Revised Corporation Code · Title II: Incorporation and Organization of Private Corporations

Section 16

Grounds When Articles of Incorporation or Amendment May be Disapproved

The Commission may disapprove the articles of incorporation or any amendment thereto if the same is not compliant with the requirements of this Code: Provided, That the Commission shall give the incorporators, directors, trustees, or officers a reasonable time from receipt of the disapproval within which to modify the objectionable portions of the articles or amendment. The following are grounds for such disapproval:

(a) The articles of incorporation or any amendment thereto is not substantially in accordance with the form prescribed herein;

(b) The purpose or purposes of the corporation are patently unconstitutional, illegal, immoral or contrary to government rules and regulations;

(c) The certification concerning the amount of capital stock subscribed and/or paid is false; and

(d) The required percentage of Filipino ownership of the capital stock under existing laws or the Constitution has not been complied with.

No articles of incorporation or amendment to articles of incorporation of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, NSSLAs, pawnshops, and other financial intermediaries shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such articles or amendment is in accordance with law.

Text of Republic Act No. 11232 (approved February 20, 2019), which repealed Batas Pambansa Blg. 68, the 1980 Corporation Code.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.