, spple$ented by the provisions of this Code,insofar as they are applicable. (n)

Sectin &" Corporators and incorporators, stockholders and members. – Corporators arethose who co$pose a corporation, whether as stockholders or as $e$bers. 'ncorporators

are those stockholders or $e$bers $entioned in the articles of incorporation as originallyfor$ing and co$posing the corporation and who are signatories thereof.

Corporators in a stock corporation are called stockholders or shareholders. Corporators in anon%stock corporation are called $e$bers. (a)

Sectin 6" Classification of shares. – The shares of stock of stock corporations $ay bedivided into classes or series of shares, or both, any of which classes or series of shares$ay have sch rights, privileges or restrictions as $ay be stated in the articles ofincorporation Provided, That no share $ay be deprived of voting rights e!cept thoseclassified and issed as "preferred" or "redee$able" shares, nless otherwise provided inthis Code Provided, frther, That there shall always be a class or series of shares which

have co$plete voting rights. Any or all of the shares or series of shares $ay have a parvale or have no par vale as $ay be provided for in the articles of incorporation Provided,however, That banks, trst co$panies, insrance co$panies, pblic tilities, and bildingand loan associations shall not be per$itted to isse no%par vale shares of stock.

Preferred shares of stock issed by any corporation $ay be given preference in thedistribtion of the assets of the corporation in case of li*idation and in the distribtion ofdividends, or sch other preferences as $ay be stated in the articles of incorporation whichare not violative of the provisions of this Code Provided, That preferred shares of stock $ay



be issed only with a stated par vale. The board of directors, where athoried in thearticles of incorporation, $ay fi! the ter$s and conditions of preferred shares of stock or anyseries thereof Provided, That sch ter$s and conditions shall be effective pon the filing ofa certificate thereof with the +ecrities and !change Co$$ission.

+hares of capital stock issed withot par vale shall be dee$ed flly paid and non%

assessable and the holder of sch shares shall not be liable to the corporation or to itscreditors in respect thereto Provided- That shares withot par vale $ay not be issed for aconsideration less than the vale of five (P.//) pesos per share Provided, frther, That theentire consideration received by the corporation for its no%par vale shares shall be treatedas capital and shall not be available for distribtion as dividends.

A corporation $ay, frther$ore, classify its shares for the prpose of insring co$pliancewith constittional or legal re*ire$ents.

!cept as otherwise provided in the articles of incorporation and stated in the certificate ofstock, each share shall be e*al in all respects to every other share.

0here the articles of incorporation provide for non%voting shares in the cases allowed by thisCode, the holders of sch shares shall nevertheless be entitled to vote on the following$atters

1. A$end$ent of the articles of incorporation-

#. Adoption and a$end$ent of by%laws-

&. +ale, lease, e!change, $ortgage, pledge or other disposition of all or sbstantiallyall of the corporate property-

. 'ncrring, creating or increasing bonded indebtedness-

. 'ncrease or decrease of capital stock-

2. 3erger or consolidation of the corporation with another corporation or othercorporations-

4. 'nvest$ent of corporate fnds in another corporation or bsiness in accordancewith this Code- and

5. 6issoltion of the corporation.

!cept as provided in the i$$ediately preceding paragraph, the vote necessary to approve

a particlar corporate act as provided in this Code shall be dee$ed to refer only to stockswith voting rights. (a)

Sectin '" Founders’ shares. – 7onders8 shares classified as sch in the articles ofincorporation $ay be given certain rights and privileges not en9oyed by the owners of otherstocks, provided that where the e!clsive right to vote and be voted for in the election ofdirectors is granted, it $st be for a li$ited period not to e!ceed five () years sb9ect to theapproval of the +ecrities and !change Co$$ission. The five%year period shall co$$encefro$ the date of the aforesaid approval by the +ecrities and !change Co$$ission. (n)





#. The specific prpose or prposes for which the corporation is being incorporated.0here a corporation has $ore than one stated prpose, the articles of incorporationshall state which is the pri$ary prpose and which is<are the secondary prpose orprposes Provided, That a non%stock corporation $ay not inclde a prpose whichwold change or contradict its natre as sch-

&. The place where the principal office of the corporation is to be located, which $stbe within the Philippines-

. The ter$ for which the corporation is to e!ist-

. The na$es, nationalities and residences of the incorporators-

2. The n$ber of directors or trstees, which shall not be less than five () nor $orethan fifteen (1)-

4. The na$es, nationalities and residences of persons who shall act as directors ortrstees ntil the first reglar directors or trstees are dly elected and *alified in

accordance with this Code-

5. 'f it be a stock corporation, the a$ont of its athoried capital stock in lawfl$oney of the Philippines, the n$ber of shares into which it is divided, and in casethe share are par vale shares, the par vale of each, the na$es, nationalities andresidences of the original sbscribers, and the a$ont sbscribed and paid by eachon his sbscription, and if so$e or all of the shares are withot par vale, sch fact$st be stated-

=. 'f it be a non%stock corporation, the a$ont of its capital, the na$es, nationalitiesand residences of the contribtors and the a$ont contribted by each- and

1/. +ch other $atters as are not inconsistent with law and which the incorporators$ay dee$ necessary and convenient.

The +ecrities and !change Co$$ission shall not accept the articles of incorporation ofany stock corporation nless acco$panied by a sworn state$ent of the Treasrer elected bythe sbscribers showing that at least twenty%five (#;) percent of the athoried capitalstock of the corporation has been sbscribed, and at least twenty%five (#;) of the totalsbscription has been flly paid to hi$ in actal cash and<or in property the fair valation ofwhich is e*al to at least twenty%five (#;) percent of the said sbscription, sch paid%pcapital being not less than five thosand (P,///.//) pesos.

