QuestionsQuestions (SEC MEMORANDUM CIRCULAR NO. 5)
It must be held annually on any date in April, as determined by the Board of Directors.
The meeting shall be held on the next succeeding business day that is not a legal holiday.
In the city or municipality where the corporation’s principal office is located, and if practicable, in the principal office itself. Metro Manila is considered a city or municipality for meeting purposes.
At least two (2) weeks prior to the scheduled meeting date.
The notice must set the date, time, and place of proxy validation, which must be no less than five (5) days prior to the annual stockholders meeting.
The corporation must notify the SEC in writing within ten (10) days from the date of postponement.
No. Postponement is allowed only for justifiable reasons that must be stated in writing, signed under oath by the President or Secretary.
The SEC en banc may motu proprio or upon written request of any stockholder direct the calling of the annual stockholders meeting under SEC supervision.
Unless otherwise provided by the by-laws, the stock and transfer book shall be closed at least twenty (20) days before the scheduled annual stockholders meeting.
At least fifteen (15) days prior to the annual stockholders meeting, to enable the corporation to prepare the list of stockholders entitled to vote.
The corporate by-laws control the proper procedure, provided that the minimum required formalities under Section 58 of the Corporation Code and RSA Rule 34(a)-1 are complied with.
No. Failure to affix documentary stamps does not affect validity. The only adverse effect is that it cannot be recorded as a public document and cannot be used as evidence in court until stamps are affixed and cancelled.
Unless required by the corporation’s by-laws, a proxy need not be notarized.
If undated, the postmark date is considered; if not mailed, the actual date of presentation is considered.
The postmark dates are considered. If mailed on the same date, the proxy with the latest time of day of postmark is counted. If not mailed, the one presented last is recognized.
The latest one given is deemed to revoke all former proxies.
No. A proxy is valid only for the meeting for which it is intended.