In the Philippine corporate landscape, the By-Laws serve as the internal constitution of a corporation. While the Articles of Incorporation define the entity's existence and purpose, the By-Laws dictate the "how-to" of daily operations—governing meetings, director duties, and officer qualifications.

Failure to properly file these with the Securities and Exchange Commission (SEC) can lead to administrative penalties or even the revocation of the corporate franchise.

1. Statutory Basis and Timing

Under the Revised Corporation Code (RCC) or Republic Act No. 11232, the timing for filing By-Laws depends on when they are adopted:

A. Simultaneous Filing

The most common practice under the RCC is to file the By-Laws together with the Articles of Incorporation. This streamlines the registration process and ensures the corporation is fully compliant from day one.

B. Post-Incorporation Filing

If the By-Laws were not submitted at the time of incorporation, the law provides a specific window:

Deadline: Within one (1) month after receipt of the Certificate of Incorporation from the SEC.
Requirement: They must be approved by affirmative vote of stockholders representing at least a majority of the outstanding capital stock (or a majority of members in non-stock corporations).

2. Formal Requirements for Filing

To be accepted by the SEC, the By-Laws must meet specific formal and substantive criteria:

Signatories: They must be signed by the incorporators or the stockholders/members voting for them.
Certification: A Secretary’s Certificate, countersigned by the President, must be attached, certifying that the By-Laws were approved by the required vote.
Content: Under Section 46 of the RCC, By-Laws must typically provide for:
Time, place, and manner of calling and conducting regular or special meetings.
The quorum required for transactions.
The modes by which a stockholder may vote (including remote communication or in absentia).
The qualifications, duties, and compensation of directors/trustees and officers.
The manner of issuing stock certificates.
Penalties for violation of the By-Laws.

3. Amendments to By-Laws

As a corporation grows, it may need to amend its By-Laws. The requirements for filing amendments are:

Approval: A majority of the Board of Directors/Trustees AND the owners of at least a majority of the outstanding capital stock (or members).
Filing Deadline: There is no strict "30-day" window for amendments like there is for initial post-incorporation filing, but the amendments only take effect upon the issuance of a Certification by the SEC that they are not inconsistent with the Code.
Power to Amend: The stockholders may delegate the power to amend By-Laws to the Board of Directors via a 2/3 vote of the outstanding capital stock. This delegation can be revoked by a simple majority vote at any time.

4. SEC Submission Channels

Currently, the SEC utilizes digital platforms for these filings:

eSPARC (Electronic Simplified Processing of Applications for Registration of Corporations): Used for new registrations where By-Laws are submitted simultaneously.
eFAST (Electronic Filing and Submission Tool): Used for filing amended By-Laws and other reportorial requirements.

5. Consequences of Non-Compliance

The SEC takes deadlines seriously. Failure to file By-Laws within the prescribed period can result in:

Administrative Fines: Scaled based on the corporation's retained earnings or total assets.
Suspension or Revocation: Under Section 17, the SEC may place a corporation under delinquent status if it fails to submit By-Laws. If the corporation remains non-compliant for a period of five years, its certificate of incorporation may be revoked.
Inoperative Provisions: Provisions in the By-Laws that contravene the Revised Corporation Code, the Constitution, or special laws are considered void and will be rejected during the SEC's examination.