Sectin !&" Forms of $rticles of %ncorporation. – >nless otherwise prescribed by special law,

articles of incorporation of all do$estic corporations shall co$ply sbstantially with thefollowing for$

A:T'C?+ @7 'C@:P@:AT'@@7

BBBBBBBBBBBBBBBBBBBBBBBBBB (a$e of Corporation)



@0 A?? 3 DE TF+ P:+T+

The ndersigned incorporators, all of legal age and a $a9ority of who$ are residents of thePhilippines, have this day volntarily agreed to for$ a (stock) (non%stock) corporation nderthe laws of the :epblic of the Philippines-

A6 0 F:DE C:T'7E

7':+T That the na$e of said corporation shall be "BBBBBBBBBBBBBBBBBBBBB, 'C. orC@:P@:AT'@"-

+C@6 That the prpose or prposes for which sch corporation is incorporated are ('fthere is $ore than one prpose, indicate pri$ary and secondary prposes)-

TF':6 That the principal office of the corporation is located in the City<3nicipality of BBBBBBBBBBBBBBBBBBBBBBBB, Province of BBBBBBBBBBBBBBBBBBBBBBB, Philippines-

7@>:TF That the ter$ for which said corporation is to e!ist is BBBBBBBBBBBBB years fro$

and after the date of issance of the certificate of incorporation-

7'7TF That the na$es, nationalities and residences of the incorporators of the corporationare as follows

A3 AT'@A?'TE :+'6C

BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB





+'GTF That the n$ber of directors or trstees of the corporation shall be BBBBBBB- and thena$es, nationalities and residences of the first directors or trstees of the corporation are asfollows

A3 AT'@A?'TE :+'6C








+HTF That the athoried capital stock of the corporation is BBBBBBBBBBBBBBBBBBBBBB (PBBBBBBBBBBB) P+@+ in lawfl $oney of the Philippines,divided into BBBBBBBBBB shares with the par vale of BBBBBBBBBBBBBBBBBBBB(PBBBBBBBBBBBBB) Pesos per share.

('n case all the share are withot par vale)

That the capital stock of the corporation is BBBBBBBBBBBBBB shares withot par vale. ('ncase so$e shares have par vale and so$e are withot par vale) That the capital stock ofsaid corporation consists of BBBBBBBBBBBBB shares of which BBBBBBBBBBBBBB shares are of the par vale of BBBBBBBBBBBBBBBBB (PBBBBBBBBBBBB) P+@+ each, and of which

BBBBBBBBBBBBBBBBB shares are withot par vale.

'IFTF That at least twenty five (#;) per cent of the athoried capital stock abovestated has been sbscribed as follows

a$e of +bscriber

ationality o. of +hares+bscribed

A$ont+bscribed

BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBB






'TF That the above%na$ed sbscribers have paid at least twenty%five (#;) percent ofthe total sbscription as follows

a$e of +bscriber

A$ont +bscribed TotalPaid%'n






(3odify os. 5 and = if shares are with no par vale. 'n case the corporation is non%stock,os. 4, 5 and = of the above articles $ay be $odified accordingly, and it is sfficient if thearticles state the a$ont of capital or $oney contribted or donated by specified persons,stating the na$es, nationalities and residences of the contribtors or donors and therespective a$ont given by each.)



TTF That BBBBBBBBBBBBBBBBBBBBB has been elected by the sbscribers as Treasrer of the Corporation to act as sch ntil his sccessor is dly elected and *alified in accordancewith the by%laws, and that as sch Treasrer, he has been athoried to receive for and inthe na$e and for the benefit of the corporation, all sbscription (or fees) or contribtions ordonations paid or given by the sbscribers or $e$bers.

?HTF (Corporations which will engage in any bsiness or activity reserved for 7ilipinocitiens shall provide the following)

"o transfer of stock or interest which shall redce the ownership of 7ilipino citiens to lessthan the re*ired percentage of the capital stock as provided by e!isting laws shall beallowed or per$itted to be recorded in the proper books of the corporation and this restrictionshall be indicated in all stock certificates issed by the corporation."

' 0'T++ 0F:@7, we have herento signed these Articles of 'ncorporation, this BBBBBBBBBB day of BBBBBBBBBBBBBBBB, 1= BBBBBB in the City<3nicipality of BBBBBBBBBBBBBBBBBBBB, Province of BBBBBBBBBBBBBBBBBBBBBBBB, :epblic of thePhilippines.

BBBBBBBBBBBBBBBBBBB BBBBBBBBBBBBBBBBBBB


BBBBBBBBBBBBBBBBBBBBBBBBBBBBBBBB

(a$es and signatres of the incorporators)

+'I6 ' TF P:+C @7


(otarial Acknowledg$ent)

T:A+>::8+ A77'6AH'T

:P>D?'C @7 TF PF'?'PP'+)

C'TE<3>'C'PA?'TE @7 ) +.+.

P:@H'C @7 )

', BBBBBBBBBBBBBBBBBBBB, being dly sworn, depose and say

That ' have been elected by the sbscribers of the corporation as Treasrer thereof, to act assch ntil $y sccessor has been dly elected and *alified in accordance with the by%lawsof the corporation, and that as sch Treasrer, ' hereby certify nder oath that at least #;of the athoried capital stock of the corporation has been sbscribed and at least #; ofthe total sbscription has been paid, and received by $e, in cash or property, in the a$ontof not less than P,///.//, in accordance with the Corporation Code.



BBBBBBBBBBBBBBBBBBBB

(+ignatre of Treasrer)

+>D+C:'D6 A6 +0@: to before $e, a otary Pblic, for and in the City<3nicipalityofBBBBBBBBBBBBBBBBBBBProvince of BBBBBBBBBBBBBBBBBBBBB, this BBBBBBB day of

BBBBBBBBBBB, 1= BBBBB- by BBBBBBBBBBBBBBBBBB with :es. Cert. o. BBBBBBBBBBB issedat BBBBBBBBBBBBBBBBBBBBBBB on BBBBBBBBBBBB, 1= BBBBBB

@TA:E P>D?'C

3y co$$ission e!pires on BBBBBBBBB, 1= BBBBB

6oc. o. BBBBBBBBB-

Page o. BBBBBBBBB-

Dook o. BBBBBBBB-

+eries of 1=BBBB (4a)

Sectin !6" $mendment of $rticles of %ncorporation. – >nless otherwise prescribed by thisCode or by special law, and for legiti$ate prposes, any provision or $atter stated in thearticles of incorporation $ay be a$ended by a $a9ority vote of the board of directors ortrstees and the vote or written assent of the stockholders representing at least two%thirds(#<&) of the otstanding capital stock, withot pre9dice to the appraisal right of dissentingstockholders in accordance with the provisions of this Code, or the vote or written assent ofat least two%thirds (#<&) of the $e$bers if it be a non%stock corporation.

