A person does not become impossible to remove from the board simply because that person helped form the corporation. Under Philippine law, being an incorporator, a stockholder, a director, and a corporate officer are separate legal roles. Stockholders can remove an incorporator from the board, but the removal does not erase the person’s historical status as an incorporator or automatically take away the person’s shares.

The critical requirements are a properly called stockholders’ meeting, advance notice specifically stating the proposed removal, and the affirmative vote of at least two-thirds of the outstanding voting capital stock. A shortcut—such as a board resolution declaring the director removed—can leave the removal vulnerable to being declared void.

Incorporator, stockholder, director, and officer are different roles

Before taking action, identify every position held by the person concerned.

Role	What it means	Effect of removal as director
Incorporator	A person or entity named in and involved in signing or filing the original Articles of Incorporation	No change. This remains a historical fact in the corporation’s original records.
Stockholder	An owner of shares recorded in the stock and transfer book	Shares remain owned by the person unless separately sold, transferred, redeemed, or otherwise lawfully disposed of.
Director	A person elected to sit on the board and participate in corporate management	Board authority ends upon a valid removal.
Corporate officer	The president, treasurer, corporate secretary, or another officer recognized by the bylaws	Depends on the office. The board may need a separate organizational action.
Employee	A person performing work under an employer-employee relationship	Employment does not necessarily end with removal from the board. Labor-law consequences must be handled separately.

An incorporator is not a permanent director. Incorporators normally elect or constitute the first board, but subsequent directors are elected under the corporation’s Articles of Incorporation, bylaws, and the Revised Corporation Code.

There is no ordinary corporate procedure called “removing an incorporator” after incorporation has already been completed. The person’s name remains in the original Articles because that document records who formed the corporation. What can be changed are the person’s current directorship, officer position, share ownership, voting rights, or employment—each through the appropriate procedure.

Legal basis for removing a corporate director

The controlling law is Section 27 of the Revised Corporation Code of the Philippines, Republic Act No. 11232 of 2019.

A director may be removed:

At a regular or special stockholders’ meeting;
With or without cause;
After prior notice to the stockholders that removal will be proposed; and
By stockholders holding or representing at least two-thirds of the outstanding capital stock entitled to vote.

For a nonstock corporation, at least two-thirds of the members entitled to vote must approve the removal.

The board usually cannot remove an elected director

Directors derive their authority from the stockholders who elected them. As a general rule, the board cannot remove one of its elected members merely by passing a board resolution.

A board may acknowledge a resignation, recognize that a director has ceased to meet a legal qualification, or take steps involving a disqualified director. But if the objective is to remove a sitting, qualified director before the end of the term, the procedure under Section 27 should be followed.

Two-thirds means two-thirds of outstanding voting shares

The required vote is not merely two-thirds of the people attending the meeting.

For example, if the corporation has 1,000 outstanding voting shares, at least 667 shares must affirmatively vote for removal. If only 700 shares are present or represented, obtaining 500 votes is not enough even though 500 is more than two-thirds of a bare meeting quorum.

The corporation should verify the denominator using:

The Articles of Incorporation and any amendments;
The stock and transfer book;
The latest General Information Sheet;
Subscription and transfer records;
The status of treasury and delinquent shares; and
The rights attached to each class of shares.

Section 6 of RA 11232 generally treats references to outstanding capital stock as referring to shares with voting rights, except for specified fundamental corporate actions on which nonvoting shares are expressly allowed to vote. Director removal is not one of those listed actions. The Articles should nevertheless be reviewed for class-specific rights and restrictions.

Removal may be with or without cause

Cause may include serious breach of fiduciary duty, conflict of interest, fraud, gross negligence, persistent refusal to perform board responsibilities, or violation of law or the bylaws.

Section 27 also permits removal without cause, but with an important limitation: it cannot be used to deprive minority stockholders of board representation to which they may be entitled through cumulative voting under Section 23.

