Corporation Code of the Philippines

Also known as: Batas Pambansa Blg. 68 · BP Blg. 68 · BP 68 · Batas Pambansa Bilang 68 · The Corporation Code of the Philippines

Government

Definition

The Corporation Code of the Philippines is the short title of Batas Pambansa Blg. 68, approved on May 1, 1980 — “This Code shall be known as ‘The Corporation Code of the Philippines'” (Section 1) — the general corporation law enacted by the Batasang Pambansa under President Ferdinand E. Marcos. The Code defined 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 incident to its existence” (Section 2) — and, by the Supreme Court’s account, “supplanted Act No. 1459,” the Corporation Law of 1906, as the statute under which Philippine corporations were organized. (LawPhil — BP 68, LawPhil — G.R. No. 131394) The Code took effect immediately upon approval (Section 149) and carried existing corporations over into its regime (Section 148). (LawPhil — BP 68)

The Code governed incorporation, corporate powers, stockholders’ and creditors’ rights, non-stock corporations, and dissolution through 149 sections administered by the Securities and Exchange Commission (SEC). Its incorporation framework required “any number of natural persons not less than five (5) but not more than fifteen (15), all of legal age and a majority of whom are residents of the Philippines” as incorporators (Section 10) and fixed the corporate term at “not exceeding fifty (50) years from the date of incorporation,” extendible in like increments (Section 11) — provisions that carried forward the numbering and much of the substance of the 1906 law, as the Code’s own source annotations record. The Code’s working life ran thirty-nine years, until Republic Act No. 11232, the Revised Corporation Code of 2019 — the sibling entry in this wiki — repealed it by its Section 187. (LawPhil — BP 68, LawPhil — RA 11232)

Identities

Source	Identifier	URL
Wikipedia	N/A	N/A
Wikidata	N/A	N/A
DBpedia	N/A	N/A
ProductOntology	N/A	N/A
Wiktionary	N/A	N/A
Library of Congress Subject Headings (LCSH)	Corporation law–Philippines (sh2008101771)	https://id.loc.gov/authorities/subjects/sh2008101771
MeSH	N/A	N/A
NCBI Taxonomy	N/A	N/A
AGROVOC	N/A	N/A
Google Scholar	Batas Pambansa Blg. 68 Corporation Code of the Philippines 1980 incorporators corporate term SEC Act 1459 repeal RA 11232	N/A
ConceptNet	N/A	N/A
OpenCyc	N/A	N/A

Also Known As

Batas Pambansa Blg. 68
BP Blg. 68
BP 68
Batas Pambansa Bilang 68
The Corporation Code of the Philippines

Examples and Analogies

A code built on an older frame: the Code’s sections carry source annotations — “(2)” for provisions taken from the old law’s Section 2, “(6a)” for its Section 6 as amended, “(n)” for new matter — a visible seam showing the 1980 Batasang Pambansa renovating the 1906 Act No. 1459 room by room rather than tearing it down. (LawPhil — BP 68, LawPhil — G.R. No. 131394)
Five to fifteen, then and now: the incorporators rule shows the continuity — Act 1459’s Section 6 already read “Five or more persons, not exceeding fifteen, a majority of whom are residents of the Philippines,” and BP 68’s Section 10 restated it nearly verbatim; what 2019’s successor changed was the minimum, which the One Person Corporation abolished. (LawPhil — G.R. No. 131394, LawPhil — RA 11232)
The fifty-year leasehold: Section 11’s term rule made every Philippine corporation a leasehold in time — fifty years of existence, renewable in fifty-year stretches before expiry — the discipline the 2019 Code replaced with perpetual existence as the default, the contrast this wiki’s Revised Corporation Code entry develops. (LawPhil — BP 68, LawPhil — RA 11232)
Repeal by successor, not by abandonment: the Code was not simply forgotten — RA 11232’s Section 187 executed a formal repeal (“Batas Pambansa Blg. 68, otherwise known as ‘The Corporation Code of the Philippines’, is hereby repealed”), so the old Code’s authority ended at a documentable statutory moment. (LawPhil — RA 11232)
Verified statutory data:
Enacted by: the Batasang Pambansa; approved May 1, 1980; in force immediately upon approval (Section 149)
Predecessor: Act No. 1459, “The Corporation Law” (1906), which the Code “supplanted” per the Supreme Court
Incorporators: five to fifteen natural persons of legal age, majority residents of the Philippines (Section 10)
Corporate term: not exceeding fifty years, extendible (Section 11)
Administrator: the Securities and Exchange Commission — incorporation, amendments, mergers, and dissolution all ran through the Commission
Repealing clause: “Except as expressly provided by this Code, all laws or parts thereof inconsistent with any provision of this Code shall be deemed repealed” (Section 146)
Repealed by: RA No. 11232, Section 187 (February 20, 2019) (LawPhil — BP 68, LawPhil — G.R. No. 131394, LawPhil — RA 11232)

Usage Scenarios

1. Incorporating a Corporation, 1980–2019

For the Code’s working life, every Philippine corporation was formed under its Section 10 — five to fifteen incorporators signing articles of incorporation in the Code-prescribed form, filed with the SEC — and counsel drafted against the Code’s minimum subscription and paid-up-capital rules (one share subscribed per incorporator, twenty-five percent of subscription paid). (LawPhil — BP 68)

2. Renewing the Corporate Term

Corporations approaching their fiftieth year worked Section 11’s extension machinery — stockholder approval of an extension before expiry — the housekeeping ritual the 2019 Code rendered unnecessary by making perpetual existence the default. (LawPhil — BP 68, LawPhil — RA 11232)