The original and a$ended articles together shall contain all provisions re*ired by law to be

set ot in the articles of incorporation. +ch articles, as a$ended shall be indicated bynderscoring the change or changes $ade, and a copy thereof dly certified nder oath bythe corporate secretary and a $a9ority of the directors or trstees stating the fact that saida$end$ent or a$end$ents have been dly approved by the re*ired vote of thestockholders or $e$bers, shall be sb$itted to the +ecrities and !change Co$$ission.

The a$end$ents shall take effect pon their approval by the +ecrities and !changeCo$$ission or fro$ the date of filing with the said Co$$ission if not acted pon within si!(2) $onths fro$ the date of filing for a case not attribtable to the corporation.

Sectin !'" &rounds when articles of incorporation or amendment may be re'ected ordisappro(ed. – The +ecrities and !change Co$$ission $ay re9ect the articles of

incorporation or disapprove any a$end$ent thereto if the sa$e is not in co$pliance with there*ire$ents of this Code Provided, That the Co$$ission shall give the incorporators areasonable ti$e within which to correct or $odify the ob9ectionable portions of the articles ora$end$ent. The following are gronds for sch re9ection or disapproval

1. That the articles of incorporation or any a$end$ent thereto is not sbstantially inaccordance with the for$ prescribed herein-



#. That the prpose or prposes of the corporation are patently nconstittional,illegal, i$$oral, or contrary to govern$ent rles and reglations-

&. That the Treasrer8s Affidavit concerning the a$ont of capital stock sbscribedand<or paid is false-

. That the percentage of ownership of the capital stock to be owned by citiens ofthe Philippines has not been co$plied with as re*ired by e!isting laws or theConstittion.

o articles of incorporation or a$end$ent to articles of incorporation of banks, banking and*asi%banking instittions, bilding and loan associations, trst co$panies and otherfinancial inter$ediaries, insrance co$panies, pblic tilities, edcational instittions, andother corporations governed by special laws shall be accepted or approved by theCo$$ission nless acco$panied by a favorable reco$$endation of the appropriategovern$ent agency to the effect that sch articles or a$end$ent is in accordance with law.(n)

Sectin !8" Corporate name. – o corporate na$e $ay be allowed by the +ecrities and!change Co$$ission if the proposed na$e is identical or deceptively or confsingly si$ilar to that of any e!isting corporation or to any other na$e already protected by law or ispatently deceptive, confsing or contrary to e!isting laws. 0hen a change in the corporatena$e is approved, the Co$$ission shall isse an a$ended certificate of incorporation nder the a$ended na$e. (n)

Sectin !(" Commencement of corporate e)istence. – A private corporation for$ed ororganied nder this Code co$$ences to have corporate e!istence and 9ridical personalityand is dee$ed incorporated fro$ the date the +ecrities and !change Co$$ission issesa certificate of incorporation nder its official seal- and therepon the incorporators,stockholders<$e$bers and their sccessors shall constitte a body politic and corporatender the na$e stated in the articles of incorporation for the period of ti$e $entionedtherein, nless said period is e!tended or the corporation is sooner dissolved in accordancewith law. (n)

Sectin #*" *e facto corporations. – The de incorporation of any corporation clai$ing ingood faith to be a corporation nder this Code, and its right to e!ercise corporate powers,shall not be in*ired into collaterally in any private sit to which sch corporation $ay be aparty. +ch in*iry $ay be $ade by the +olicitor Ieneral in a *o warranto proceeding. (n)

Sectin #!" Corporation by estoppel. – All persons who ass$e to act as a corporationknowing it to be withot athority to do so shall be liable as general partners for all debts,liabilities and da$ages incrred or arising as a reslt thereof Provided, however, That whenany sch ostensible corporation is sed on any transaction entered by it as a corporation or

on any tort co$$itted by it as sch, it shall not be allowed to se as a defense its lack ofcorporate personality.

@n who ass$es an obligation to an ostensible corporation as sch, cannot resistperfor$ance thereof on the grond that there was in fact no corporation. (n)

Sectin ##" +ffects on nonuse of corporate charter and continuous inoperation of acorporation. – 'f a corporation does not for$ally organie and co$$ence the transaction ofits bsiness or the constrction of its works within two (#) years fro$ the date of its



incorporation, its corporate powers cease and the corporation shall be dee$ed dissolved.Fowever, if a corporation has co$$enced the transaction of its bsiness bt sbse*entlybeco$es continosly inoperative for a period of at least five () years, the sa$e shall be agrond for the sspension or revocation of its corporate franchise or certificate ofincorporation. (1=a)

This provision shall not apply if the failre to organie, co$$ence the transaction of itsbsinesses or the constrction of its works, or to continosly operate is de to casesbeyond the control of the corporation as $ay be deter$ined by the +ecrities and !changeCo$$ission.

TITLE IIIBOARD OF DIRECTORS+TR,STEES AND OFFICERS

Sectin #$" The board of directors or trustees. – >nless otherwise provided in this Code, thecorporate powers of all corporations for$ed nder this Code shall be e!ercised, all bsinesscondcted and all property of sch corporations controlled and held by the board of directorsor trstees to be elected fro$ a$ong the holders of stocks, or where there is no stock, fro$

a$ong the $e$bers of the corporation, who shall hold office for one (1) year ntil theirsccessors are elected and *alified. (#5a)

very director $st own at least one (1) share of the capital stock of the corporation of whichhe is a director, which share shall stand in his na$e on the books of the corporation. Anydirector who ceases to be the owner of at least one (1) share of the capital stock of thecorporation of which he is a director shall thereby cease to be a director. Trstees of non%stock corporations $st be $e$bers thereof. A $a9ority of the directors or trstees of allcorporations organied nder this Code $st be residents of the Philippines.

