Shareholders will make capital gains (or losses) when selling shares, and may receive dividends if the company pays them. Shareholders also enjoy certain rights such as voting at shareholder meetings to approve the members of the board of directors, dividend distributions, or mergers.
Shareholders only have 'limited liability' for the debts of the company. That means they are only responsible for company debts up to the value of any shares (assuming no personal guarantees have been signed). This is all down to the principle of separate legal personality.
Shareholders agreement The inclusion of reserved matters (or veto rights) means that the shareholders and the company can agree that certain actions will not be taken without the consent of the shareholders (or an agreed proportion of their number) Common reserved matters include: significant capital expenditure.
Shareholders play a pivotal governance role as partial owners who invest capital and elect company boards. Developing constructive relationships with shareholders provides valuable insights while helping align organisational and investor interests.
Reading a Shareholders' Agreement requires understanding key clauses such as ownership structure, decision-making powers, and dispute resolution. Focus on provisions like voting rights, exit strategies, and dividend distribution to assess how decisions are made and how profits are shared.
Majority shareholders are typically company founders or their heirs. By owning most shares, they can influence operational decisions, including hiring executives. Unlike proprietors and partners, corporate shareholders are liable for a company's financial obligations until a point specified in the corporation's policy.
The By-Laws outline the rules on annual and special meetings, voting, quorum, notice of meeting and auditors and inspectors of election. They further emphasize procedures for qualification, nomination, election and compensation of the directors. The By-Laws also identify the officers of the company and their functions.
The SEC, BSP and the Insurance Commission (IC) are the principal regulatory agencies that promote corporate governance rules in the Philippines. In the private sector, institutions like the PSE and the Institute of Corporate Directors (ICD) play significant roles.
Register your company with the Bureau of Internal Revenue (BIR) SEC Certificate of Registration. Barangay Clearance for your business. Proof of Address (Lease Contract or Certificate of Land Title) Company's Business Permit from the Mayor's Office. Valid ID.
Corporate bylaws are a company's foundational governing document. They lay out how things should run day-to-day and the processes for making important decisions. They serve as a legal contract between the corporation and its shareholders, directors, and officers and set the protocol for how the organization operates.