Quick answer

A director does not become irremovable merely because that person is also an incorporator. Under Section 27 of the Revised Corporation Code, the stockholders may remove a director, with or without cause, through the affirmative vote of stockholders holding or representing at least two-thirds of the corporation’s outstanding capital stock, at a properly called regular or special stockholders’ meeting.

Removal from the board does not automatically:

erase the person’s historical status as an incorporator;
cancel, transfer, or redeem the person’s shares;
remove the person from a separate corporate office or employment position; or
eliminate contractual, property, or creditor rights.

Those matters require separate legal action or authority.

The key distinction: incorporator, director, stockholder, and officer

One person may occupy several legally distinct roles:

Role	What it means	Effect of removal as director
Incorporator	A person named in and who signed or authenticated the original articles of incorporation	No change; this remains part of the corporation’s formation record
Director	A member of the corporation’s governing board	Board authority ends upon valid removal
Stockholder	The registered owner or subscriber of shares	Shares remain owned unless separately and lawfully transferred, sold, redeemed, or otherwise disposed of
Corporate officer	The president, treasurer, secretary, or another office created by the bylaws	Not automatically removed unless the applicable board, stockholder, bylaw, or contractual procedure is also followed
Employee	A person working under an employment relationship	Employment does not necessarily end with the directorship

This separation matters. A resolution stating that the person is “removed from the corporation” may be dangerously vague. Each capacity being terminated should be identified, together with the legal authority and effective date for that action.

The governing statute is Republic Act No. 11232, the Revised Corporation Code.

Who has the power to remove the director?

For an ordinary stock corporation, the removal decision belongs to the stockholders, not merely to the board of directors.

The required vote is at least two-thirds of the entire outstanding capital stock, not simply two-thirds of the shares represented at the meeting or two-thirds of those who cast votes. “Outstanding capital stock” generally includes issued shares covered by binding subscription contracts, whether fully or partially paid, but excludes treasury shares.

A board resolution alone ordinarily cannot accomplish a statutory removal under Section 27. The board may take other action within its authority—such as calling a meeting or addressing a separate officer position—but it should not treat an ordinary board vote as a substitute for the required stockholder action.

For a nonstock corporation, the comparable rule concerns trustees: removal requires at least two-thirds of the members entitled to vote.

Removal may be with or without cause

Section 27 permits removal either:

for cause, such as a documented breach of duty, disqualification, serious misconduct, or violation of applicable governance rules; or
without cause, subject to the protection of minority representation.

The law specifically prohibits using removal without cause to deprive minority stockholders or members of representation to which they may be entitled under the cumulative-voting and election rules.

That restriction can become decisive when the director was elected through cumulative voting or represents a minority bloc. Before attempting a no-cause removal, reconstruct the previous election and determine:

how many directors were elected;
how cumulative votes were allocated;
which shares supported the director;
whether the removal and proposed replacement would defeat a minority’s statutory representation; and
whether founders’ shares, class rights, voting agreements, or special governance provisions apply.

Calling the removal “for cause” is not a safe workaround if the asserted cause is unsupported or pretextual. Preserve evidence and provide a fair, documented process, particularly when the corporation’s bylaws, governance code, shareholder agreement, or special regulatory rules require one.

Step-by-step procedure

1. Review the governing documents and share records

Obtain and compare:

the SEC-certified articles of incorporation and all amendments;
the current bylaws;
the latest General Information Sheet;
the stock and transfer book;
stock certificates and subscription records;
shareholders’ or voting agreements;
minutes and voting records from the director’s election;
any provisions governing founders’ shares, board seats, nomination rights, or cumulative voting; and
special laws and regulator-issued governance rules applicable to the corporation.

Do not rely solely on the latest GIS. The stock and transfer book, subscription status, treasury shares, delinquent shares, voting restrictions, proxies, and record date may affect who can vote and whether the two-thirds threshold is achievable.

2. Calculate the required vote correctly

Determine the outstanding capital stock as of the applicable record date. Exclude treasury shares. Check whether any shares are delinquent and therefore cannot be voted, and identify any class or contractual voting issues.

The affirmative votes must represent at least two-thirds of the outstanding capital stock. Abstentions, absences, and votes against removal do not count toward that affirmative threshold.

For example, if the corporation has 900 valid outstanding voting shares, the removal generally requires affirmative votes representing at least 600 shares. Obtaining two-thirds of only the shares attending would be insufficient if that number is below 600.

Have the corporate secretary or counsel prepare a written capitalization and voting-threshold computation before notices are issued.

3. Properly call the meeting

Removal must occur at either:

a regular stockholders’ meeting; or
a special stockholders’ meeting called for that purpose.

