Each incorporator or director must hold at least one capital stock share. In all cases, however, there must be at least two directors who are natural persons. Generally, Philippine residency is no longer required for the incorporators and/or directors.
By-laws serve as the internal rulebook of a corporation in the Philippines. They are a set of guidelines created by the corporation's board of directors after the corporation has been registered. Understanding the role and contents of by-laws is crucial for every corporation to ensure lawful and smooth operations.
There's also the fact that if you don't list the number of directors in your Articles of Incorporation, you're legally required to list that information in your bylaws (see California Corp Code § 212). The bottom line: corporate bylaws are not legally required, but they're pretty much essential for your corporation.
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.
Today, Contra Costa County encompasses 716 square miles and is home to 19 cities and numerous unincorporated communities. The county's approximate 400,000 residences house a diverse population of more than 1.16 million residents, making it California's ninth most populous county.
By-laws Adoption. – Every corporation formed under this code, must, within one month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission, adopt a new code of by-laws for its government not inconsistent with this code.
The law primarily governing private corporations in the Philippines is the Revised Corporation Code, which took effect on 20 February 2019 under Republic Act No. 11232. This current iteration of the law substantially amended the Corporation Code under Batas Pambansa Blg. 68, which was the law in effect since 1980.