Catacutan, Cris Allea M.

BSA1-5
Sawali Philip

The Corporation Code of the Philippines or the Batas Pambansa Bilang 68

approval date was last May 1, 1980 and Enacted March 1 1906. The Philippine
Island passed to the sovereignty of the United States, the attention of the
Philippine C o m m i s s io n wa s e a r l y d r a wn t o t h e f a ct t h a t t h e r e i s n o
e n t it y i n t h e S p a n is h L a w t h a t e xa ct l y corresponded to the Corporation in
English and American Law. During the Spanish time, the nearest to corporation
was the “sociedadanonima”

The Revised Corporation Code of the Philippines (Revised Code), signed into law
as Republic Act No. 11232 in February 2019. It has been asserted that this landmark
legislation will remove the barriers hindering the entry of both small and large enterprises in
the market, as well as strengthening and simplifying corporate governance standards for a
more streamlined business environment. Also they are concerned with the new taxes , Tax
Alert is issued to inform all concerned on the salient provisions of the Act providing
for the Revised Corporation Code (RCC) of the Philippines signed by the President
on February 20, 2019.
 OLD :B.P. Bldg. 68 NEW: Republic Act no.11232 Differences:
“The Corporation Code of the Philippines." “Revised Corporation Code of the
Philippines”.

SECTION 1. Title of the Code. – This Code shall SECTION 1. Title of the Code. – This Code Change in the Title it
be "The Corporation Code of the Philippines." (n) shall be known as the “Revised Corporation becomes “Revised
Code of the Philippines”. Corporation Code of the
Philippines”.

SECTION 3.Classes of corporations. – SECTION 3. Classes of Corporations. – On the old Corporation code
Corporations formed or organized under this Code Corporations formed or organized under this the Life Span only of a
may be stock or non-stock corporations. Code may be stock or non-stock corporations. Corporation is until 50 years
Corporations which have capital stock divided into Stock corporations are those which have but now, Succession of
shares and are authorized to distribute to the capital stock divided into shares and are perpetual corporate law.
holders of such shares dividends or allotments of authorized to distribute to the holders of such Perpetual existence unless
the surplus profits on the basis of the shares held shares, dividends, or allotments of the surplus want to end the corporation
are stock corporations. All other corporations are profits on the basis of the shares held. All or the contract .
non-stock corporations. (3a) other corporations are non-stock corporations.
SECTION 5. Corporators and incorporators, SECTION 5. Corporators and
stockholders and members. – Corporators are Incorporators, Stockholders and
those who compose acorporation, whether as Members.– Corporators are those who
stockholders or as members.Incorporators are compose a corporation, whether as
those stockholders or members mentioned inthe stockholders or shareholders in a stock
articles of incorporation as originally forming and corporation or as members in a nonstock
composingthe corporation and who are signatories corporation. Incorporators are those
thereof. Corporators in a stock corporation are stockholders or members mentioned inthe
called stockholders or shareholders. Corporators in articles of incorporation as originally forming
a non-stock corporation are called members. (4a) and composing the corporation and who are
signatories thereof.

SECTION 6. Classification of Shares. SECTION 6. Classification of Shares. -Doctrine of Equality of

shares and have atleast
P5.00 of share with a par
value

SECTION 7. Founders’ shares. SECTION 7. Founders’ shares. On the “Revised Corporation

The five-year period Code of the Philippines”
exercise will violate Commonwealth Act No. they add some rules and
108, otherwise known shall commence from which they add the
the date of the aforesaid approval by the anti-dummy act no. 108
as the “Anti-Dummy Law” which means that using the
name of other without
permission and using the
name of other for the sake of
keeping the property for
invalid purposes is not
allowed.
SECTION 8. Redeemable shares. SECTION 8. Redeemable shares.

TITLE II INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS

SECTION 10. Number and Qualifications of SECTION 10. Number and Qualifications of On the Corporation law the
Incorporators. incorporators. Incorporators. incorporators. number of member should
5-15 while on the “Revised
Corporation Code of the
Philippines”.There is no
 limit of members even if
there is only 2 person they
can make a corporation.

SECTION 11. Corporate term SECTION 11. Corporate term Perpetual existence no
limitation of existence of
business, having the
certificate of revival of
corporate existence,
SECTION 12. Minimum capital stock required of SECTION 12. Minimum Capital Stock Not the non-stock organization is
stock- Stock corporations incorporated under this Required of stock Corporations. – Stock a company that does not
Code shall not be required to have any minimum corporations shall not be required have proprietors spoken to
authorized capital stock except as otherwise to have a minimum capital stock, except as by offers of stock. That sort
specifically provided for by special law, and subject otherwise specifically of enterprise is known as a
to the provisions of the following section. provided by special law. stock partnership. Rather, a
non-stock company
ordinarily has individuals
who are what could be
compared to investors in a
stock organization they
reserve the privilege to vote
and different advantages or
rights
SECTION 14.Contents of the Articles of SECTION 13. Contents of the articles of Sec. 13 of “The Corporation
Incorporation. incorporation. Code of the Philippines."
was removed and replaced
to Sec. 14 and change the
members the existence of
the corporation.
SECTION 15. Forms of Articles of Incorporation SECTION 14. Forms of Articles of The difference is the new
Incorporation code added the OPC and
the information about the
perpetual existence of their
corporation.

SECTION 16. Amendment of Articles of SECTION15. Amendment of Articles of

Incorporation. Incorporation.

SECTION 17.Grounds when articles of SECTION 16

incorporation or amendment may be rejected or
disapproved.

SECTION 18. Corporate name. SECTION 17. Corporate name.

SECTION 19. Commencement of corporate SECTION 18. Registration, Incorporation

existence. and Commencement of Corporate
Existence.