Sectin #%" +lection of directors or trustees. – At all elections of directors or trstees, there$st be present, either in person or by representative athoried to act by written pro!y, theowners of a $a9ority of the otstanding capital stock, or if there be no capital stock, a$a9ority of the $e$bers entitled to vote. The election $st be by ballot if re*ested by anyvoting stockholder or $e$ber. 'n stock corporations, every stockholder entitled to vote shallhave the right to vote in person or by pro!y the n$ber of shares of stock standing, at theti$e fi!ed in the by%laws, in his own na$e on the stock books of the corporation, or wherethe by%laws are silent, at the ti$e of the election- and said stockholder $ay vote schn$ber of shares for as $any persons as there are directors to be elected or he $ayc$late said shares and give one candidate as $any votes as the n$ber of directors tobe elected $ltiplied by the n$ber of his shares shall e*al, or he $ay distribte the$ onthe sa$e principle a$ong as $any candidates as he shall see fit Provided, That the totaln$ber of votes cast by hi$ shall not e!ceed the n$ber of shares owned by hi$ as shownin the books of the corporation $ltiplied by the whole n$ber of directors to be electedProvided, however, That no delin*ent stock shall be voted. >nless otherwise provided in the

articles of incorporation or in the by%laws, $e$bers of corporations which have no capitalstock $ay cast as $any votes as there are trstees to be elected bt $ay not cast $orethan one vote for one candidate. Candidates receiving the highest n$ber of votes shall bedeclared elected. Any $eeting of the stockholders or $e$bers called for an election $ayad9orn fro$ day to day or fro$ ti$e to ti$e bt not sine die or indefinitely if, for any reason,no election is held, or if there are not present or represented by pro!y, at the $eeting, theowners of a $a9ority of the otstanding capital stock, or if there be no capital stock, a$a9ority of the $e$bers entitled to vote. (&1a)



Sectin #&" Corporate officers, "uorum. – '$$ediately after their election, the directors of acorporation $st for$ally organie by the election of a president, who shall be a director, atreasrer who $ay or $ay not be a director, a secretary who shall be a resident and citienof the Philippines, and sch other officers as $ay be provided for in the by%laws. Any two (#)or $ore positions $ay be held concrrently by the sa$e person, e!cept that no one shall actas president and secretary or as president and treasrer at the sa$e ti$e.

The directors or trstees and officers to be elected shall perfor$ the dties en9oined on the$by law and the by%laws of the corporation. >nless the articles of incorporation or the by%lawsprovide for a greater $a9ority, a $a9ority of the n$ber of directors or trstees as fi!ed in thearticles of incorporation shall constitte a *or$ for the transaction of corporate bsiness,and every decision of at least a $a9ority of the directors or trstees present at a $eeting atwhich there is a *or$ shall be valid as a corporate act, e!cept for the election of officerswhich shall re*ire the vote of a $a9ority of all the $e$bers of the board.

6irectors or trstees cannot attend or vote by pro!y at board $eetings. (&&a)

Sectin #6" eport of election of directors, trustees and officers. – 0ithin thirty (&/) days

after the election of the directors, trstees and officers of the corporation, the secretary, orany other officer of the corporation, shall sb$it to the +ecrities and !changeCo$$ission, the na$es, nationalities and residences of the directors, trstees, and officerselected. +hold a director, trstee or officer die, resign or in any $anner cease to hold office,his heirs in case of his death, the secretary, or any other officer of the corporation, or thedirector, trstee or officer hi$self, shall i$$ediately report sch fact to the +ecrities and!change Co$$ission. (n)

Sectin #'" *is"ualification of directors, trustees or officers. – o person convicted by final 9dg$ent of an offense pnishable by i$prison$ent for a period e!ceeding si! (2) years, or aviolation of this Code co$$itted within five () years prior to the date of his election orappoint$ent, shall *alify as a director, trstee or officer of any corporation. (n)

Sectin #8" emo(al of directors or trustees. – Any director or trstee of a corporation $aybe re$oved fro$ office by a vote of the stockholders holding or representing at least two%thirds (#<&) of the otstanding capital stock, or if the corporation be a non%stock corporation,by a vote of at least two%thirds (#<&) of the $e$bers entitled to vote Provided, That schre$oval shall take place either at a reglar $eeting of the corporation or at a special $eetingcalled for the prpose, and in either case, after previos notice to stockholders or $e$bersof the corporation of the intention to propose sch re$oval at the $eeting. A special $eetingof the stockholders or $e$bers of a corporation for the prpose of re$oval of directors ortrstees, or any of the$, $st be called by the secretary on order of the president or on thewritten de$and of the stockholders representing or holding at least a $a9ority of theotstanding capital stock, or, if it be a non%stock corporation, on the written de$and of a$a9ority of the $e$bers entitled to vote. +hold the secretary fail or refse to call the special

$eeting pon sch de$and or fail or refse to give the notice, or if there is no secretary, thecall for the $eeting $ay be addressed directly to the stockholders or $e$bers by anystockholder or $e$ber of the corporation signing the de$and. otice of the ti$e and placeof sch $eeting, as well as of the intention to propose sch re$oval, $st be given bypblication or by written notice prescribed in this Code. :e$oval $ay be with or withotcase Provided, That re$oval withot case $ay not be sed to deprive $inoritystockholders or $e$bers of the right of representation to which they $ay be entitled nder+ection # of this Code. (n)



Sectin #(" -acancies in the office of director or trustee. – Any vacancy occrring in theboard of directors or trstees other than by re$oval by the stockholders or $e$bers or bye!piration of ter$, $ay be filled by the vote of at least a $a9ority of the re$aining directors or trstees, if still constitting a *or$- otherwise, said vacancies $st be filled by thestockholders in a reglar or special $eeting called for that prpose. A director or trstee soelected to fill a vacancy shall be elected only or the ne!pired ter$ of his predecessor in

office.

Any directorship or trsteeship to be filled by reason of an increase in the n$ber ofdirectors or trstees shall be filled only by an election at a reglar or at a special $eeting ofstockholders or $e$bers dly called for the prpose, or in the sa$e $eeting athoriing theincrease of directors or trstees if so stated in the notice of the $eeting. (n)

Sectin $*" Compensation of directors. – 'n the absence of any provision in the by%lawsfi!ing their co$pensation, the directors shall not receive any co$pensation, as schdirectors, e!cept for reasonable per die$s Provided, however, That any sch co$pensationother than per die$s $ay be granted to directors by the vote of the stockholdersrepresenting at least a $a9ority of the otstanding capital stock at a reglar or special

stockholders8 $eeting. 'n no case shall the total yearly co$pensation of directors, as schdirectors, e!ceed ten (1/;) percent of the net inco$e before inco$e ta! of the corporationdring the preceding year. (n)

Sectin $!" iability of directors, trustees or officers. % 6irectors or trstees who willflly andknowingly vote for or assent to patently nlawfl acts of the corporation or who are gilty ofgross negligence or bad faith in directing the affairs of the corporation or ac*ire anypersonal or pecniary interest in conflict with their dty as sch directors or trstees shall beliable 9ointly and severally for all da$ages reslting therefro$ sffered by the corporation, itsstockholders or $e$bers and other persons.

