Law Evolution Timeline

Revised Corporation Code

13 events

✏️ Amended by (4)

RA 8799, s. 2000 · 2001

Securities Regulation Code transfers intra-corporate jurisdiction to RTC

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.

SEC Memorandum Circular No. 24, s. 2019 · 2019

Implementing Rules and Regulations of the Revised Corporation Code

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 · 2020

Guidelines on alternative modes of meetings during COVID-19 pandemic

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 Memorandum Circular No. 3, s. 2022 · 2022

Revised guidelines on One-Person Corporations

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.

1906 · Mar📜 Enactment

Act No. 1459

Corporation Law (Act No. 1459) enacted

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.

1980 · Apr📜 Enactment

BP 68

Corporation Code of the Philippines (BP 68) enacted

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.

1989 · Jan⚖️ SC Ruling

G.R. No. 176579

Gamboa v. Teves - Philippine nationality requirement in corporations

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.

2000 · Nov⚖️ SC Ruling

G.R. No. 135808

Securities and Exchange Commission v. Interport Resources Corporation - Jurisdiction over intra-corporate disputes

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.

2001 · Aug✏️ Amendment

RA 8799, s. 2000

Securities Regulation Code transfers intra-corporate jurisdiction to RTC

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.

2006 · Dec⚖️ SC Ruling

G.R. No. 149351

Speed Distributing Corp. v. Court of Appeals - Piercing the corporate veil

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.

2008 · Feb⚖️ SC Ruling

G.R. No. 150793

Chua v. Court of Appeals - Appraisal right of dissenting stockholders

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.

2011 · Jun⚖️ SC Ruling

G.R. No. 176579

Clarification on the Gamboa v. Teves ruling

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.

2019 · Feb📜 Enactment

RA 11232

Revised Corporation Code of the Philippines enacted

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.

2019 · Sep✏️ Amendment

SEC Memorandum Circular No. 24, s. 2019

Implementing Rules and Regulations of the Revised Corporation Code

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.

2020 · Apr✏️ Amendment

SEC Memorandum Circular No. 6, s. 2020

Guidelines on alternative modes of meetings during COVID-19 pandemic

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.

2021 · Mar⚖️ SC Ruling

SEC En Banc Case

In re: Petition for Approval of the Amended Articles of Incorporation of PLDT - Perpetual corporate term

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.

2022 · Jan✏️ Amendment

SEC Memorandum Circular No. 3, s. 2022

Revised guidelines on One-Person Corporations

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.

19062022 · 13 legislative & jurisprudential events