Cumulative voting allows a minority group to concentrate its votes on a candidate. If a minority bloc used that right to elect a director, targeting that director for removal without a legitimate cause may violate the statutory protection. In that situation, the grounds and evidence should be carefully documented.

Alternatives to formal removal

Formal removal is not always the simplest route.

Voluntary resignation

The director may submit a signed resignation effective immediately or on an agreed date. The corporation should formally acknowledge it, record it in the minutes, and make the required SEC report.

Resignation from the board does not automatically transfer the director’s shares or release existing liabilities for prior acts.

Non-election at the next annual meeting

Directors generally serve for one year and until their successors are elected and qualified. If the annual election is near, the stockholders may simply elect a different board instead of conducting an early removal vote.

This can avoid the two-thirds removal threshold, although the election must still comply with quorum, notice, nomination, and cumulative-voting rules.

Cessation of share ownership

Under Section 22, a director of a stock corporation must own at least one share registered in the director’s name in the corporation’s books. A director who genuinely ceases to own the required share loses that qualification.

The corporation cannot, however, fabricate or unilaterally backdate a share transfer. A valid transfer requires compliance with the stock certificate, endorsement, delivery, stock and transfer book, contractual restrictions, and applicable tax requirements.

SEC removal of a disqualified director

Section 26 identifies statutory disqualifications, including certain final criminal convictions, administrative findings of fraud, and equivalent foreign judgments or findings.

Under Section 27, the Securities and Exchange Commission may, on its own initiative or through a verified complaint and after notice and hearing, order the removal of a person who was elected despite a disqualification or whose disqualification arose or was discovered later.

Step-by-step process for removing an incorporator-director

1. Review the corporate records

Obtain and compare:

Articles of Incorporation and amendments;
Bylaws and amendments;
Latest SEC General Information Sheet;
Stock and transfer book;
Share certificates and transfer records;
Voting or shareholders’ agreements;
Minutes of the last annual election;
Current list of directors and officers; and
Regulatory requirements applicable to the business.

Pay particular attention to notice periods, authorized meeting callers, share-transfer restrictions, quorum provisions, proxy deadlines, and any greater voting threshold in the bylaws.

2. Confirm the required voting support

Determine:

The total outstanding voting shares;
Which stockholders are entitled to vote;
Whether shares are jointly owned, delinquent, subject to a voting trust, or covered by proxies;
Whether the director represents a minority group entitled to cumulative-voting protection; and
Whether at least two-thirds can realistically support removal.

A majority may be enough to demand that a special meeting be called, but it is not enough to approve removal. The final removal vote still requires two-thirds.

3. Properly call the meeting

A special meeting for removal must be called by the corporate secretary:

Upon the president’s order; or
Upon the written demand of stockholders representing at least a majority of the outstanding capital stock.

If there is no corporate secretary, or the secretary fails or refuses to act despite a proper demand, a stockholder who signed the demand may directly call the meeting by addressing the stockholders.

Preserve proof of the president’s order or majority demand, its delivery to the secretary, and any refusal or failure to respond.

Section 49 also allows a stockholder to petition the SEC for authority to call a meeting when no authorized person exists or the authorized person unjustly refuses to act.

4. Send a complete and timely notice

For a special meeting, Section 49 generally requires at least one week’s written notice, unless a different period is required by the bylaws, another law, or regulation. Regular meetings generally require at least 21 days’ written notice.

The notice should clearly state:

The corporation’s complete name;
Date, time, and lawful place of the meeting;
That removal of the specifically named director will be proposed;
Whether removal is being proposed with or without cause;
A clear summary of the grounds, if removal is for cause;
The voting and proxy procedures;
Remote-participation procedures, if authorized;
Whether a replacement director will be elected at the same meeting; and
Nomination and election procedures for the replacement.

The notice should include an agenda and proxy form. Email or electronic notice may be used when permitted by the bylaws, the stockholder’s consent, or SEC rules.

A vague agenda item such as “other matters” is not a safe basis for removing a director.

