Subject/Provision

Old Corporation Code

Revised Corporation Code

1. Incorporators

Any number of natural persons not less than five (5) but not more than fifteen (15)

No minimum number of incorporators (may range from 1 to 15 incorporators)

1. Minimum Capital Stock

Minimum paid-up capital stock on stock corporations is Php 62,500.00

Minimum capital stock amounting to

Php 1,000,000.00

1. Corporate Term

A corporation shall exist for a period not exceeding fifty (50) years from the date of incorporation unless sooner dissolved or unless said period is extended

Removal of the fifty (50)-year corporate term. The corporation will exist perpetually unless the Articles of Incorporation includes a provision on the term of corporate existence OR dissolved sooner

1. One-Person Corporation

No such provision

A natural person, trust, or an estate may form a One Person Corporation

1. 5.Board Meetings

Directors or trustees cannot attend or vote by proxy at board meetings

Participation in absentia or through remote communication methods, such as videoconferencing, teleconferencing or other alternative methods

1. 6.Corporate Officer

No such provision

Mandatory inclusion of Compliance Officer if the corporation is vested with public interest

1. 7.Nationality of a Corporation

No such provision

Formalization of the test in determining the nationality of a corporation, i.e. the control test

1. 8.Removal of a Member of the Board of Directors or Trustees

Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote: Provided, That such removal shall take place either at a regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal at the meeting

Empowering the Securities and Exchange Commission (SEC) to remove disqualified members of the Board of Directors or Trustees

1. 9.Digital Means

No such provision

Introduction of provisions permitting electronic filing of reportorial requirements and attendance in meetings via remote communication methods or in absentia, among others