On the submission of ‘notice to retain specific corporate term’

Last year, I wrote about the guidelines to fully implement Section 11 of Republic Act 11232, or the “Revised Corporation Code of the Philippines (RCC),” which states: “Corporations with certificates of incorporation issued prior to the effectivity of this Code, and which continue to exist, shall have perpetual existence, unless the corporation, upon a vote of its stockholders representing a majority of its outstanding capital stock, notifies the Commission that it elects to retain its specific corporate term pursuant to its articles of incorporation,” pursuant to Securities and Exchange Commission (SEC)Memorandum Circular 22, Series of 2020 (SEC MC 22, s. of 2020), or the Guidelines on Corporate Term.

SEC MC 22, s. of 2020 provides for the guidelines to fully implement Section 11 of the RCC. Generally, it states that corporations incorporated under the RCC shall have perpetual existence unless its articles of incorporation (AOI) provides for a specific term. SEC MC 22 s. of 2020 also discusses the procedures for corporations incorporated under the old Corporation Code of the Philippines (Batasan Pambansa or BP 68) and the Corporation Law (Act 1459), and provides options for corporations incorporated under the RCC whose AOI provides for a specific corporate term and existing corporations incorporated under BP 68 and Act 1459.