0hen a director, trstee or officer atte$pts to ac*ire or ac*ire, in violation of his dty, anyinterest adverse to the corporation in respect of any $atter which has been reposed in hi$ in

confidence, as to which e*ity i$poses a disability pon hi$ to deal in his own behalf, heshall be liable as a trstee for the corporation and $st accont for the profits whichotherwise wold have accred to the corporation. (n)

Sectin $#" *ealings of directors, trustees or officers with the corporation. – A contract of thecorporation with one or $ore of its directors or trstees or officers is voidable, at the option of sch corporation, nless all the following conditions are present

1. That the presence of sch director or trstee in the board $eeting in which thecontract was approved was not necessary to constitte a *or$ for sch $eeting-

#. That the vote of sch director or trstee was not necessary for the approval of the

contract-

&. That the contract is fair and reasonable nder the circ$stances- and

. That in case of an officer, the contract has been previosly athoried by theboard of directors.



0here any of the first two conditions set forth in the preceding paragraph is absent,in the case of a contract with a director or trstee, sch contract $ay be ratified bythe vote of the stockholders representing at least two%thirds (#<&) of the otstandingcapital stock or of at least two%thirds (#<&) of the $e$bers in a $eeting called for theprpose Provided, That fll disclosre of the adverse interest of the directors ortrstees involved is $ade at sch $eeting Provided, however, That the contract is

fair and reasonable nder the circ$stances. (n)

Sectin $$" Contracts between corporations with interlocking directors. – !cept in cases offrad, and provided the contract is fair and reasonable nder the circ$stances, a contractbetween two or $ore corporations having interlocking directors shall not be invalidated onthat grond alone Provided, That if the interest of the interlocking director in one corporationis sbstantial and his interest in the other corporation or corporations is $erely no$inal, heshall be sb9ect to the provisions of the preceding section insofar as the latter corporation orcorporations are concerned.

+tockholdings e!ceeding twenty (#/;) percent of the otstanding capital stock shall beconsidered sbstantial for prposes of interlocking directors. (n)

Sectin $%" *isloyalty of a director. – 0here a director, by virte of his office, ac*ires forhi$self a bsiness opportnity which shold belong to the corporation, thereby obtainingprofits to the pre9dice of sch corporation, he $st accont to the latter for all sch profitsby refnding the sa$e, nless his act has been ratified by a vote of the stockholders owningor representing at least two%thirds (#<&) of the otstanding capital stock. This provision shallbe applicable, notwithstanding the fact that the director risked his own fnds in the ventre.(n)

Sectin $&" +)ecuti(e committee. – The by%laws of a corporation $ay create an e!ectiveco$$ittee, co$posed of not less than three $e$bers of the board, to be appointed by theboard. +aid co$$ittee $ay act, by $a9ority vote of all its $e$bers, on sch specific $atterswithin the co$petence of the board, as $ay be delegated to it in the by%laws or on a $a9ority

vote of the board, e!cept with respect to (1) approval of any action for which shareholders8approval is also re*ired- (#) the filing of vacancies in the board- (&) the a$end$ent orrepeal of by%laws or the adoption of new by%laws- () the a$end$ent or repeal of anyresoltion of the board which by its e!press ter$s is not so a$endable or repealable- and ()a distribtion of cash dividends to the shareholders.

TITLE IVPO-ERS OF CORPORATIONS

Sectin $6" Corporate powers and capacity. – very corporation incorporated nder thisCode has the power and capacity

1. To se and be sed in its corporate na$e-

#. @f sccession by its corporate na$e for the period of ti$e stated in the articles ofincorporation and the certificate of incorporation-

&. To adopt and se a corporate seal-



. To a$end its articles of incorporation in accordance with the provisions of thisCode-

. To adopt by%laws, not contrary to law, $orals, or pblic policy, and to a$end orrepeal the sa$e in accordance with this Code-

2. 'n case of stock corporations, to isse or sell stocks to sbscribers and to sellstocks to sbscribers and to sell treasry stocks in accordance with the provisions ofthis Code- and to ad$it $e$bers to the corporation if it be a non%stock corporation-

4. To prchase, receive, take or grant, hold, convey, sell, lease, pledge, $ortgageand otherwise deal with sch real and personal property, inclding secrities andbonds of other corporations, as the transaction of the lawfl bsiness of thecorporation $ay reasonably and necessarily re*ire, sb9ect to the li$itationsprescribed by law and the Constittion-

5. To enter into $erger or consolidation with other corporations as provided in thisCode-

=. To $ake reasonable donations, inclding those for the pblic welfare or forhospital, charitable, cltral, scientific, civic, or si$ilar prposes Provided, That nocorporation, do$estic or foreign, shall give donations in aid of any political party orcandidate or for prposes of partisan political activity-

1/. To establish pension, retire$ent, and other plans for the benefit of its directors,trstees, officers and e$ployees- and

11. To e!ercise sch other powers as $ay be essential or necessary to carry ot itsprpose or prposes as stated in the articles of incorporation. (1&a)

Sectin $'" Power to e)tend or shorten corporate term. – A private corporation $ay e!tendor shorten its ter$ as stated in the articles of incorporation when approved by a $a9ority voteof the board of directors or trstees and ratified at a $eeting by the stockholdersrepresenting at least two%thirds (#<&) of the otstanding capital stock or by at least two%thirds(#<&) of the $e$bers in case of non%stock corporations. 0ritten notice of the proposed actionand of the ti$e and place of the $eeting shall be addressed to each stockholder or $e$berat his place of residence as shown on the books of the corporation and deposited to theaddressee in the post office with postage prepaid, or served personally Provided, That incase of e!tension of corporate ter$, any dissenting stockholder $ay e!ercise his appraisalright nder the conditions provided in this code. (n)

Sectin $8" Power to increase or decrease capital stock/ incur, create or increase bondedindebtedness. – o corporation shall increase or decrease its capital stock or incr, create or increase any bonded indebtedness nless approved by a $a9ority vote of the board ofdirectors and, at a stockholder8s $eeting dly called for the prpose, two%thirds (#<&) of theotstanding capital stock shall favor the increase or di$intion of the capital stock, or theincrring, creating or increasing of any bonded indebtedness. 0ritten notice of the proposedincrease or di$intion of the capital stock or of the incrring, creating, or increasing of anybonded indebtedness and of the ti$e and place of the stockholder8s $eeting at which theproposed increase or di$intion of the capital stock or the incrring or increasing of anybonded indebtedness is to be considered, $st be addressed to each stockholder at his



place of residence as shown on the books of the corporation and deposited to the addresseein the post office with postage prepaid, or served personally.

