Legalese 2009 (Week 35)


by-laws – rules adopted by a corporation for its internal government (see Corporation Code of the Philippines Annotated, p. 441 [2006]).


Sec. 46. Adoption of by-laws. – Every corporation formed under this Code must, within one (1) month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission, adopt a code of by-laws for its government not inconsistent with this Code. For the adoption of by-laws by the corporation the affirmative vote of the stockholders representing at least a majority of the outstanding capital stock, or of at least a majority of the members in case of non-stock corporations, shall be necessary. The by-laws shall be signed by the stockholders or members voting for them and shall be kept in the principal office of the corporation, subject to the inspection of the stockholders or members during office hours. A copy thereof, duly certified to by a majority of the directors or trustees countersigned by the secretary of the corporation, shall be filed with the Securities and Exchange Commission which shall be attached to the original articles of incorporation. . . (Corporation Code)


A corporation may provide in its by-laws for: (1) the time, place and manner of calling and conducting regular or special meetings of the directors or trustees; (2) the time and manner of calling and conducting regular or special meetings of the stockholders or members; (3) the required quorum in meetings of stockholders or members and the manner of voting therein; (4) the form for proxies of stockholders and members and the manner of voting them; (5) the qualifications, duties and compensation of directors or trustees, officers and employees; (6) the time for holding the annual election of directors of trustees and the mode or manner of giving notice thereof; (7) the manner of election or appointment and the term of office of all officers other than directors or trustees; (8) the penalties for violation of the by-laws; (9) in the case of stock corporations, the manner of issuing stock certificates; and (10) such other matters as may be necessary for the proper or convenient transaction of its corporate business and affairs. (Corporation Code, sec. 47)


X Corporation failed to adopt by-laws within the one month period prescribed by the Corporation Code. Does that result in the automatic dissolution of Company X?