Dealings Of Directors, Trustees Or Officers With The Corporation

Dealings of directors, trustees or officers with the corporation is stated SEC. 32 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" refers to the dealings of directors, trustees or officers with the corporation as follows:

SEC. 32. Dealings of directors, trustees or officers with the corporation. - A contract of the corporation with one or more of its directors or trustees or officers is voidable, at the option of such corporation, unless all the following conditions are present:

1. That the presence of such director or trustee in the board meeting in which the contract was approved was not necessary to constitute a quorum for such meeting;

2. That the vote of such director or trustee was not necessary for the approval of the contract;

3. That the contract is fair and reasonable under the circumstances; and

4. That in the case of an officer, the contract has been previously authorized by the board of directors.

Where any of the first two conditions set forth in the preceding paragraph is absent, in the case of a contract with a director or trustee, such contract may be ratified by the vote of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock or of at least two thirds (2/3) of the members in a meeting called for the purpose: Provided, That full disclosure of the adverse interest of the directors or trustees involved is made at such meeting: Provided, however, That the contract is fair and reasonable under the circumstances.

Submission Of Inventory List And Other Reporting Requirements

Revenue Memorandum Circular No. 57-2015 was recently issued by the BIR with the purpose to consistently apply the data requirements across different sectors with the peculiarity of the industry where the taxpayers belong directing the volume of reporting.

 

With this, the additional reports or schedules to be submitted and filed with the annual inventory list shall cover companies maintaining inventory of stock-in-trade, raw material, goods in process, supplies and other goods such as manufacturing, wholesaling, distributing/retailing sectors including real estate dealers/developers, service companies, e.g., construction companies, building contractors, etc. It bears stressing that the data/information contained in the said schedules/lists should be reconciled with the amount declared in the financial statements and annual income tax returns. 

 

In Section 2 of the Circular, refers to the prescribed format and deadline for submission. All taxpayers with tangible asset-rich balance sheets, often with at least half of their total assets in working capital assets, e.g., accounts receivable and inventory, shall submit, in addition to the annual inventory list, schedules/lists prescribed herein, in hard and soft copies, using the format as shown in Annex "A" (for manufacturing / merchandising or retail company); Annexes "B" and "B-1" (for real estate company) and Annex "C" (for construction industry). Taxpayers not belonging to the above-described industries shall adopt the herein prescribed format that is applicable to their existing inventory.

 

The soft copies of the inventory list including other applicable schedules shall be stored/saved in Digital Versatile Disk-Recordable (VD-R) properly labeled and submitted, together with a notarized certification, as shown in Annex "D" hereof, duly signed by the authorized representative of the taxpayer certifying that the data/information contained in the DVD-R are true and correct.

 

For initial filing using the herein prescribed format, the schedules and inventory list shall be submitted on or before September 30, 2015 covering ending inventory as of December 31, 2014, and thereafter every 30th day following the close of the taxable year (depending on the accounting period adopted by the taxpayer) as enunciated under Section 13 of Revenue Regulations No. V-1, otherwise known as the Bookkeeping Regulations, which provides for the filing of an  annual inventory of stocks-in-trade, raw materials, goods in process, supplies and other goods not later than thirty (30) days following the close of the taxable year.

 

The inventory lists as well as other applicable schedules are to be submitted with the concerned Revenue District Office (RDO) where the non-large taxpayers are registered and with the Large Taxpayers Assistance Division (LTAD), Excise Large Taxpayers Regulatory Division (ELTRD), Large Taxpayers Division (LTD) Makati and Cebu, for taxpayers classified as large under the Large Taxpayers Service.

 

Please refer http://www.bir.gov.ph/images/bir_files/internal_communications_2/RMC%20No%2057-2015.pdf of the penalties and other concerns and full text of RMC No. 57-2015.

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.