August 18, 2020
SEC MEMORANDUM CIRCULAR NO. 22-20
| TO | : | All Concerned |
| SUBJECT | : | Guidelines on Corporate Term |
| (Section 11 of the Revised Corporation Code of the Philippines) |
WHEREAS, Republic Act No. 11232, otherwise known as "An Act Providing for the Revised Corporation Code of the Philippines" (RCC) was signed into law on February 20, 2019 and took effect on February 23, 2019;
WHEREAS, under Section 11 of the RCC, a corporation shall have perpetual existence unless its articles of incorporation provides otherwise; and
WHEREAS, under paragraph 2 of Section 11 of the RCC, a corporation with certificate of incorporation issued prior to the effectivity of the RCC, and which continue to exist shall have perpetual existence, unless the corporation, upon a vote of its stockholders representing a majority of its outstanding capital stock, notifies the Commission that it elects to retain its specific corporate term pursuant to its articles of incorporation, without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of the RCC;
NOW THEREFORE, to implement Section 11 of the...
