Implementing Rules of the Revised Corporation Code of the Philippines
(Republic Act No. 11232, “RCC”)
A Comprehensive Legal Guide (2019 – 2025)
1 | Statutory Mandate & Rule-Making Framework
| Item | Key Provision | Practical Effect |
|---|---|---|
| §179 RCC | Empowers the Securities & Exchange Commission (SEC) to “promulgate rules, regulations and orders necessary to implement the Code.” | All detailed procedures appear in SEC Memorandum Circulars (MCs), Interim Rules, SEC Orders, and advisory opinions. |
| §181 RCC | Directs the SEC to consult stakeholders and publish drafts. | Most MCs underwent public hearings and were published in two newspapers before effectivity. |
| §180 RCC | Provides for transitional rules within 2 years unless extended by SEC. | SEC staggered compliance deadlines between 2019-2023; grace periods were extended twice during COVID-19. |
2 | Chronological Map of Implementing Issuances (2019 - 2025)
| Year | Memorandum Circular (MC) No. | Subject & Highlights |
|---|---|---|
| 2019 | MC 1-2019 Model Articles of Incorporation & By-laws (stock/non-stock) MC 5-2019 Emergency Board Guidelines MC 7-2019 One Person Corporations (OPC): forms, minimum capital = ₱0, nominee/alternate provisions MC 9-2019 Foreign Corp. “Deposit of Securities” revised schedule |
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| 2020 | MC 6-2020 Remote Participation & In-Absentia Voting for Stockholders/Members MC 16-2020 Remote Board Meetings, quorum & recording rules Pandemic-era Bulletins extending reportorial deadlines |
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| 2021 | MC 1-2021 Online Submission Tool (OST): AFS & GIS e-filing MC 6-2021 Launch of eSPARC (Electronic Simplified Processing for Accreditation of Companies) & One-Day OPC processing |
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| 2022 | MC 2-2022 Revival of Corporations with expired terms—streamlined forms MC 4-2022 Data Privacy & Cyber-Security compliance checklist for e-filing users |
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| 2023 | MC 3-2023 Beneficial Ownership (BO): mandatory BO declaration, 30-day updating rule; heavy fines for non-disclosure MC 12-2023 Fit-and-Proper Rules for Corporate Officers (alignment with ASEAN Corporate Governance Scorecard) |
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| 2024 | MC 4-2024 Full Digitization Roadmap: mandatory electronic certificates, QR-coded AFS/GIS, digital signatures recognized under E-Commerce Act MC 10-2024 Abolition of hard-copy stock certificates by 2027; dematerialized shares default |
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| 2025 | MC 2-2025 Sustainability & ESG Reporting for Publicly-Listed and Secondary-License Corporations (first reports due 2027) |
Tip: The SEC website keeps a master “RCC Matrix” cross-referencing sections of the Code with the relevant MCs. Always consult the latest version when advising clients.
3 | Formation & Registration
3.1 Model Forms
- eSPARC auto-generates Articles and By-laws by answering a web-form.
- Digital Certificates of Incorporation (with a unique Document Identifier Number) are emailed within 1-3 working days; for OPCs, within 24 hours.
3.2 Capital Structure Rules
- No minimum paid-in capital except as required by special laws.
- Par-value or no-par shares allowed; stated value required for no-par.
- Founders’ shares: rule of 5-year dividend cap applies; SEC verifies in its post-incorporation review.
3.3 One Person Corporations (OPC)
- Nominee & Alternate Nominee must consent in writing (Form OPC–N), automatically take over in case of death or incapacity.
- Conversion: Single Stockholder of existing corporation may apply for OPC status; must publish notice once in a newspaper of general circulation.