5. Observe meeting, proxy, and remote-voting rules

Stockholders may vote personally or through written proxies properly filed with the corporate secretary within the required time. A proxy is generally valid only for the meeting for which it was issued unless it states otherwise, and it cannot be effective for more than five years at one time.

Remote communication or voting in absentia may be used when authorized by the bylaws or by a majority of the board under Section 57. A remotely participating stockholder is considered present for quorum if the corporation follows appropriate identity-verification, participation, and vote-recording procedures.

Stockholders’ meetings should be held at the principal office or, if impracticable, within the city or municipality where the principal office is located, subject to the metropolitan-area rule in Section 50.

6. Establish quorum and count the removal vote separately

Unless the bylaws or law provides otherwise, quorum consists of stockholders representing a majority of the outstanding capital stock.

The meeting chair should first establish quorum, then present the removal resolution. The vote tally should record:

Shares voting for removal;
Shares voting against;
Abstentions;
Shares represented by proxy;
Shares participating remotely; and
Any objections to the call, notice, quorum, or voting procedure.

The resolution passes only if affirmative votes represent at least two-thirds of the outstanding voting capital stock.

7. Elect the replacement correctly

A vacancy caused by removal must be filled by the stockholders, not merely by the remaining directors.

Under Section 28, a replacement may be elected on the same day as the removal if the notice and agenda expressly stated that a replacement election would be held. The replacement serves only for the unexpired portion of the removed director’s term.

If the notice mentioned removal but not a replacement election, conduct a properly noticed separate election instead of improvising one during the meeting.

8. Prepare reliable corporate records

The minutes should describe:

Who called and presided over the meeting;
How and when notice was sent;
Proof of quorum;
Stockholders present personally, remotely, or by proxy;
The removal motion and stated grounds;
The exact vote count;
Objections and rulings;
The replacement election, if any; and
The time the meeting ended.

If an adverse corporate secretary refuses to record the proceedings, the presiding officer and participating stockholders should preserve independent minutes, attendance records, ballots, notices, delivery receipts, recordings where lawful, and written certifications of the results.

The Supreme Court’s ruling in Bernas v. Cinco, G.R. Nos. 163356-57 and 163368-69, July 10, 2015, shows why formalities matter. The Court held that an improperly called special meeting produced no valid removal, and a void act could not simply be cured through later ratification. The decision is available through the Supreme Court E-Library.

9. Make the required SEC filings

Section 25 of RA 11232 requires the corporation to report when a director, trustee, or officer dies, resigns, or otherwise ceases to hold office. The report must be made within seven days from knowledge of the cessation.

When a replacement is elected, the corporation must also report the election to the SEC within 30 days after the election, stating the required information about the directors, trustees, and officers.

In practice, the corporation should prepare and submit the appropriate amended or special-meeting General Information Sheet through the SEC Electronic Filing and Submission Tool. The SEC’s current eFAST filing guide instructs corporations to submit an amended GIS for changes arising between annual meetings and to file a special-meeting GIS using the actual meeting date where applicable.

The GIS package is normally notarized and uploaded as a complete, readable PDF in the prescribed format. An amendment to the Articles of Incorporation is ordinarily unnecessary merely because a director named among the original incorporators has been removed.

10. Update operational authority

After the removal, update records used by:

Banks and payment providers;
BIR and local government offices, when relevant;
Government licensing agencies;
Major customers and suppliers;
Corporate registries and internal compliance systems;
Insurers and bonding companies; and
Digital banking, accounting, and signing platforms.

Banks commonly require certified minutes, a secretary’s certificate, an updated GIS or proof of SEC submission, specimen signatures, and identity documents before changing account signatories.

What happens if the removed director is also president or another officer?

Section 24 requires the corporation’s president to be a director. Therefore, a person validly removed from the board can no longer remain president.

The board should promptly hold an organizational or special board meeting and elect a qualified replacement. Election of corporate officers requires the vote of a majority of all board members, not merely a majority of those attending.

