Revised Corporation Code of the Philippines

A corporation is a natural being created by operation of law.

Stock corporations may be organized under the Revised Corporation Code of the Philippines.

Nonstock corporations are authorized to distribute dividends to the holders of shares.

Corporations created by special laws are governed solely by the provisions of this Code.

Corporators may be stockholders in a nonstock corporation.

All corporations formed under this Code are required to have capital stock divided into shares.

Incorporators are stockholders or members mentioned in the articles of incorporation.

The classification of shares, their corresponding rights, privileges, restrictions, and their stated par value, if any, must be indicated in the articles of incorporation.

Each share shall be equal in all respects to every other share, except as otherwise provided in the articles of incorporation and in the certificate of stock.

Nonvoting shares are entitled to vote on matters such as amendment of the articles of incorporation and adoption and amendment of bylaws.

Preferred shares of stock may be issued only with a stated par value.

Banks, trust, insurance, and preneed companies are permitted to issue no-par value shares of stock.

The board of directors can fix the terms and conditions of preferred shares of stock only with the approval of the incorporators.

All shares or series of shares issued by corporations must have a par value.

No share may be deprived of voting rights except those classified and issued as 'preferred' or 'redeemable' shares.

Holders of nonvoting shares are not entitled to vote on the dissolution of the corporation.