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The by-laws of a corporation are used to guide the internal management of the corporation. It is a requirement for the formation of a corporation in the Philippines. The by-laws of a corporation should be adopted by at least a majority of the outstanding capital stock.
Under the Corporation Code of the Philippines, the corporation may include matters that are necessary for the proper or convenient transaction of its corporate business, these may include:
The by-laws can also include a provision for the closing of the transfer book of the corporation and for setting a record date when there is a need for a vote or participation of stockholders such as notice and attendance to meetings or the distribution of dividends. The transfer book is a book wherein the Corporate Secretary should record the names of the stockholders, the number of shares that they hold, and any transfer of stocks. Only the existing stockholders recorded in the transfer book will be recognized by the corporation for actions concerning stockholders, such as attendance and voting in meetings as well as distribution of dividends. When the transfer book is closed, no transfers will be recorded and the persons who are recorded as the owners of the shares as of closing date will be recognized by the corporation as the owners until the transfer book is opened and transfers are recorded. On the other hand, setting a record date allows transfers to be recorded, however, the corporation will only recognize the stockholders on the date of the record date for the action for which the record date was set.
How to use this document
This document contains a set of by-laws for a stock corporation.
A stock corporation has a capital stock that is divided into shares that may or may not have a par value. Par values are the minimum subscription or issue price of the shares of the corporation. Stock corporations are authorized to engage in income generating activities and to distribute dividends to its shareholders. Stock corporations are generally not required to have a minimum authorized capital stock. Stocks cannot be issued below the par value or issue price.
To complete this document, the user should fill in the details on the matters enumerated above. The user should also have access to the Articles of Incorporation of the corporation to ensure that the information that appear on both documents are consistent, such as the principal address of the corporation and the number of the members of the Board of Directors. Once it is completed, the user should input the name of all the stockholders of the corporation and fill in the date and place of the stockholders' meeting where the by-laws will be proposed by the stockholders. The user should then print at least three (3) original copies of the completed by-laws. If the by-laws are adopted by the vote of at least a majority of the outstanding capital stock, the stockholders that voted for the adoption of the by-laws should sign all the original copies of the by-laws.
One (1) original copy of the signed by-laws should always be kept at the principal office of the corporation, subject to inspection of the stockholders during office hours. Another copy should be filed with the Securities and Exchange Commission, said copy having been duly certified by a majority of the directors and countersigned by the Secretary of the corporation.
By-laws are governed by the Corporation Code of the Philippines. However, other laws, their rules and regulations, and SEC rules may affect the conduct and transactions of the corporation such as but not limited to the Securities Regulation Code, the Foreign Investment Act, the Republic Act 8179, the Anti-Money Laundering Act and SEC Memorandum Circular No. 16, Series of 2002.
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