A certificate in dplicate $st be signed by a $a9ority of the directors of the corporation andcontersigned by the chair$an and the secretary of the stockholders8 $eeting, setting forth

(1) That the re*ire$ents of this section have been co$plied with-

(#) The a$ont of the increase or di$intion of the capital stock-

(&) 'f an increase of the capital stock, the a$ont of capital stock or n$ber ofshares of no%par stock thereof actally sbscribed, the na$es, nationalities andresidences of the persons sbscribing, the a$ont of capital stock or n$ber of no%par stock sbscribed by each, and the a$ont paid by each on his sbscription incash or property, or the a$ont of capital stock or n$ber of shares of no%par stockallotted to each stock%holder if sch increase is for the prpose of $aking effectivestock dividend therefor athoried-

() Any bonded indebtedness to be incrred, created or increased-

() The actal indebtedness of the corporation on the day of the $eeting-

(2) The a$ont of stock represented at the $eeting- and

(4) The vote athoriing the increase or di$intion of the capital stock, or theincrring, creating or increasing of any bonded indebtedness.

Any increase or decrease in the capital stock or the incrring, creating or increasingof any bonded indebtedness shall re*ire prior approval of the +ecrities and!change Co$$ission.

@ne of the dplicate certificates shall be kept on file in the office of the corporationand the other shall be filed with the +ecrities and !change Co$$ission andattached to the original articles of incorporation. 7ro$ and after approval by the+ecrities and !change Co$$ission and the issance by the Co$$ission of itscertificate of filing, the capital stock shall stand increased or decreased and theincrring, creating or increasing of any bonded indebtedness athoried, as thecertificate of filing $ay declare Provided, That the +ecrities and !changeCo$$ission shall not accept for filing any certificate of increase of capital stocknless acco$panied by the sworn state$ent of the treasrer of the corporationlawflly holding office at the ti$e of the filing of the certificate, showing that at leasttwenty%five (#;) percent of sch increased capital stock has been sbscribed and

that at least twenty%five (#;) percent of the a$ont sbscribed has been paid either in actal cash to the corporation or that there has been transferred to the corporationproperty the valation of which is e*al to twenty%five (#;) percent of thesbscription Provided, frther, That no decrease of the capital stock shall beapproved by the Co$$ission if its effect shall pre9dice the rights of corporatecreditors.





Sectin %!" Power to ac"uire own shares. – A stock corporation shall have the power toprchase or ac*ire its own shares for a legiti$ate corporate prpose or prposes, incldingbt not li$ited to the following cases Provided, That the corporation has nrestrictedretained earnings in its books to cover the shares to be prchased or ac*ired

1. To eli$inate fractional shares arising ot of stock dividends-

#. To collect or co$pro$ise an indebtedness to the corporation, arising ot of npaidsbscription, in a delin*ency sale, and to prchase delin*ent shares sold dringsaid sale- and

&. To pay dissenting or withdrawing stockholders entitled to pay$ent for their sharesnder the provisions of this Code. (a)

Sectin %#" Power to in(est corporate funds in another corporation or business or for anyother purpose. – +b9ect to the provisions of this Code, a private corporation $ay invest itsfnds in any other corporation or bsiness or for any prpose other than the pri$ary prposefor which it was organied when approved by a $a9ority of the board of directors or trstees

and ratified by the stockholders representing at least two%thirds (#<&) of the otstandingcapital stock, or by at least two thirds (#<&) of the $e$bers in the case of non%stockcorporations, at a stockholder8s or $e$ber8s $eeting dly called for the prpose. 0rittennotice of the proposed invest$ent and the ti$e and place of the $eeting shall be addressedto each stockholder or $e$ber at his place of residence as shown on the books of thecorporation and deposited to the addressee in the post office with postage prepaid, or servedpersonally Provided, That any dissenting stockholder shall have appraisal right as providedin this Code Provided, however, That where the invest$ent by the corporation is reasonablynecessary to acco$plish its pri$ary prpose as stated in the articles of incorporation, theapproval of the stockholders or $e$bers shall not be necessary. (14 1<#a)

Sectin %$" Power to declare di(idends. % The board of directors of a stock corporation $aydeclare dividends ot of the nrestricted retained earnings which shall be payable in cash, inproperty, or in stock to all stockholders on the basis of otstanding stock held by the$Provided, That any cash dividends de on delin*ent stock shall first be applied to thenpaid balance on the sbscription pls costs and e!penses, while stock dividends shall bewithheld fro$ the delin*ent stockholder ntil his npaid sbscription is flly paid Provided,frther, That no stock dividend shall be issed withot the approval of stockholdersrepresenting not less than two%thirds (#<&) of the otstanding capital stock at a reglar orspecial $eeting dly called for the prpose. (12a)

+tock corporations are prohibited fro$ retaining srpls profits in e!cess of one hndred(1//;) percent of their paid%in capital stock, e!cept (1) when 9stified by definite corporatee!pansion pro9ects or progra$s approved by the board of directors- or (#) when thecorporation is prohibited nder any loan agree$ent with any financial instittion or creditor,

whether local or foreign, fro$ declaring dividends withot its<his consent, and sch consenthas not yet been secred- or (&) when it can be clearly shown that sch retention isnecessary nder special circ$stances obtaining in the corporation, sch as when there isneed for special reserve for probable contingencies. (n)

Sectin %%" Power to enter into management contract. – o corporation shall conclde a$anage$ent contract with another corporation nless sch contract shall have beenapproved by the board of directors and by stockholders owning at least the $a9ority of theotstanding capital stock, or by at least a $a9ority of the $e$bers in the case of a non%stock



corporation, of both the $anaging and the $anaged corporation, at a $eeting dly called forthe prpose Provided, That (1) where a stockholder or stockholders representing the sa$einterest of both the $anaging and the $anaged corporations own or control $ore than one%third (1<&) of the total otstanding capital stock entitled to vote of the $anaging corporation-or (#) where a $a9ority of the $e$bers of the board of directors of the $anaging corporationalso constitte a $a9ority of the $e$bers of the board of directors of the $anaged

corporation, then the $anage$ent contract $st be approved by the stockholders of the$anaged corporation owning at least two%thirds (#<&) of the total otstanding capital stockentitled to vote, or by at least two%thirds (#<&) of the $e$bers in the case of a non%stockcorporation. o $anage$ent contract shall be entered into for a period longer than fiveyears for any one ter$.

