Revised Corporation Code

Also known as: Republic Act No. 11232 · RA 11232 · Revised Corporation Code of the Philippines — the Section 1 designation · An Act Providing for the Revised Corporation Code of the Philippines — the long title

Government

Definition

The Revised Corporation Code — officially the Revised Corporation Code of the Philippines, Republic Act No. 11232, “An Act Providing for the Revised Corporation Code of the Philippines” — is the general corporation law of the Philippines, signed by President Rodrigo Roa Duterte on February 20, 2019. (LawPhil — RA 11232) The Act, a consolidation of Senate Bill No. 1280 and House Bill No. 8374 passed by the Senate and the House of Representatives on November 28, 2018 under Senate President Vicente C. Sotto III and Speaker Gloria Macapagal-Arroyo, replaced the corporation law in force since the Batasang Pambansa era: its Section 187 repeals Batas Pambansa Blg. 68, otherwise known as “The Corporation Code of the Philippines,” together with any issuance inconsistent with the new Code. (LawPhil — RA 11232) The Code defines its subject in the classic formula — a corporation as “an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incidental to its existence” — and governs that creature through 188 sections, taking effect upon publication in the Official Gazette or in two newspapers of general circulation under its Section 188. (LawPhil — RA 11232)

The Code’s best-known innovations are the One Person Corporation — Title XIII, Chapter III, permitting “a corporation with a single stockholder” where “only a natural person, trust, or an estate” may incorporate — and the perpetual corporate term, Section 11’s rule that “a corporation shall have perpetual existence unless its articles of incorporation provides otherwise,” extended automatically to corporations already existing unless their stockholders vote to keep a fixed term. (LawPhil — RA 11232) Around these the Code rebuilds incorporation practice (Section 10 allows any person, partnership, association, or corporation, “singly or jointly with others but not more than fifteen (15) in number,” to organize a corporation), strengthens corporate-governance obligations, and enlarges the administrative powers of the Securities and Exchange Commission (SEC). (LawPhil — RA 11232)

Identities

Authority	Value
Wikipedia	N/A
Wikidata	N/A
DBpedia	N/A
ProductOntology	N/A
Wiktionary	N/A
Library of Congress Subject Headings	Corporation law–Philippines
MeSH	N/A
NCBI Taxonomy	N/A
AGROVOC	N/A
Google Scholar	https://scholar.google.com/scholar?q=%22Revised+Corporation+Code%22+Philippines+RA+11232
ConceptNet	N/A
OpenCyc	N/A

Also Known As

Republic Act No. 11232
RA 11232
Revised Corporation Code of the Philippines — the Section 1 designation
An Act Providing for the Revised Corporation Code of the Philippines — the long title

Examples and Analogies

From five friends to one founder: the old requirement that incorporators number at least five became, under Section 10, the right of any person to organize “singly or jointly with others but not more than fifteen (15) in number” — the single-person firm reaching, through the One Person Corporation, the limited liability that once required partners the entrepreneur never had. (LawPhil — RA 11232)
A company that no longer dies of old age: under Section 11 perpetual existence is the default and the fixed corporate term the option, reversing the old regime in which a corporation’s fifty-year life had to be extended before it lapsed — like converting a leasehold into a freehold by statute. (LawPhil — RA 11232)
Verified statutory data:
Long title: An Act Providing for the Revised Corporation Code of the Philippines
Congress: Seventeenth Congress, Third Regular Session (begun July 23, 2018); consolidation of Senate Bill No. 1280 and House Bill No. 8374, passed November 28, 2018
Approval: February 20, 2019, by President Rodrigo Roa Duterte
Repeal: Section 187 repeals Batas Pambansa Blg. 68, “The Corporation Code of the Philippines”
Effectivity: Section 188 — upon publication in the Official Gazette or in at least two newspapers of general circulation
One Person Corporation: Sections 115–118 (Title XIII, Chapter III) — single stockholder; only a natural person, trust, or estate may form one; no minimum authorized capital stock except as special laws provide
Corporate term: Section 11 — perpetual unless the articles provide otherwise; existing corporations continue with perpetual existence unless stockholders vote otherwise
Structure: 188 sections, ending in the separability (Section 186), repealing (Section 187), and effectivity (Section 188) clauses

Usage Scenarios

1. Incorporating a One Person Corporation

An entrepreneur, trustee of an estate, or trust may now incorporate alone under Sections 116–117, without co-incorporators and without a minimum authorized capital stock — subject to the statutory exclusions: banks, quasi-banks, preneed, trust, and insurance companies, public and publicly-listed companies, and non-chartered government-owned and -controlled corporations may not organize as One Person Corporations, and a natural person licensed to a profession may not use the form to practice it except as special laws provide. (LawPhil — RA 11232)

2. Reviewing Corporate Housekeeping Under the New Defaults

Counsel advising existing corporations use the Code for the conversions it works automatically — perpetual existence attaching to previously incorporated companies unless a majority of stockholders votes to retain a term — and for the refreshed rules on boards and officers, including the qualification and disqualification rules for directors and the requirement that directors perform their duties as prescribed by law, “rules of good corporate governance,” and the bylaws. (LawPhil — RA 11232)

3. Studying SEC Regulatory Practice

The Code is the statutory basis for the SEC’s summary powers — the power to order a corporation to “immediately cease and desist” from using an identical or misleading name and to cause the removal of its signage, to order corporate elections on a stockholder’s application when none is held, and to promulgate the rules for the electronic filing and monitoring system of Section 180 — the frame within which the Commission’s corporation-side practice, alongside this wiki’s entries on the Securities Regulation Code and the SEC, operates. (LawPhil — RA 11232)

