Every enactment, amendment and Supreme Court reading on file for this law, in the order they happened.
Statutes that changed this one.
Act No. 1459
The Philippine Commission enacted the first comprehensive Corporation Law, establishing the legal framework for organizing and operating corporations in the Philippines. This law governed corporate formation, powers, and dissolution during the American colonial period.
BP 68
President Ferdinand Marcos signed Batas Pambansa Blg. 68, the Corporation Code of the Philippines, replacing the 1906 Corporation Law. It modernized corporate law by introducing provisions on close corporations, special corporations, and strengthened minority stockholder protections.
G.R. No. 176579
The Supreme Court clarified the "grandfather rule" for determining Filipino ownership in corporations, ruling that both the investing corporation and its shareholders must meet nationality requirements. This landmark case addressed corporate layering to circumvent constitutional restrictions.
G.R. No. 135808
The Supreme Court delineated SEC's jurisdiction over intra-corporate controversies, establishing that the relationship test determines whether a dispute is intra-corporate. The decision clarified which corporate disputes belong to SEC (now RTC) versus regular courts.
RA 8799, s. 2000
RA 8799 transferred jurisdiction over intra-corporate disputes from the Securities and Exchange Commission to Regional Trial Courts specially designated to hear such cases. This reformed the corporate dispute resolution system and refocused SEC on its regulatory functions.
G.R. No. 149351
The Supreme Court enunciated the standards for piercing the corporate veil, emphasizing that the separate juridical personality of a corporation may be disregarded only when used to defeat public convenience, justify wrong, protect fraud, or defend crime.
G.R. No. 150793
The Supreme Court clarified the appraisal right of dissenting stockholders under the Corporation Code, ruling on when stockholders can compel the corporation to purchase their shares at fair value when they dissent from certain fundamental corporate actions.
G.R. No. 176579
The Supreme Court issued a Resolution clarifying and partially modifying its 2009 decision in Gamboa v. Teves, addressing the application of the grandfather rule and providing guidance on computing Filipino ownership in multi-tiered corporate structures.
RA 11232
President Rodrigo Duterte signed Republic Act No. 11232, the Revised Corporation Code, introducing major reforms including perpetual corporate existence, one-person corporations, corporate recovery procedures, and modernized governance requirements. This comprehensively amended BP 68 after 39 years.
SEC Memorandum Circular No. 24, s. 2019
The Securities and Exchange Commission issued the Implementing Rules and Regulations (IRR) for RA 11232, providing detailed guidelines on one-person corporations, perpetual corporate existence, corporate recovery, and other reforms introduced by the Revised Corporation Code.
SEC Memorandum Circular No. 6, s. 2020
In response to the COVID-19 pandemic, SEC issued guidelines allowing fully remote stockholders' and board meetings, accelerating the adoption of digital corporate governance mechanisms authorized under the Revised Corporation Code.
SEC En Banc Case
The SEC En Banc resolved issues regarding the automatic extension of corporate terms to perpetual existence under the Revised Corporation Code, clarifying that existing corporations automatically received perpetual term unless they opted out within specified periods.
SEC Memorandum Circular No. 3, s. 2022
SEC issued revised guidelines on One-Person Corporations (OPCs) based on implementation experience, clarifying restrictions on who may form OPCs, the single stockholder's powers, nominee requirements, and conversion procedures between OPC and regular corporations.