For a special removal meeting, Section 27 directs the corporate secretary to call it:

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

If there is no secretary, or the secretary fails or refuses to call the meeting or issue notice despite a proper demand, the stockholder who signed the demand may call the meeting by directly addressing the stockholders. Section 49 also allows a stockholder to petition the SEC for an order directing the calling of a meeting when the authorized person unjustly refuses and good cause is shown.

The written demand should identify the director, expressly request a special meeting for removal, state whether a replacement election is proposed, and attach evidence that the demanding stockholders satisfy the majority requirement.

4. Give legally sufficient notice

The notice must clearly state:

the meeting’s date, time, and lawful place or approved remote-participation arrangement;
that removal of the specifically named director will be proposed;
whether removal is proposed with or without cause;
the grounds and supporting information when cause is asserted;
the complete agenda;
whether a replacement will be elected at the same meeting;
proxy submission instructions; and
any authorized procedures for remote participation or voting in absentia.

For a special stockholders’ meeting, the Code generally requires at least one week’s written notice, unless the bylaws, another law, or an applicable regulation requires a different period. Follow any longer or more protective requirement in the governing documents or special regulations.

Section 27 additionally requires notice of the time, place, and intention to propose removal through the publication or written-notice mechanism prescribed by the Code. Because defective notice is a common ground for challenge, use every applicable mode required by the Code, bylaws, SEC rules, and the stockholders’ recorded contact information. Preserve proof of mailing, personal service, electronic transmission, publication when applicable, and delivery failures.

Attendance can sometimes constitute waiver of notice, but not where a person attends specifically to object that the meeting was unlawfully called or convened. Do not plan a contested removal around implied waiver.

5. Establish quorum and validate voting authority

Unless the Code or bylaws provide otherwise, a stockholders’ quorum consists of stockholders representing a majority of the outstanding capital stock.

Before voting:

confirm the record date and eligible voting shares;
examine proxies for signatures, scope, validity, and timely receipt;
verify representatives of corporate stockholders;
identify treasury and delinquent shares;
authenticate remote participants under the corporation’s approved procedure; and
record objections to notice, quorum, proxies, or voting rights.

Stockholders may vote personally or by written proxy. Remote communication or voting in absentia is allowed when authorized by the bylaws or by a majority of the board, and qualifying corporations vested with public interest are subject to additional rules. A director may not use a proxy for a board meeting, but this removal vote is conducted at a stockholders’ meeting.

6. Present and vote on a precise removal resolution

The resolution should identify:

the director’s complete name;
the exact office being terminated;
whether removal is with or without cause;
the effective time;
the number of outstanding shares used as the denominator;
the shares present or represented;
the votes for, against, and abstaining; and
any separate action concerning a corporate office.

Allow objections and demands for a recorded vote to be reflected accurately. The minutes should describe how the meeting was authorized, what notice was given, the agenda, attendance, proxies, quorum, motions, votes, objections, and resolutions.

The affected director’s consent is not required if the statutory vote and procedure are satisfied. Nevertheless, giving the director notice and a meaningful opportunity to respond is prudent—and may be required by the bylaws, a governance policy, a contract, or rules applicable to a regulated or public-interest corporation.

7. Elect a replacement, if desired

When the vacancy results from removal, stockholders may elect the replacement at the same meeting, but only if the agenda and meeting notice expressly state that a replacement election will occur.

The replacement serves only the predecessor’s unexpired term. The election must comply with the Code’s nomination, qualification, quorum, voting, and cumulative-voting requirements.

Do not let the remaining directors fill a removal-created vacancy through an ordinary board vote. Section 28 treats a vacancy caused by removal differently from most other vacancies.

8. Address separate officer and employment positions

If the removed director is also president, treasurer, general manager, or another corporate officer, examine how that office was created and filled.

The board generally elects statutory corporate officers and other officers provided in the bylaws. A separate board meeting and resolution may therefore be needed to remove or replace the person as an officer. The president must be a director, so valid removal from the board ordinarily makes the person ineligible to continue as president; the board should promptly document the resulting cessation and elect a qualified replacement.

If the person also performs employee functions, review the employment contract, actual duties, compensation structure, and labor-law consequences. A person may be both a corporate officer and an employee, and jurisdiction over a dispute depends on the relationship and the nature of the controversy. Do not assume that ending the directorship automatically ends employment or eliminates claims for compensation and benefits.

The Supreme Court has emphasized that losing one corporate capacity does not, without evidence or proper action, necessarily remove the others. See, for example, Matling Industrial and Commercial Corporation v. Coros, G.R. No. 171993 and North Star International Travel, Inc. v. Ancheta, G.R. No. 202974.

