April 7, 2020
SEC MEMORANDUM CIRCULAR NO. 12-20
| TO | : | Publicly-Listed Companies |
| SUBJECT | : | Shareholders' Approval on Sale of Corporate Assets |
To promote good corporate governance and the protection of minority investors, the Commission, pursuant to its regulatory power under Section 179 (d) of Republic Act No. 11232 otherwise known as the Revised Corporation Code of the Philippines (RCCP) and Administrative Order No. 38, Series of 2013 resolved to adopt the following rules:
(1) The sale or disposal of corporate property and assets amounting to at least 51% of the corporation's total assets shall be considered as sale of all or substantially all of corporate property and assets, whether such sale accrued in a single transaction or in several transactions taking place within one (1) year from the date of the first transaction (aggregate sale transactions).
(2) In sale of corporate assets or property falling under the preceding paragraph, the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock in a stockholders' meeting duly called for the purpose shall be required prior to the...
