Law Summary
Procedures and Conditions for Merger or Consolidation
- Boards of directors must enter a joint agreement under corporate seals detailing all terms and conditions.
- Agreement must specify the new corporation's name, directors, officers, capital stock details, conversion terms, and succession plans.
- Stockholders' meetings must be called with due notice through publication and mailing.
- Approval requires a majority vote of all votes cast at separate meetings of each corporation's stockholders.
- Certificates of approval must be submitted to the Public Utility Commission for verification and issuance.
- Upon approval, the agreement and certificate are filed with the Bureau of Commerce and Industry.
- Dissenting stockholders who do not approve the merger may demand fair cash value of their shares within three months.
- Valuation disputes may be resolved by court-appointed appraisers.
Effect of Merger or Consolidation
- Merged corporations become one entity with consolidated rights, privileges, properties, debts, and franchises.
- Titles to real estate remain valid and unimpaired.
- Creditors’ rights and liens are preserved; original corporations continue existence to preserve such rights.
- Debts, liabilities, and duties transfer to the new corporation and are enforceable against it.
Post-Merger Corporate Requirements
- The new corporation must establish a principal office in the Philippines.
- Public notice and filing of the principal office with the Bureau of Commerce and Industry are required.
Legal Standing and Litigation
- The new corporation can sue or be sued in Philippine courts as any corporation under the Corporation Law.
- Pending actions against consolidated corporations may continue or be substituted by the new corporation.
Powers and Restrictions of Merged or Consolidated Corporation
- The merged corporation has all powers and restrictions applicable to corporations of the same class under Corporation Law.
- It may issue bonds or obligations and secure them by mortgage or deed of trust on its properties.
- It may also issue stocks and manage securities similarly to other corporations under Corporation Law.
Repeal of Inconsistent Laws
- All Acts or parts of Acts inconsistent with this Act are repealed.
Effectivity
- The Act takes effect upon its approval on March 6, 1918.