Revised Corporation Code of the Philippines

## Revised Corporation Code of the Philippines (R.A. No. 11232, 2019)

### Incorporation (Sec. 10) - One or more natural persons not exceeding fifteen (15) may form a corporation. Where no incorporators are specifically required by special law, a minimum of one (1) incorporator suffices. - No minimum capital stock required except as provided by special law.

### One Person Corporation (Sec. 116–128) - A corporation with a single stockholder. Only a natural person, trust, or estate may incorporate or be the sole stockholder; banks and quasi-banks, pre-need companies, and similar entities are prohibited from incorporating as an OPC. - The sole stockholder is the sole director and president.

### Term (Sec. 11) - A corporation may exist for a period of not exceeding fifty (50) years from incorporation, or in the case of a corporation organized to exist for a longer period as provided by its articles, for any longer period, unless sooner dissolved. **Perpetual existence is now allowed.**

### Corporate powers (Sec. 35) - Includes the power to sue and be sued, adopt by-laws, invest funds, enter into contracts, etc. Exercised by the board of directors (Sec. 22).

### Derivative suits & independent directors (Sec. 37, 22) - Stockholders may bring derivative suits; public companies must have independent directors.