Question & AnswerQ&A (Republic Act No. 3531)
A majority vote of the board of directors or trustees is required to amend the articles of incorporation.
The vote or written assent of two-thirds of its members is required for a non-stock corporation.
The vote or written assent of the stockholders representing at least two-thirds of the subscribed capital stock is required.
Amendments extending corporate existence, changing rights of holders of any class of shares, authorizing preferred shares superior to outstanding shares, or restricting rights of any stockholder trigger this right.
The value shall be ascertained by three disinterested persons: one named by the stockholder, one by the corporation, and the third by the two chosen. Their findings are final.
The stockholder may recover payment in an action against the corporation.
No, such stockholder ceases to be a stockholder and has no rights except to receive payment for the shares.
Payment will not be made if the value of remaining assets after payment is less than the aggregate of debts, liabilities, and remaining subscribed capital stock value.
Ten pesos for filing copies of amended articles, except when the amendment is for extending corporate existence, in which case standard filing fees apply.
Yes, the extension of corporate life cannot exceed fifty years in any one instance.
A certificate from the Monetary Board of the Central Bank certifying the amendment is in accordance with law.
The corporation has the same powers and liabilities as if the amendments were in the original articles on file.
No, the amendment cannot increase or diminish capital stock nor affect any rights or actions accrued before filing.
They must dispose of their own shares purchased or otherwise acquired within six months after acquisition.