By-Laws for a Stock Corporation

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 by-laws may include matters that are necessary for the proper or convenient transaction of its corporate business, these may include:

• The time, place, manner of calling and giving notice, and conducting regular or special meetings of the board of directors and the stockholders. The stockholders will need to meet at least once a year in order to discuss corporate matters and to vote for the members of the board of directors.

• The required quorum in meetings of stockholders and the manner of voting. Quorum means the minimum number of the authorized capital stock that is required to be present for the meeting and the actions taken in the meeting to be valid.

• The form of proxies of stockholders and the manner of voting them. Proxies are written documents signed by the owner of the stock authorizing another person to represent them in a special or regular stockholders' meeting.

• The number of the board of directors, which should be the same as the one listed in the corporation's Articles of Incorporation and the qualifications, duties, and compensation of directors, officers, and employees. If the law requires that the corporation have an independent director as a member of the board of directors, the user will be asked the minimum number of independent directors that should be on the board of directors.

• The time of holding the annual election of directors and the mode and manner of giving notice thereof. The by-laws can also include a provision for whether the members of the board of directors can attend the meeting via teleconference, video conference or other similar modes.

• The manner of issuing stock certificates.

This document is specifically drafted for a stock corporation. It cannot be used for a non-stock corporation. We currently do not have a document for the by-laws of a non-stock corporation.

We also have an Articles of Incorporation for stock corporations, one-person corporations, and non-stock corporations available.

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 appears on both documents is 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 names 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 and may be inspected by 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.

Applicable law

By-laws are governed by the Revised 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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