Republic Act No. 11232 - Revised Corporation Code of the Philippines

Definitions and Classifications

• The Revised Corporation Code of the Philippines is the title of this Code.
• A corporation is an artificial being created by operation of law, with the right of succession and powers, attributes, and properties authorized by law.
• Corporations may be stock or nonstock corporations.
• Stock corporations have capital stock divided into shares, with dividends or allotments of surplus profits distributed to shareholders based on shares held.
• Nonstock corporations do not have capital stock divided into shares.

Corporation Creation and Governance

• Corporations created by special laws or charters are primarily governed by those laws or charters, supplemented by this Code.
• Corporators are those who compose a corporation, including stockholders or shareholders in a stock corporation or members in a nonstock corporation.
• Incorporators are the original stockholders or members who formed and composed the corporation, mentioned in the articles of incorporation.

Shares and Classifications

• The classification of shares, their rights, privileges, or restrictions, and their stated par value must be indicated in the articles of incorporation.
• Each share is equal in all respects, except as provided in the articles of incorporation and certificate of stock.
• Shares in stock corporations can be divided into classes or series of shares, or both, but no share can be deprived of voting rights except preferred or redeemable shares.
• Holders of nonvoting shares have limited voting rights, including amendments to articles of incorporation, bylaws, and certain corporate actions.