Effect of the Corporation Code to Filipino Businessmen

Effect of the Corporation Code to Filipino Businessmen

The Corporation Code of the Philippines, or the Batas Pambansa Bilang 68, is a law that regulates the stock and non-stock corporations operating in the country. It is divided into 16 titles and 149 sections and details everything from the different kinds of corporations in the Philippines to the specific requirements of starting one.

Overview of the Corporation Code

Effective since May 1, 1980, the Corporation Code of the Philippines is the backbone of the country’s corporate industry. Aside from defining corporate jargon, it also lays out rules in various aspects of the field. This includes incorporation, distribution of shares, and corporation management.

Basically, the Corporation Code is the rulebook with which all corporations in the Philippines need to abide. For instance, Section 10 of the Corporation Code explicitly defines the circumstances in which a private corporation may be created. Meanwhile, Section 23 states that all corporations formed under the Code must have boards of directors or trustees.

You can read the Corporation Code of the Philippines in its entirety here.

Attempts to revise the Corporation Code

It’s been 38 years since the Corporation Code was approved and enacted. Although most of its provisions are still considered “good law,” some parts of the Code need to be updated to reflect the changing times. As a result, numerous motions have been made to amend the Corporation Code.

The latest proposal for amendment is Senate Bill No. 1280, also known as An Act Amending Batas Pambansa Bilang 68. Authored and sponsored by Senate Minority leader Franklin Drilon and co-sponsored by Senate Majority Leader Juan Miguel Zubiri, Senate Bill No. 1280 aims to improve the business environment in the Philippines.

On August 7, 2018, Senate Bill No. 1280 was approved by the Senate on its third and final reading. If the House of Representatives approves the amendment without conflict, a final version of the bill will be sent to the Office of the President, either to be signed or vetoed.

How will the amendment affect Filipino businessmen and women?


If signed into law by the President, Senate Bill No. 1280 will make the Philippines more business and investor-friendly to both Filipino and foreign entrepreneurs. Significant changes include:

  • Perpetual lifespan – Once the bill becomes law, a corporation would have a perpetual lifespan, rather than expiring after 50 years. With a perpetual lifespan as the default option, incorporators may no longer need to worry about renewing their corporate term.
  • Change in required number of incorporators and stockholders – Thanks to Senate Bill No. 1280, businessmen will be able to create “one-person corporations.” This provision will discourage the practice of having relatives or hired help sign as incorporators.
  • Technological advances – Senate Bill No. 1280 will introduce a number of technological improvements, such as the creation of an electronic filing system for reportorial requirements. Stockholders and directors will also be able to vote “in absentia” through the use of remote communication in case they can’t physically make it to corporate meetings.

Most importantly, the proposed amendments will encourage more Filipino businessmen and women to further bolster the country’s micro, small, and medium-sized enterprises (MSME.)

If you’re thinking of starting a business in the Philippines and you want to learn more about the Corporation Code, contact FilePino today at +1.806.553.6552 (USA) or +63.917.8922337 (Philippines). You may also send your inquiries here.