Election Schedule for Corporate Directors (and Trustees) in the Philippines
(A practitioner-oriented survey of every statutory, regulatory, and practical timetable that governs when, where, and how boards are elected under Philippine law)
1. Core Legal Sources
| Instrument | Key Provisions on Election Timing |
|---|---|
| Revised Corporation Code of the Philippines (RCC, R.A. 11232, 2019) | §§ 23-26, 49, 57, 59, 64, 121-125 |
| Securities Regulation Code (R.A. 8799) & 2015 SRC IRR | § 43 (proxy), § 17 (reporting) |
| SEC Memorandum Circulars (illustrative only – not exhaustive) |
MC No. 7-2014 (21-day notice for PLIs), MC No. 6-2020 (remote voting), MC No. 1-2023 (eFAST GIS filing) |
| Philippine Stock Exchange (PSE) Listing & Disclosure Rules | Rules 7 & 17 (record date, notice, and ASM calendar) |
| By-laws of each corporation | Fine-tune dates, notice periods, quorum, staggered terms, etc. |
Practice tip: Always read the corporation’s by-laws first. Where they are silent, the default timetables in the RCC and SEC issuances govern.
2. Stock Corporations — Annual Election Timetable
| Trigger | Statutory Rule | Default / Minimum Lead-Time | Compliance Notes |
|---|---|---|---|
| Fixing the election date | RCC § 49 | • The by-laws may set any date. • If silent, the Board must pick a day after 15 April but before 31 December every calendar year. |
|
| Notice to shareholders | RCC § 49; MC 7-2014 (publicly-listed) | • Private corps: at least written notice per by-laws (RCC default: 21 days). • Publicly-listed issuers (PLIs): ≥ 21 calendar days notice, with clear agenda. |
|
| Record date (cut-off for voting entitlement) | RCC § 49 | Board resolution not more than 60 nor less than 20 business days before meeting (PSE Rule 7.2 for PLIs). | |
| Actual election | RCC § 23 (annual; 1-year term) | Must be held during the annual stockholders’ meeting (ASM). Cumulative voting mandatory for directors. | |
| Organizational board meeting | RCC § 25 | Immediately after the ASM or on a date set in by-laws, to elect officers (president, treasurer, etc.). | |
| Filing the GIS | SEC MC 1-2023 | Within 30 calendar days from ASM via eFAST. | |
| Public disclosure (PLIs) | PSE Rules 17, SEC Form 17-C | Same trading day or next business day for material results; detailed minutes within 5 BD. |
3. Non-Stock Corporations — Trustees’ Elections
| Subject | RCC Rule |
|---|---|
| Term | Trustees hold office for three (3) years, unless by-laws provide shorter terms. |
| Staggering | If 15 or more trustees, by-laws must provide for staggered terms so roughly one-third are elected each year. |
| Election date & notice | Same framework as stock corporations (RCC § 49). |
4. Special Elections & Vacancy-Driven Schedules
| Scenario | Who Fills the Seat? | Timeframe | Legal Basis |
|---|---|---|---|
| Vacancy OTHER THAN removal/expiration, & still quorum | Remaining directors (plurality vote) | Immediately or at any regular/special board meeting | RCC § 28 |
| Vacancy leaves NO quorum | Stockholders must elect replacement(s) | Board must call a special meeting within 45 days; election must be held within 60 days from vacancy | RCC § 28 |
| Removal of a director | Stockholders via special meeting | Same 60-day outside limit | RCC § 27 |
| Increase in board size | Stockholders elect additional directors at a meeting called for that purpose | 60-day outside limit again | RCC § 15, § 28 |
5. Failure to Hold Elections (“Failed ASM”)
- Duty to report: Within 30 days after the date when the election should have been held, the corporation or any shareholder/member may notify the SEC (RCC § 25).
- SEC order: The SEC “shall, within 60 days” issue an order setting the place, time, and manner of the election and designate a presiding officer.
- Consequences of non-compliance:
- Monetary penalties and possible revocation of the primary license.
- Directors remain in a hold-over capacity until successors are chosen, unless restrained by the SEC or a court.
6. Remote Participation & Voting Timelines
| Modality | Regulatory Reference | Lead-Time / Action Items |
|---|---|---|
| Remote communication / in absentia | RCC § 57; SEC MC 6-2020 | • Board must approve guidelines and post them with the notice. • Stockholders must inform the corporate secretary of intent to participate within the period set in guidelines (commonly 5-10 BD). |
| Voting in absentia platform | Same | System must be accessible for inspection & testing by SEC 5 BD before ASM (MC 6-2020 FAQ). |
7. Public Companies & Listed Issuers — Additional Calendar Items
| Item | Deadline (Count Back from ASM) |
|---|---|
| Definitive Information Statement (SEC Form 20-IS) | 15 BD before ASM (SRC IRR § 17.2) |
| Upload of ASM materials to website | Immediately upon filing the 20-IS |
| Ex-date / Record date disclosure (PSE) | 9 BD lead-time |
8. Incorporation-Stage Schedule
- First directors/trustees are named in the articles of incorporation.
- They must formally organize (adopt by-laws, elect officers, issue stock) within 15 days from SEC’s issuance of the Certificate of Incorporation (RCC § 22).
- By-laws fixing future election dates must be filed with the SEC within 30 days from incorporation.
9. COVID-Era Relief (now permanent good practice)
| SEC Circular | Key Election-Related Relief |
|---|---|
| MC No. 6-2020 | Allowed full remote ASMs and e-voting even without by-law authority, subject to guidelines. |
| MC No. 10-2020 (expired) | Extended filing periods for GIS; lessons integrated into MC 1-2023 eFAST. |
10. Sanctions for Calendar Lapses
| Violation | Typical SEC Penalty* |
|---|---|
| Late ASM / failure to elect | ₱10 000 base + ₱200/day delay (per SEC Scale of Fines) |
| Late GIS filing | ₱1 000/day (stock) or ₱500/day (non-stock) |
| Non-filing of information statement (public co.) | Graduated fines + trading suspension (PSE) |
*The SEC periodically revises its scale; confirm the latest schedule of penalties.
11. Best-Practice Checklist (Stock Corporations)
- Six months before fiscal year-end: set tentative ASM date; map backwards (record date, proxy cut-off, disclosures).
- 60 BD before ASM: Board resolution fixing record date; mandate remote-participation mechanics.
- 21-30 calendar days before ASM: circulate notice + agenda + draft regulations on remote voting, and upload microsite.
- ASM Day: conduct cumulative voting, tabulate, proclaim; hold board organizational meeting immediately after.
- Next Business Day: disclose voting results (if public) and elect officers.
- Within 30 days: file GIS via eFAST.
- Year-round: monitor vacancies; if one leaves board without quorum, docket special election timetable instantly.
12. Caveat
This article distills all mandatory election-related timelines under current Philippine corporate law as of 24 April 2025. It is not legal advice; always cross-check the latest SEC circulars, PSE notices, and your corporation’s own by-laws.