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.
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 Articles of Incorporation states the name, purpose, place of office, incorporators, capital stock, and term of the Company upon its establishment. The By-Laws outline the rules on annual and special meetings, voting, quorum, notice of meeting and auditors and inspectors of election.
Documents to create when forming a business include articles of incorporation and bylaws. While both are crucial, they serve different purposes. One establishes the organization as a legal business entity, while the other acts as a guiding document for the board of directors and leadership team.
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.
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.
– Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of ...
The corporation is required by law to adopt bylaws. Bylaws are written rules that govern how the corporation operates internally, such as how the Board of Directors will be elected and what votes are required for a particular action. Bylaws can have any provision in them that is not prohibited by law. See A.R.S.
Drafting bylaws is usually the responsibility of the Chief Administrative Officer (CAO) or a person delegated that function. There are resources available, such as: (a) Have your municipal solicitor prepare bylaws. (b) Contact your municipal association for a sample bylaw if one is available.