For a treasurer, secretary, general manager, or other officer, removal from the board does not always end the separate officer position. Review the bylaws, appointment resolution, employment agreement, and applicable labor rules.

If the person is also an employee, termination of employment may require a valid just or authorized cause and procedural due process under the Labor Code. Corporate removal and employment termination should not be treated as the same act.

Does the removed director lose shares or ownership rights?

No. Removal from the board does not confiscate, cancel, or transfer shares.

The person generally remains entitled to:

Dividends lawfully declared;
Notice of stockholders’ meetings;
Voting rights attached to the shares;
Inspection rights under Section 73;
Participation in future elections; and
Proceeds from a lawful sale or transfer of shares.

If the other stockholders also want the person to leave the ownership structure, they need a separate lawful transaction, such as a negotiated share sale, exercise of a valid buy-sell provision, redemption permitted by law, or another remedy supported by the Articles, bylaws, or shareholders’ agreement.

There is no automatic appraisal right merely because a director was removed.

Foreign incorporators and stockholders

A foreign incorporator-director is subject to the same Section 27 removal procedure. Physical presence in the Philippines is not always necessary because a foreign stockholder may vote through a proper proxy or authorized remote participation.

A proxy ordinarily needs to be written and signed; notarization is not automatically required by RA 11232, although the bylaws or the corporation’s verification procedures may impose additional requirements.

When a foreign corporation owns the shares, the Philippine corporate secretary may require a board resolution or secretary’s certificate identifying its authorized representative. If executed abroad, notarization, an apostille, or consular authentication may be required depending on the issuing country and the intended Philippine use.

For corporations engaged in a partly nationalized activity, the replacement board must continue to comply with constitutional and statutory nationality limits. The Anti-Dummy Law, Commonwealth Act No. 108, generally restricts foreign board representation in nationalized businesses to the proportion of foreign capital lawfully allowed.

Special situations that need different treatment

One Person Corporation

In a One Person Corporation, the single stockholder is also the sole director and president. That person cannot realistically be removed through a vote of other stockholders because no other stockholders exist. A change normally requires a transfer of ownership, succession through the nominee or alternate nominee, or conversion to another corporate structure.

Close corporation

A close corporation’s Articles may provide that the stockholders themselves manage the business without a conventional board. Share-transfer restrictions and shareholders’ agreements may also affect control. The Articles and agreements must be examined before applying ordinary board-removal procedures.

Minority nominee

Removing a minority-elected director without cause may violate Section 27’s protection of cumulative-voting rights. Evidence of cause and the minority group’s voting entitlement can become central in any dispute.

Regulated corporation

Banks, insurance companies, financing and lending companies, public utilities, educational institutions, and other regulated entities may have additional fit-and-proper, independent-director, nationality, or reporting requirements imposed by their primary regulators.

Common mistakes that invalidate or delay removal

Counting two-thirds of attendees instead of two-thirds of outstanding voting shares;
Allowing the board alone to remove an elected director;
Using an outdated or inaccurate stock ledger;
Failing to name the proposed removal in the meeting notice;
Having an unauthorized person call the meeting;
Ignoring a longer notice period in the bylaws;
Electing a replacement when the agenda mentioned only removal;
Treating removal as an automatic transfer of the director’s shares;
Backdating minutes, proxies, share transfers, or notices;
Ignoring cumulative-voting protection for a minority nominee;
Assuming removal from the board automatically ends employment; and
Failing to submit the cessation and election reports to the SEC.