9. Update records and report the cessation to the SEC

Immediately update:

the minutes book;
the directors’ and officers’ register;
internal authority matrices;
bank mandates and online-banking permissions;
signing authorities;
government and private registrations where the person is an authorized representative;
contracts and counterparties requiring notice; and
access to corporate systems, records, premises, devices, and confidential information.

Under Section 25 of the Revised Corporation Code, when a director, trustee, or officer ceases to hold office, the secretary—or the concerned director, trustee, or officer—must report that fact in writing to the SEC within seven days from knowledge of the cessation.

A replacement’s election is also reportable. Section 25 requires the corporation, through its secretary or another officer, to submit the prescribed information concerning elected directors, trustees, and officers within 30 days after their election. Use the SEC’s currently prescribed form and filing facility, and retain the acknowledgment or proof of submission. The SEC’s online-service entry point is available through its Electronic Filing and Submission Tool.

Filing a GIS or other report does not cure an invalid meeting or vote. The underlying corporate action must itself be lawful.

What removal does not accomplish

It does not erase incorporator status

“Incorporator” describes participation in forming the corporation and is reflected in the original articles. Removal from the board changes current governance authority; it does not rewrite the historical fact that the person was an incorporator.

An amendment should not be used to create a false formation history. A genuine error in the original articles, fraud in incorporation, or unauthorized inclusion of a name requires case-specific legal analysis and the proper SEC or judicial remedy—not an ordinary director-removal resolution.

It does not confiscate the person’s shares

The person remains a stockholder unless the shares are separately transferred or acquired through a lawful mechanism. The corporation cannot simply cancel the shares because the holder was removed from the board.

Possible share dispositions may involve a voluntary sale, an enforceable buy-sell provision, lawful redemption, acquisition of the corporation’s own shares for a legitimate corporate purpose and subject to statutory financial requirements, or a court-ordered remedy. The required documents, approvals, taxes, consideration, and stock-transfer-book entries must be handled separately.

It does not release prior liabilities

Removal does not erase liability for acts committed while in office. Nor does it automatically make the former director liable for every corporate loss. Liability depends on the person’s conduct, participation, duties, applicable law, and evidence.

It does not automatically amend the articles

Ordinary removal and replacement of a director generally concern current corporate records and SEC reporting. An amendment to the articles is necessary only when an actual provision of the articles must lawfully be changed. Article amendments require their own approvals and SEC process under Section 15.

Important exceptions and special cases

One Person Corporations

An ordinary two-thirds stockholder removal procedure does not fit an OPC in which the single stockholder is also the sole director and president. Changing control or management may require a share transfer, nominee succession following death or incapacity, conversion, or another OPC-specific procedure. Obtain tailored advice before acting.

Close corporations

A close corporation’s articles, bylaws, and unanimous stockholder agreements may allocate management powers or create enforceable rights that do not exist in an ordinary corporation. The Code also supplies special remedies for deadlock, oppression, unfair prejudice, fraud, or waste. Review Sections 95 to 104 before using a standard removal template.

Corporations governed by special laws

Banks, insurance companies, financing and lending companies, public utilities, educational institutions, corporations with registered or listed securities, and other regulated entities may face additional requirements from the BSP, Insurance Commission, SEC, or another primary regulator. Fit-and-proper rules, independent-director requirements, regulator approval, disclosure duties, or special charter provisions may affect removal and replacement.

Disqualified directors

Section 26 specifies statutory disqualifications. Under Section 27, the SEC may, on its own initiative or upon a verified complaint and after notice and hearing, order the removal of a person elected despite disqualification or whose disqualification later arose or was discovered.

This regulatory remedy is distinct from stockholder removal. A board that knowingly fails to act on a disqualification may also face sanctions.

Minority representation

A no-cause removal cannot lawfully be used to defeat minority representation protected by the election rules. The risk is especially high where cumulative voting enabled the minority to elect the director. Obtain a voting analysis before sending notice.

Evidence to preserve

Keep originals or verifiable copies of:

articles, bylaws, shareholder agreements, and amendments;
the stock and transfer book and capitalization schedule;
share certificates, subscriptions, transfers, and treasury-share records;
the director’s election records and cumulative-vote tally;
the written demand for a special meeting;
the president’s order or other authority to call the meeting;
all notices, agendas, enclosures, mailing records, emails, publication proofs, and delivery logs;
proxies, corporate authorizations, attendance records, and remote-participation logs;
evidence supporting any stated cause;
ballots, vote tabulations, objections, and the final minutes;
removal and replacement resolutions;
board resolutions addressing separate officer positions;
turnover inventories and access-control records; and
SEC filings and electronic acknowledgments.

