The Corporation Code: An Overview

The Corporation Code is the primary law governing private corporations.

On May 1, 1980, the Batasang Pambansa enacted Batas Pambansa Blg. 68, known as the “Corporation Code of the Philippines”. The Corporation Code did not expressly repeal Act No. 1459 (which is the old Corporation Law); however, the Corporation Code is deemed to have repealed the old Corporation Law by virtue of the former’s provision repealing all laws inconsistent with the Corporation Code.  In this regard, the explanatory note to the bill that eventually became the Corporate Code states that the Corporation Code “is intended to supplant” the old Corporation Law.

The Corporation Code:

(1) provides for the incorporation, organization and regulation of private stock and non-stock corporations;

(2) defines the powers of corporations and provides for their dissolution;

(3) fixes the duties and liabilities of directors, trustees, and other officers of the corporation;

(4) provides the rights and liabilities of stockholders and members;

(5) provides for requirements under which foreign corporations may transact business in the Philippines;

(6) provides penalties for violations of the Corporation Code.

Unlike corporations, partnerships are governed by the Civil Code.

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