The provisions of the ne!t preceding paragraph shall apply to any contract whereby acorporation ndertakes to $anage or operate all or sbstantially all of the bsiness ofanother corporation, whether sch contracts are called service contracts, operatingagree$ents or otherwise Provided, however, That sch service contracts or operatingagree$ents which relate to the e!ploration, develop$ent, e!ploitation or tiliation of natralresorces $ay be entered into for sch periods as $ay be provided by the pertinent laws orreglations. (n)

Sectin %&" >ltra vires acts of corporations. – o corporation nder this Code shall possessor e!ercise any corporate powers e!cept those conferred by this Code or by its articles ofincorporation and e!cept sch as are necessary or incidental to the e!ercise of the powersso conferred. (n)

TITLE VB. LA-S

Sectin %6" $doption of bylaws. – very corporation for$ed nder this Code $st, withinone (1) $onth after receipt of official notice of the issance of its certificate of incorporationby the +ecrities and !change Co$$ission, adopt a code of by%laws for its govern$ent not

inconsistent with this Code. 7or the adoption of by%laws by the corporation the affir$ativevote of the stockholders representing at least a $a9ority of the otstanding capital stock, or of at least a $a9ority of the $e$bers in case of non%stock corporations, shall be necessary. Theby%laws shall be signed by the stockholders or $e$bers voting for the$ and shall be kept inthe principal office of the corporation, sb9ect to the inspection of the stockholders or$e$bers dring office hors. A copy thereof, dly certified to by a $a9ority of the directors ortrstees contersigned by the secretary of the corporation, shall be filed with the +ecritiesand !change Co$$ission which shall be attached to the original articles of incorporation.

otwithstanding the provisions of the preceding paragraph, by%laws $ay be adopted andfiled prior to incorporation- in sch case, sch by%laws shall be approved and signed by allthe incorporators and sb$itted to the +ecrities and !change Co$$ission, together with

the articles of incorporation.

'n all cases, by%laws shall be effective only pon the issance by the +ecrities and!change Co$$ission of a certification that the by%laws are not inconsistent with this Code.

The +ecrities and !change Co$$ission shall not accept for filing the by%laws or anya$end$ent thereto of any bank, banking instittion, bilding and loan association, trstco$pany, insrance co$pany, pblic tility, edcational instittion or other specialcorporations governed by special laws, nless acco$panied by a certificate of the



appropriate govern$ent agency to the effect that sch by%laws or a$end$ents are inaccordance with law. (#/a)

Sectin %'" Contents of bylaws. – +b9ect to the provisions of the Constittion, this Code,other special laws, and the articles of incorporation, a private corporation $ay provide in itsby%laws for

1. The ti$e, place and $anner of calling and condcting reglar or special $eetingsof the directors or trstees-

#. The ti$e and $anner of calling and condcting reglar or special $eetings of thestockholders or $e$bers-

&. The re*ired *or$ in $eetings of stockholders or $e$bers and the $anner ofvoting therein-

. The for$ for pro!ies of stockholders and $e$bers and the $anner of voting the$-

. The *alifications, dties and co$pensation of directors or trstees, officers ande$ployees-

2. The ti$e for holding the annal election of directors of trstees and the $ode or$anner of giving notice thereof-

4. The $anner of election or appoint$ent and the ter$ of office of all officers otherthan directors or trstees-

5. The penalties for violation of the by%laws-

=. 'n the case of stock corporations, the $anner of issing stock certificates- and

1/. +ch other $atters as $ay be necessary for the proper or convenient transactionof its corporate bsiness and affairs. (#1a)

Sectin %8" $mendments to bylaws. – The board of directors or trstees, by a $a9ority votethereof, and the owners of at least a $a9ority of the otstanding capital stock, or at least a$a9ority of the $e$bers of a non%stock corporation, at a reglar or special $eeting dlycalled for the prpose, $ay a$end or repeal any by%laws or adopt new by%laws. The ownersof two%thirds (#<&) of the otstanding capital stock or two%thirds (#<&) of the $e$bers in anon%stock corporation $ay delegate to the board of directors or trstees the power to a$endor repeal any by%laws or adopt new by%laws Provided, That any power delegated to theboard of directors or trstees to a$end or repeal any by%laws or adopt new by%laws shall be

considered as revoked whenever stockholders owning or representing a $a9ority of theotstanding capital stock or a $a9ority of the $e$bers in non%stock corporations, shall sovote at a reglar or special $eeting.

0henever any a$end$ent or new by%laws are adopted, sch a$end$ent or new by%lawsshall be attached to the original by%laws in the office of the corporation, and a copy thereof,dly certified nder oath by the corporate secretary and a $a9ority of the directors ortrstees, shall be filed with the +ecrities and !change Co$$ission the sa$e to beattached to the original articles of incorporation and original by%laws.



The a$ended or new by%laws shall only be effective pon the issance by the +ecrities and!change Co$$ission of a certification that the sa$e are not inconsistent with this Code.(##a and #&a)

TITLE VI/EETINGS

Sectin %(" 1inds of meetings. – 3eetings of directors, trstees, stockholders, or $e$bers$ay be reglar or special. (n)

Sectin &*" egular and special meetings of stockholders or members. % :eglar $eetingsof stockholders or $e$bers shall be held annally on a date fi!ed in the by%laws, or if not sofi!ed, on any date in April of every year as deter$ined by the board of directors or trsteesProvided, That written notice of reglar $eetings shall be sent to all stockholders or$e$bers of record at least two (#) weeks prior to the $eeting, nless a different period isre*ired by the by%laws.