3. Litigating Under the Old and New Codes

Courts and counsel still distinguish the regimes: in Lanuza v. Court of Appeals (G.R. No. 131394, March 28, 2005) the Supreme Court applied Act 1459 — the law in force when the corporation was formed in the 1960s — to a quorum dispute, illustrating how the 1906 law, BP 68, and RA 11232 continue to govern different corporations by their dates of incorporation. (LawPhil — G.R. No. 131394)

4. Researching Corporate-Law History

Legal historians use BP 68 as the middle panel of a triptych — Act 1459 (1906), BP 68 (1980), RA 11232 (2019) — each statute’s repealing or transitioning clause marking the boundary, and the 1980 Code’s annotations preserving the lineage back to the Philippine Commission’s original act. (LawPhil — BP 68, LawPhil — G.R. No. 131394)

Strategies

Read the annotations as a map: the “(n)” sections are where the Batasang Pambansa legislated new policy in 1980 — the student of what the Code actually changed starts there, not at the restatements. (LawPhil — BP 68)
Date the corporation, then pick the statute: because Section 148 carried pre-1980 corporations into the Code and the 2019 Code carried 1980–2019 corporations forward, the correct statutory framework for any Philippine company is a function of when it was formed and when its acts occurred — the method Lanuza demonstrates. (LawPhil — BP 68, LawPhil — G.R. No. 131394)
Track the amendments through the regulator: the Code’s principal mid-life change ran through the SEC’s reorganization — RA 8799 (2000) recast the Commission through which the Code was administered and moved its intra-corporate adjudication to the courts — so the Code’s operational history is inseparable from the Commission’s. (LawPhil — RA 8799)
For citation discipline: cite the Code by Batas Pambansa number for acts under its regime and by RA 11232 thereafter — the two Codes’ short titles are near-identical, and the repeal moment is the only reliable divider. (LawPhil — RA 11232)

Security and Safety Measures

The corporate veil and its limits: the Code organized the limited-liability system — the artificial being with state-granted powers — and the jurisprudence under it developed the veil-piercing doctrines that protect creditors against abuse of the form, the safety tradition the 2019 Code inherited. (LawPhil — BP 68)
Registration as disclosure: by routing incorporation, amendment, merger, and dissolution through the SEC, the Code made the corporate status a matter of public record — the transparency baseline on which RA 11232 later built beneficial-ownership reporting. (LawPhil — BP 68, LawPhil — RA 11232)
Separability: Section 147’s separability clause — invalid provisions severed, the remainder standing — protected the corporate system’s stability against constitutional attack on any single provision. (LawPhil — BP 68)
Orderly dissolution: the Code’s involuntary-dissolution and three-year wind-down machinery (Sections 121–122) guarded creditors and litigants against corporations escaping their obligations by dissolution. (LawPhil — BP 68)

Historical Context

Act No. 1459 — “The Corporation Law,” enacted by the Philippine Commission and effective in 1906 — was itself, in the standard account, a codification of American corporate practice for the islands; it governed Philippine corporations for three-quarters of a century, through the Commonwealth, the Japanese-era republic, and the early martial-law years, with the SEC’s creation (Commonwealth Act No. 83, 1936) building the administrative apparatus around it. (LawPhil — G.R. No. 131394) Before the Code, Presidential Decree No. 902-A had already concentrated intra-corporate disputes and rehabilitation in the SEC; the Batasang Pambansa — the martial-law legislature this wiki’s Batasang Pambansa entry records, whose Interim Batasang passed BP 68 among its early statutes — then enacted the Code, approved May 1, 1980. (LawPhil — BP 68, LawPhil — RA 8799)

The Code’s middle period was the era of its case law: the Supreme Court built the doctrines of corporate nationality, fiduciary duty, and derivative action on its sections, while the market around it changed — RA 8799 (July 19, 2000) modernized the securities regime, recast the SEC as a collegial commission, and transferred its adjudication of intra-corporate controversies to the regional trial courts, leaving the Code’s registration and supervision functions with the Commission. (LawPhil — RA 8799) On February 20, 2019, RA 11232 — the Revised Corporation Code profiled in this wiki’s sibling entry — repealed BP 68 by Section 187, carrying existing corporations into the new regime with its perpetual terms and One Person Corporations, and closing the Code’s thirty-nine-year working life. (LawPhil — RA 11232)

Challenges and Controversies

What 1980 Actually Changed

Because the Code restated so much of Act 1459, contemporaries and later commentators debated whether 1980 was a reform or a renumbering — the annotations show the truth in between: continuity for the incorporation framework, new matter in governance and remedies, and the retained five-incorporator minimum and fifty-year term that reformers spent decades trying to relax before 2019. (LawPhil — BP 68)

The Five-Incorporator Minimum

The minimum that made single-person limited liability impossible under the Code was its most-criticized feature in retrospect — entrepreneurs had to assemble nominal boards — and its abolition through the One Person Corporation is the headline contrast between BP 68 and RA 11232. (LawPhil — BP 68, LawPhil — RA 11232)

Jurisdiction Over Intra-Corporate Disputes

The SEC’s adjudication of intra-corporate controversies — power accumulated under PD 902-A and exercised through the Code’s life — was criticized for congesting the Commission and confusing its regulatory and quasi-judicial roles; RA 8799’s transfer of that jurisdiction to the courts in 2000, which this wiki’s Securities Regulation Code entry documents, was the system’s answer and the Code’s principal mid-life restructuring. (LawPhil — RA 8799)

A Code Enacted Without a Sitting Congress

The Code’s democratic pedigree — enacted by an appointed Batasang Pambansa under martial law — attaches to its history without affecting its validity; the 1987 Constitution’s continuity provisions left the Code in force, and its eventual replacement in 2019 by a law of the restored Congress is the procedural as well as the substantive turn. (LawPhil — BP 68, LawPhil — RA 11232)