Liability Of Directors, Trustees Or Officers

SEC. 31 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" refer to the Liability of directors, trustees or officers with the details as follows:

 

SEC. 31. Liability of directors, trustees or officers. - Directors or trustees who willfully and knowingly vote for or assent to patently unlawful acts of the corporation or who are guilty of gross negligence or bad faith in directing the affairs of the corporation or acquire any personal or pecuniary interest in conflict with their duty as such directors or trustees shall be liable jointly and severally for all damages resulting therefrom suffered by the corporation, its stockholders or members and other persons.

 

When a director, trustee or officer attempts to acquire or acquires, in violation of his duty, any interest adverse to the corporation in respect of any matter which has been reposed in him in confidence, as to which equity imposes a disability upon him to deal in his own behalf, he shall be liable as a trustee for the corporation and must account for the profits which otherwise would have accrued to the corporation.

Compensation Of Directors

Compensation of directors is referred in SEC. 30 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" with details as follows:

 

SEC. 30. Compensation of directors. - In the absence of any provision in the by-laws fixing their compensation, the directors shall not receive any compensation, as such directors, except for reasonable per diems: Provided, however, That any such compensation other than per diems may be granted to directors by the vote of the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholders' meeting. In no case shall the total yearly compensation of directors, as such directors, exceed ten (10%) percent of the net income before income tax of the corporation during the preceding year.

Vacancies In The Office Of Director Or Trustee

What if there will be vacancies in the office of director or trustee in a corporation?

 

SEC. 29 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" refers to the vacancies in the office of director or trustee with details as follows:

 

SEC. 29. Vacancies in the office of director or trustee. - Any vacancy occurring in the board of directors or trustees other than by removal by the stockholders or members or by expiration of term, may be filled by the vote of at least a majority of the remaining directors or trustees, if still constituting a quorum; otherwise, said vacancies must be filled by the stockholders in a regular or special meeting called for that purpose. A directors or trustee so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office.

 

Any directorship or trusteeship to be filled by reason of an increase in the number of directors or trustees shall be filled only by an election at a regular or at a special meeting of stockholders or members duly called for the purpose, or in the same meeting authorizing the increase of directors or trustees if so stated in the notice of the meeting.

Removal Of Directors Or Trustees

Removal of directors or trustees in a corporation is referred in SEC. 28 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" as follows:

 

SEC. 28. Removal of directors or trustees. - Any director or trustee of a corporation may be removed from office by a vote of the stockholders holding or representing at least two-thirds (2/3) of the outstanding capital stock, or if the corporation be a non-stock corporation, by a vote of at least two-thirds (2/3) of the members entitled to vote: Provided, That such removal shall take place either at regular meeting of the corporation or at a special meeting called for the purpose, and in either case, after previous notice to stockholders or members of the corporation of the intention to propose such removal of directors or trustees, or any of them, must be called by the secretary on order of the president or on the written demand of the stockholders representing or holding at least a majority of the outstanding capital stock, or, if it be a non-stock corporation, on the written demand of a majority of the members entitled to vote. Should the secretary fail or refuse to call the special meeting upon such demand or fail or refuse to give the notice, or if there is no secretary, the call for the meeting may be addressed directly to the stockholder or member of the corporation signing the demand. Notice of the time and place of such meeting, as well as of the intention to propose such removal, must be given by publication or by written notice as prescribed in this Code. The vacancy resulting from removal pursuant to this section may be filled by election at the same meeting without further notice, or at any regular or at any special meeting called for the purpose, after giving notice as prescribed in this Code. Removal may be with or without cause: Provided, That removal without cause may not be used to deprive minority stockholders or members of the right of  representation to which they may be entitled under Section 24 of this Code.

Disqualification Of Directors, Trustees or Officers

SEC. 27 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" refers to the disqualification of directors, trustees or officers as follows:

SEC. 27. Disqualification Of Directors, Trustees or Officers. - No person convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of this Code committed within five (5) years prior to the date of his election or appointment, shall qualify as a director, trustee or officer of any corporation.

Report Of Election Of Directors, Trustees And Officers

When is the submission of the names, nationalities and residences of the directors, trustees and officers elected to the Securities and Exchange Commission?

 

The reference is stated in SEC. 26 of Batas Pambansa Blg, 68 "The Corporation Code of the Philippines" with details as follows:

 

SEC. 26: Report of election of directors, trustees and officers. - Within thirty (30) days after the election of the directors, trustees and officers of the corporation, the secretary, or any other officer of the corporation, shall submit to the Securities and Exchange Commission, the names, nationalities and residences of the directors, trustees and officers elected. Should a director, trustee or officer die, resign or in any manner cease to hold office, his heirs in case of his death, the secretary, or any other officer of the corporation, or the director, trustee or officer himself, shall immediately report such fact to the Securities and Exchange Commission.

