Revised Corporation Code · Title XII: Close Corporations

Section 100

When a Board Meeting is Unnecessary or Improperly Held

Unless the bylaws provide otherwise, any action taken by the directors of a close corporation without a meeting called properly and with due notice shall nevertheless be deemed valid if:

(a) Before or after such action is taken, a written consent thereto is signed by all the directors; or

(b) All the stockholders have actual or implied knowledge of the action and make no prompt objection in writing; or

(c) The directors are accustomed to take informal action with the express or implied acquiescence of all the stockholders; or

(d) All the directors have express or implied knowledge of the action in question and none of them makes a prompt objection in writing.

An action within the corporate powers taken at a meeting held without proper call or notice is deemed ratified by a director who failed to attend, unless after having knowledge thereof, the director promptly files his written objection with the secretary of the corporation.

Text of Republic Act No. 11232 (approved February 20, 2019), which repealed Batas Pambansa Blg. 68, the 1980 Corporation Code. Shown as enacted; check SEC issuances for implementing rules. For information and research only, and not legal advice.