Documents and practical timeline

Stage	Important documents	Typical timing
Record review	Articles, bylaws, GIS, stock and transfer book, voting agreements	Several days to a few weeks, depending on record quality
Call of meeting	President’s order or majority stockholders’ written demand	Before notice is issued
Special-meeting notice	Notice, agenda, proxy form, remote-voting instructions, proof of service	At least one week before the meeting unless another period applies
Removal meeting	Attendance list, proxies, ballots, vote tally, minutes, resolutions	One meeting day
SEC cessation report	Amended GIS or other prescribed report and supporting records	Within seven days from knowledge of cessation
Replacement report	Election results and required director information	Within 30 days after election
Operational updates	Secretary’s certificates, bank forms, permits, signing authorities	Often one to several weeks

Government filing fees are not usually the main expense in a straightforward director change. Practical costs more often involve notarization, document delivery, publication if required, apostille or authentication of foreign documents, professional preparation, and penalties for late or defective SEC filings.

Challenging an invalid removal

A dispute between the corporation, its stockholders, and its directors concerning the validity of a removal is generally an intra-corporate controversy.

Jurisdiction over intra-corporate cases lies with the Regional Trial Court designated as a Special Commercial Court, not with the SEC acting as a regular trial court. Proceedings are governed by the Interim Rules of Procedure Governing Intra-Corporate Controversies, A.M. No. 01-2-04-SC, together with later procedural rules and issuances.

Possible relief can include:

Declaration that the meeting or removal was void;
Injunction against acting on an invalid removal;
Recognition of the lawful board;
Access to corporate records;
Correction of corporate filings; and
Damages where supported by the facts and law.

Challenges often turn on documentary evidence: the stock ledger, meeting demand, notices, delivery records, proxies, ballots, minutes, and SEC filings.

Frequently Asked Questions

Can the board remove a director who is also an incorporator?

Generally, no. Stockholders must remove an elected director through the procedure in Section 27. The board alone ordinarily cannot do it.

Can an incorporator be deleted from the Articles of Incorporation?

Removal as director does not delete the person from the original Articles. Being an incorporator is a historical fact about the corporation’s formation. The current board is instead reflected in the GIS and corporate records.

How many votes are required to remove a director?

At least two-thirds of the outstanding voting capital stock must affirmatively approve removal. It is not enough to obtain two-thirds of the votes cast at the meeting.

Can a director be removed without misconduct?

Yes, removal may be without cause. However, no-cause removal cannot be used to defeat a minority group’s statutory right to board representation through cumulative voting.

Does the director have to be allowed to explain?

Section 27 permits removal without cause, but fair procedure is especially important when misconduct is alleged. The notice should clearly identify the proposal and grounds, and the director should have a meaningful opportunity to respond where the bylaws, agreements, or circumstances require it.

Can a replacement be elected immediately?

Yes, but only if the meeting notice and agenda expressly state that an election to fill the vacancy will occur on the same day. The replacement serves the predecessor’s unexpired term.

What if the corporate secretary refuses to call the meeting?

Stockholders representing at least a majority of the outstanding capital stock may issue a written demand. If the secretary still refuses or fails to act, a stockholder who signed the demand may directly address the stockholders and call the meeting with proper notice. An SEC petition to authorize a meeting may also be available.

Does removal cancel the director’s shares?

No. The removed person remains a stockholder until the shares are separately and validly transferred, redeemed, or otherwise disposed of.

Can a foreign stockholder vote from abroad?

Yes, through a valid proxy or authorized remote participation. Corporate representatives may need authenticated or apostilled authority documents, depending on the corporation’s requirements.

Can the removed director challenge the vote?

Yes. A challenge may be filed as an intra-corporate case before the appropriate RTC acting as a Special Commercial Court, particularly when the call, notice, quorum, vote count, or minority-representation rules were violated.

Key Takeaways

Being an incorporator does not make a person a permanent director.
Removing the person from the board does not erase incorporator status or take away shares.
Director removal generally requires a properly noticed stockholders’ meeting and a two-thirds vote of outstanding voting shares.
The board alone ordinarily cannot remove an elected director.
Removal without cause cannot be used to eliminate protected minority representation.
A replacement may be elected on the same day only when the notice and agenda say so.
The corporation should report cessation to the SEC within seven days and a replacement election within 30 days.
Defective calls, notices, proxies, vote counts, or minutes can make the removal void.