Availability of eBIRForms Package Version 5.1 To Update Version 5.0 and

Revenue Memorandum Circular (RMC) No. 58-2015 was recently issued to informed all Internal Revenue Officials, Employees and Others Concerned the Availability of Electronic Bureau of Internal Revenue Forms (eBIRForms) Package Version 5. 1

The new eBIRForms package has the following modifications:

1. BIR Form No. 1707-A (Annual Capital Gains Tax Return for Onerous Transfer of Shares of Stock Not Traded Through the Local Stock Exchange) is included in the package and thirty seven (37) returns are now available.

2. BIR Form Nos. 1601E, 1702-MX and 2000 were enhanced; and

3. Annual Income Tax Returns (BIR Form Nos. 1700, 1701, 1702-EX, 1702-MX & 1702-RT) can no be submitted online thru the eBIRForms System

The eBIRForms Package Version 5.1 is now available for update to the previous Version 5.0 of the Online eBIRForms System.

Click or copy paste to new tab of the following link: eBIRForms Package Version 5.1 to download the eBIRForms Package Version 5.1.

Alternative sites to obtain/download the Offline eBIRForms Package:

Websites: www.knowyourtaxes.ph; www.dof.gov.ph
Direct link: http://ftp.pregi.net/bir/ebirforms_package_v5.1.zip


eBIRForms Package Version 5.0 may still be used for filing all other BIR forms not mentioned in the modifications stated in A. B. & C.


Please refer http://www.bir.gov.ph/images/bir_files/internal_communications_2/RMC%20No%2058-2015.pdf of the full text of RMC No. 58-2015.

 

The bureau just recently updated the eBIRForms Package from v6.1 to v6.2 (New version)

To download the Offline eBIRForms Package v6.2, just click the following link:

http://ftp.pregi.net/bir/ebirforms_package_v6.2.zip

Alternative sites to obtain/download the Offline eBIRForms Package:

Websites: www.knowyourtaxes.ph; www.dof.gov.ph

Direct link: http://ftp.pregi.net/bir/ebirforms_package_v6.2.zip

Corporate Officers; Qurom

Who are the Corporate officers and the definition of quorum in a corporation?

 

SEC. 25 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" refers to the Corporate officers; quorum with details as follows:

 

SEC. 25. Corporate officers; quorum. - Immediately after their election, the directors of a corporation must formally organize by the election of a president, who shall be a director, a treasurer who may or may not be a director, a secretary who shall be a resident and citizen of the Philippines, and such other officers as may be provided for in the by-laws. Any two (2) or more positions may be held concurrently by the same person, except that no one shall act as president and secretary or as president and treasurer at the same time.

 

The directors or trustees and officers to be elected shall perform the duties enjoined on them by law and by the by-laws of the corporation. Unless the articles of incorporation or the by-laws provide for a greater majority, a majority of the number of directors or trustees as fixed in the articles of incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors or trustees present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the board.

 

Directors or trustees cannot attend or vote by proxy at board meetings.

Election Of Directors Or Trustees

SEC. 24 of Batas Pambansa Blg. 68  "The Corporation Code of the Philippines" refers to the Election of directors or trustees with details as follows:

 

SEC. 24. Election of directors or trustees. - At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. The election must be by ballot if requested by any voting stockholder or member.

 

In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholder may vote such as number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, That the total number of votes cast by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted. Unless otherwise provided in the articles of incorporation or in the by-laws, members of corporations which have no capital stock may cast as many votes as there are trustees to be elected but may not cast more that one vote for one candidate.

 

Candidates receiving the highest number of votes shall be declared elected. Any meeting of the stockholders or members called for an election may adjourn from day to day or form time to time but not sine die or indefinitely if, for any reason, no election is held, or if there are not present or represented by proxy, at the meeting, the owners of a majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote.

The Board Of Directors Or Trustees

Who are the board of directors or trustees in a corporation?

SEC. 23 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" would be the reference with regards to the board of directors or trustees as follows:

SEC. 23. The board of directors or trustees.  Unless otherwise provided in this Code, the corporate powers of all corporation formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock, from among the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified.

Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, which shall stand in his name on the books of the corporation. Any directors who ceases to be owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof. A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines.