Title
Corporation Merger and Consolidation Act
Law
Act No. 2772
Decision Date
Mar 6, 1918
The Philippine Law, Act No. 2772, allows for the merger or consolidation of certain corporations in the Philippines, with specific guidelines and conditions to be followed.

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.

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