4 | Corporate Governance & Meetings
| Topic | Implementing Rule | Key Compliance Point |
|---|---|---|
| Perpetual term (default) | Automatic under §11; existing corporations need no separate amendment. | To keep finite term, Board must file a formal opting-out within 2 years from effectivity (MC 2-2019). |
| Emergency Board | MC 5-2019 details “quorum rescue” mechanics; Corporate Secretary files SEC EB-1 within 3 days. | |
| Remote Board/Stockholders’ Meetings | MC 6-2020 & MC 16-2020: require (a) secure platform, (b) full-time recording, (c) validation of attendees, (d) data retention = 5 years. | |
| Mandatory LOBO (Lead Independent Director) for PLCs | MC 5-2021 (adapted from Code of Corporate Governance) mandates designation when Chair & CEO are the same person. | |
| Anti-self-dealing | SEC Opinions 2020-24 & 2021-03 clarify procedure for ratification by 2⁄3 stockholders when quorum present by remote participation. |
5 | Reportorial Requirements
| Report | Due Date | Mode of Filing | Relevant MC |
|---|---|---|---|
| Audited Financial Statements (AFS) | 120 days after fiscal year-end | OST (PDF with auditor’s digital signature) | MC 1-2021 |
| General Information Sheet (GIS) | 30 days after Annual Meeting or anniversary (OPC) | OST | MC 1-2021 |
| Beneficial Ownership Declaration | Within 30 days of change; confirm annually with GIS | OST / BO Portal | MC 3-2023 |
| ESG/Sustainability Report (PLCs, 2027 onwards) | 150 days after fiscal year-end | ESG e-Portal (.xbrl template) | MC 2-2025 |
| Revival Petition (expired term) | Any time; affidavit plus tax clearance | eSPARC | MC 2-2022 |
Administrative Sanctions
- Basic penalty matrix under §170 RCC: ₱10,000 – ₱1 million + ₱1,000/day for continuing violation.
- BO-related violations may reach ₱5 million + dissolution for willful concealment.
6 | Capital & Share Matters
Treasury Shares
- Max holding period: 3 years (SEC Opinion 2020-12).
- After 3 years, must retire or re-issue.
Dematerialization
- MC 10-2024 requires listed and non-listed corporations with over 200 shareholders or ₱50 million paid-in capital to shift to scripless shares by Jan 1, 2027.
Pre-emptive Rights
- Default exists, may be denied in AOI; virtual ratification allowed via MC 6-2020 rules.
7 | Foreign Corporations
| Requirement | Implementing Detail |
|---|---|
| Resident Agent Appointment | Form F-RA; must maintain Philippine TIN and primary address. |
| Deposit of Securities | Revised schedule (MC 9-2019): ₱500,000 within 60 days of license issuance; additional deposit when gross income in PH rises by increments of ₱10 million. |
| Branch Remittance Tax | No change in BIR rules; however, SEC now requires proof of remittance filing when renewing license (SEC eFAST portal). |
8 | Dissolution, Liquidation & Revival
- Voluntary dissolution (< 2⁄3 stockholders) uses Short-Form Petition (MC 8-2020).
- Involuntary dissolution (e.g., AMLA findings) handled by SEC EO Division; corporation enters a 3-year winding-up.
- Revival: all deficiencies in reportorial filings must be rectified; “Perpetual term” is granted by default unless applicant opts for fixed term.
9 | Enforcement & Adjudication
| Forum | Jurisdiction | Appeal |
|---|---|---|
| SEC En Banc | Contested intra-corporate cases ≤ ₱10 million | Court of Appeals under Rule 43 |
| Regional Trial Courts (Special Corp Courts) | > ₱10 million or derivative suits | CA |
| Arbitration under RCC §181 | Requires arbitration clause in AOI or by-laws; SEC confirms arbitral award; appeals limited to questions of law. |
10 | Interaction with Other Laws
- CREATE Act (2021): Optional 5-year NOLCO carry-over; SEC allows Articles amendment without new filing fees if only to reflect tax incentives.
- Data Privacy Act: SEC and NPC issued Joint Circular 1-2022 on sharing of GIS information.
- Anti-Money Laundering Act (AMLA): SEC is Supervising Authority over “Financing Companies” & “Lending Companies” (RA 9474 & RA 10881); requires additional BO verification.
11 | Compliance Road-Map for Practitioners (2025 snapshot)
- Digitize historic corporate records and secure a corporate digital-certificate (PKI).
- Update Beneficial Ownership: align the share register, GIS, and BO declaration.
- Review By-laws for remote participation clauses; amend if silent.
- Plan for Dematerialization of stock certificates before the 2027 deadline.
- Set up an ESG Reporting Team if publicly listed or holding a secondary license.
- Conduct a Board Orientation on Emergency Board protocols and succession.
12 | Conclusion
Six years after its enactment, the Revised Corporation Code—fortified by more than 30 SEC Memorandum Circulars—has shifted Philippine corporate practice toward perpetual existence, single-person entrepreneurship, digital compliance, and greater transparency.
From one-day online incorporation to beneficial-ownership tracking and ESG disclosure, every corporate actor—large or small, domestic or foreign—now operates in a rule-set that is both more flexible and more exacting. Mastery of the implementing rules is therefore not optional but foundational for counsel, compliance officers, and entrepreneurs alike.
This article summarizes official issuances up to 13 June 2025. Always verify whether new SEC circulars or Supreme Court decisions have modified any item before relying on this guide.