+pecial $eetings of stockholders or $e$bers shall be held at any ti$e dee$ed necessary

or as provided in the by%laws Provided, however, That at least one (1) week written noticeshall be sent to all stockholders or $e$bers, nless otherwise provided in the by%laws.

otice of any $eeting $ay be waived, e!pressly or i$pliedly, by any stockholder or $e$ber.

0henever, for any case, there is no person athoried to call a $eeting, the +ecrities and!change Co$$ission, pon petition of a stockholder or $e$ber on a showing of goodcase therefor, $ay isse an order to the petitioning stockholder or $e$ber directing hi$ tocall a $eeting of the corporation by giving proper notice re*ired by this Code or by the by%laws. The petitioning stockholder or $e$ber shall preside thereat ntil at least a $a9ority ofthe stockholders or $e$bers present have chosen one of their n$ber as presiding officer.(#, #2)

Sectin &!" Place and time of meetings of stockholders of members. – +tockholder8s or$e$ber8s $eetings, whether reglar or special, shall be held in the city or $nicipalitywhere the principal office of the corporation is located, and if practicable in the principal officeof the corporation Provided, That 3etro 3anila shall, for prposes of this section, beconsidered a city or $nicipality.

otice of $eetings shall be in writing, and the ti$e and place thereof stated therein.

All proceedings had and any bsiness transacted at any $eeting of the stockholders or$e$bers, if within the powers or athority of the corporation, shall be valid even if the$eeting be i$properly held or called, provided all the stockholders or $e$bers of thecorporation are present or dly represented at the $eeting. (# and #)

Sectin &#" 2uorum in meetings. – >nless otherwise provided for in this Code or in the by%laws, a *or$ shall consist of the stockholders representing a $a9ority of the otstandingcapital stock or a $a9ority of the $e$bers in the case of non%stock corporations. (n)

Sectin &$" egular and special meetings of directors or trustees. – :eglar $eetings of theboard of directors or trstees of every corporation shall be held $onthly, nless the by%lawsprovide otherwise.



+pecial $eetings of the board of directors or trstees $ay be held at any ti$e pon the callof the president or as provided in the by%laws.

3eetings of directors or trstees of corporations $ay be held anywhere in or otside of thePhilippines, nless the by%laws provide otherwise. otice of reglar or special $eetingsstating the date, ti$e and place of the $eeting $st be sent to every director or trstee at

least one (1) day prior to the schedled $eeting, nless otherwise provided by the by%laws. Adirector or trstee $ay waive this re*ire$ent, either e!pressly or i$pliedly. (n)

Sectin &%" 3ho shall preside at meetings. – The president shall preside at all $eetings ofthe directors or trstee as well as of the stockholders or $e$bers, nless the by%lawsprovide otherwise. (n)

Sectin &&" ight to (ote of pledgors, mortgagors, and administrators. – 'n case of pledgedor $ortgaged shares in stock corporations, the pledgor or $ortgagor shall have the right toattend and vote at $eetings of stockholders, nless the pledgee or $ortgagee is e!presslygiven by the pledgor or $ortgagor sch right in writing which is recorded on the appropriatecorporate books. (n)

!ectors, ad$inistrators, receivers, and other legal representatives dly appointed by thecort $ay attend and vote in behalf of the stockholders or $e$bers withot need of anywritten pro!y. (#4a)

Sectin &6" -oting in case of 'oint ownership of stock. – 'n case of shares of stock owned 9ointly by two or $ore persons, in order to vote the sa$e, the consent of all the co%ownersshall be necessary, nless there is a written pro!y, signed by all the co%owners, athoriingone or so$e of the$ or any other person to vote sch share or shares Provided, That whenthe shares are owned in an "and<or" capacity by the holders thereof, any one of the 9ointowners can vote said shares or appoint a pro!y therefor. (n)

Sectin &'" -oting right for treasury shares. – Treasry shares shall have no voting right aslong as sch shares re$ain in the Treasry. (n)

Sectin &8" Pro)ies. – +tockholders and $e$bers $ay vote in person or by pro!y in all$eetings of stockholders or $e$bers. Pro!ies shall in writing, signed by the stockholder or$e$ber and filed before the schedled $eeting with the corporate secretary. >nlessotherwise provided in the pro!y, it shall be valid only for the $eeting for which it is intended.o pro!y shall be valid and effective for a period longer than five () years at any one ti$e.(n)

Sectin &(" -oting trusts. – @ne or $ore stockholders of a stock corporation $ay create avoting trst for the prpose of conferring pon a trstee or trstees the right to vote and other rights pertaining to the shares for a period not e!ceeding five () years at any ti$e Provided,

That in the case of a voting trst specifically re*ired as a condition in a loan agree$ent,said voting trst $ay be for a period e!ceeding five () years bt shall ato$atically e!pirepon fll pay$ent of the loan. A voting trst agree$ent $st be in writing and notaried, andshall specify the ter$s and conditions thereof. A certified copy of sch agree$ent shall befiled with the corporation and with the +ecrities and !change Co$$ission- otherwise, saidagree$ent is ineffective and nenforceable. The certificate or certificates of stock covered bythe voting trst agree$ent shall be cancelled and new ones shall be issed in the na$e ofthe trstee or trstees stating that they are issed prsant to said agree$ent. 'n the books



of the corporation, it shall be noted that the transfer in the na$e of the trstee or trstees is$ade prsant to said voting trst agree$ent.

The trstee or trstees shall e!ecte and deliver to the transferors voting trst certificates,which shall be transferable in the sa$e $anner and with the sa$e effect as certificates ofstock.

The voting trst agree$ent filed with the corporation shall be sb9ect to e!a$ination by anystockholder of the corporation in the sa$e $anner as any other corporate book or recordProvided, That both the transferor and the trstee or trstees $ay e!ercise the right ofinspection of all corporate books and records in accordance with the provisions of this Code.

Any other stockholder $ay transfer his shares to the sa$e trstee or trstees pon theter$s and conditions stated in the voting trst agree$ent, and therepon shall be bond byall the provisions of said agree$ent.

o voting tr

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Corpo Code Batas Pambansa Bilang 68