4. Researching Beneficial-Ownership Transparency

Section 73(b) requires the corporate books — “all information relating to the corporation,” kept and “carefully preserve[d]” at the principal office — to include “ownership data, and beneficial ownership,” and Section 180’s e-filing regime connects those records to the Commission and to other government agencies — the statutory hooks on which researchers trace the Philippine implementation of beneficial-ownership disclosure. (LawPhil — RA 11232)

Strategies

Charter against the Code’s defaults: the Code’s method is default-plus-opt-out — perpetual existence, single incorporators, remote and in absentia voting in stockholder meetings when the bylaws or board authorize it — so the practitioner’s strategy is to decide which defaults to displace expressly in the articles and bylaws rather than assume the old Code’s rules. (LawPhil — RA 11232)
Check the closed lists before choosing the OPC form: the exclusions of Section 116 (regulated financial businesses, public and listed companies, non-chartered GOCCs, licensed professionals) and the profession bar of Section 10 tell the founder whether the single-stockholder form is open at all. (LawPhil — RA 11232)
Governance by statute for public-interest firms: corporations vested with public interest — those covered by Section 17.2 of the Securities Regulation Code (RA 8799), banks, and their kin — must seat independent directors constituting at least twenty percent of the board, so compliance planning begins with the coverage tests, not the count. (LawPhil — RA 11232, LawPhil — RA 8799)
Arbitration first: Section 181 invites the articles or bylaws to provide for arbitration of intra-corporate disputes — those arising from implementation of the articles or bylaws or from intra-corporate relations — while criminal offenses and third-party interests remain nonarbitrable; the drafter’s decision on this clause shapes the corporation’s whole dispute path. (LawPhil — RA 11232)
Nationality and foreign participation: the Code continues to route nationality questions to the special regimes it names — the Anti-Dummy Law (Commonwealth Act No. 108) and the Foreign Investments Act of 1991 (Republic Act No. 7042) — so foreign-equity planning proceeds under those laws alongside the Code’s share-classification rules. (LawPhil — RA 11232)

Security and Safety Measures

Beneficial-ownership records: Section 73(b) places “ownership data, and beneficial ownership” among the corporate books and records the Code requires — the record-keeping safeguard against anonymous control of Philippine corporations. (LawPhil — RA 11232)
Independent directors for public-interest boards: the minimum twenty-percent independent-director requirement for corporations vested with public interest imports a structural check into boards whose failures spread beyond their stockholders. (LawPhil — RA 11232)
SEC summary process: the Commission’s powers to stop misleading corporate names and remove the offending signage, and to order corporate elections when none is held, give the investing public an administrative shield that does not depend on private litigation. (LawPhil — RA 11232)
Electronic monitoring: Section 180’s electronic filing and monitoring system, with information-sharing across government agencies, is the Code’s transparency infrastructure — the State’s working safeguard against the shell corporation. (LawPhil — RA 11232)
Separability: Section 186 preserves the remainder of the Code if any provision is declared invalid — the stability clause that keeps the corporate system whole when a single provision falls. (LawPhil — RA 11232)

Historical Context

The Code repealed and replaced Batas Pambansa Blg. 68, “The Corporation Code of the Philippines,” the general corporation law enacted by the Batasang Pambansa under which Philippine corporations had been organized since its era — the Code’s Section 187 executing the repeal and sweeping away inconsistent issuings in the same clause. (LawPhil — RA 11232) The replacement moved through the Seventeenth Congress as Senate Bill No. 1280 and House Bill No. 8374, both passed on November 28, 2018, and was signed into law on February 20, 2019 by President Duterte, with the congressional leadership of Senate President Sotto and Speaker Arroyo affixed to the enrolled Act. (LawPhil — RA 11232) Its effectivity clause made publication — in the Official Gazette or in two newspapers of general circulation — the trigger, rather than a fixed date. (LawPhil — RA 11232)

The Code belongs to the modernization layer of Philippine business law: it follows the Securities Regulation Code (Republic Act No. 8799, “The Securities Regulation Code”) of the Eleventh Congress, whose Section 17.2 coverage the Code adopts for its independent-director requirement, and it parallels the codifications of other fields — this wiki’s entries on the Securities Regulation Code, the Intellectual Property Code of the Philippines, and the SEC trace the pattern. (LawPhil — RA 11232, LawPhil — RA 8799) Its signature moves — the One Person Corporation, the perpetual term, beneficial-ownership record-keeping, e-filing — were all aimed at ease of doing business, and the SEC administers them through the rules the Code authorizes it to promulgate. (LawPhil — RA 11232)

Challenges and Controversies

The One Person Corporation and Its Exclusions

The OPC is the Code’s flagship, and its exclusion list the first controversy: licensed professionals may not practice through single-stockholder firms except as special laws provide, and banks, insurance, preneed, trust, quasi-banks, public and publicly-listed companies, and non-chartered GOCCs are barred outright — a boundary between the entrepreneurial form and the regulated economy that each profession’s legislature contests at the margin. (LawPhil — RA 11232)

Beneficial Ownership Without Sanction Teeth in the Text

Section 73(b) records beneficial ownership among the required books, but the Code’s own text is a record-keeping command; the operative sanctions and disclosure thresholds live in the SEC’s issuances and in complementary statutes, which makes the Philippine beneficial-ownership regime only as strong as its administrative enforcement — the standing critique of transparency advocates reading the bare text. (LawPhil — RA 11232)

Perpetual Existence and Corporate Immortality

The automatic conversion of existing corporations to perpetual existence unless stockholders opt back into a fixed term reversed the old discipline of the expiring corporate life — criticized by those who saw the expiring term as a periodic occasion for public re-examination of a corporation’s franchise, defended as the removal of a trap that extinguished negligent companies. (LawPhil — RA 11232)