Do not alter, backdate, recreate, or selectively complete minutes after a dispute begins. If a correction is necessary, document when, why, and by whom it was made.

Common mistakes

Treating the incorporator label as immunity from removal.
Attempting removal through a board vote alone.
Counting two-thirds only of the shares present instead of the entire outstanding capital stock.
Using authorized capital stock rather than outstanding capital stock as the denominator.
Ignoring treasury shares, delinquent shares, proxies, or the stock and transfer book.
Sending a generic meeting notice that does not expressly disclose the proposed removal.
Electing a replacement at the same meeting without putting that election in the agenda and notice.
Removing a minority-elected director without analyzing cumulative-voting rights.
Assuming the person’s shares disappear with the directorship.
Combining removal as director, officer, and employee in one vague resolution.
Allowing the remaining board to fill a vacancy created by stockholder removal.
Failing to report cessation and the replacement election to the SEC.
Changing bank access or taking possession of personal property without documented authority.
Relying on an amended GIS to validate a defective meeting.

When legal help is urgent

Consult Philippine corporate counsel promptly if:

control of the corporation or access to bank accounts is disputed;
competing groups claim to be the lawful board;
a meeting is imminent and notice, proxies, or voting rights are contested;
the director represents minority stockholders;
cumulative voting determined the original election;
the person is also a shareholder, officer, employee, creditor, guarantor, or intellectual-property owner;
fraud, diversion of funds, falsified records, or destruction of evidence is suspected;
a regulator has identified a disqualification;
the corporation is an OPC, close corporation, listed company, financial institution, public utility, school, or other specially regulated entity; or
judicial relief may be needed to stop an unlawful meeting or prevent dissipation of corporate assets.

Disputes involving title to corporate office, elections, proxies, or the validity of corporate action may constitute intra-corporate controversies. The Interim Rules of Procedure Governing Intra-Corporate Controversies generally place covered actions in the Regional Trial Court with jurisdiction over the corporation’s principal office, handled under the special rules. Election contests can carry a 15-day filing period, depending on the nature of the dispute and the bylaws’ internal-remedy procedure. Anyone considering a challenge should obtain advice immediately rather than assume an ordinary civil prescriptive period applies.

Frequently asked questions

Can the other directors vote an incorporator off the board?

Ordinarily, no. Statutory removal requires the stockholders’ two-thirds vote at a properly noticed meeting. The board may address a separate officer position within its lawful authority, but that is not a substitute for director removal.

Does the director have to agree or sign a resignation?

No. A valid stockholder removal does not require resignation or consent. A voluntary written resignation is a different method of ending the directorship.

Must there be misconduct?

Not always. Removal may be with or without cause, but no-cause removal cannot be used to deprive minority stockholders of protected representation. Governing documents or special regulations may impose additional requirements.

Is two-thirds of the meeting attendees enough?

Not necessarily. The statutory threshold is at least two-thirds of the outstanding capital stock, not merely two-thirds of the votes cast or shares present.

Can the director vote their own shares against removal?

Generally, a director who is also a stockholder retains the voting rights attached to valid, non-delinquent shares. Removal from office and ownership of shares are separate.

Does removal force the incorporator to sell their shares?

No. A forced sale requires a separate lawful basis, such as an enforceable agreement or another remedy authorized by law. The corporation cannot confiscate shares through a removal resolution.

Can a replacement be elected immediately?

Yes, at the same stockholders’ meeting, if the replacement election was expressly included in the agenda and notice. The election must follow the Code’s voting and qualification rules.

Does the original articles of incorporation have to be amended?

Usually not merely because a director was removed or replaced. The original incorporator entry remains part of the formation record. Current directors and officers are reflected through corporate records and required SEC reports.

What if the corporate secretary refuses to call the special meeting?

If stockholders holding at least a majority of the outstanding capital stock made the required written demand, Section 27 allows the signing stockholder to call the meeting directly when there is no secretary or the secretary fails or refuses to call it or give notice. Depending on the circumstances, a stockholder may also petition the SEC for an order directing a meeting. Strict compliance with notice and documentation remains essential.

Where can official corporate records be checked?

Corporation documents available for public purchase may be obtained through the SEC’s eSEARCH service. Internal records—including the stock and transfer book and meeting minutes—are governed by the inspection provisions of Section 73 and applicable confidentiality laws.

Official sources

This article provides general legal information, not legal advice or an attorney-client opinion. The correct procedure can change based on the articles, bylaws, share records, agreements, type of corporation, regulator, and disputed facts. Official sources and current procedures were checked as of September 3, 2026.