Corporate By-Laws (Philippines)
BY-LAWS
OF
[Corporate Name]
Adopted pursuant to the Revised Corporation Code of the Philippines (RA 11232)
Adopted on: [Date]
Principal Office: [Principal Office]
Corporation Type: [Corporation Type]
ARTICLE I — OFFICES
Section 1. Principal Office. The principal office of the Corporation shall be located at [Principal Office], Philippines. The Corporation may establish branch offices or other places of business in other parts of the Philippines as the Board may determine.
ARTICLE II — STOCKHOLDERS/MEMBERS MEETINGS
Section 1. Annual Meeting. The regular annual meeting of the stockholders/members of the Corporation shall be held on [Annual Meeting Date], at [Meeting Location], for the purpose of electing directors/trustees and transacting such other business as may properly come before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders/members may be called at any time by the President, by a majority of the Board of Directors/Trustees, or by stockholders/members representing at least twenty percent (20%) of the outstanding capital stock or membership, as the case may be.
Section 3. Notice. [Notice Period] before the meeting, written notice of the time, place, and purpose of the meeting shall be sent to each stockholder/member of record.
Section 4. Quorum. [Quorum] shall constitute a quorum for the transaction of business at any meeting of the stockholders/members, unless otherwise provided by law.
ARTICLE III — BOARD OF DIRECTORS/TRUSTEES
Section 1. Composition. The Board of Directors/Trustees shall consist of [Number of Directors]. Each director must own at least one (1) share of the capital stock of the Corporation (for stock corporations), be of legal age, and a majority must be residents of the Philippines.
Section 2. Term. Directors/Trustees shall serve for [Director Term].
Section 3. Regular Meetings. Regular meetings of the Board shall be held [Board Meeting Schedule], without need of notice.
Section 4. Quorum. [Board Quorum] shall constitute a quorum for the transaction of corporate business at any regular or special meeting of the Board.
Section 5. Vacancies. Any vacancy in the Board, other than by removal or by expiration of term, may be filled by the vote of at least a majority of the remaining directors/trustees, if still constituting a quorum, otherwise the vacancy must be filled by the stockholders/members in a special meeting called for that purpose.
ARTICLE IV — OFFICERS
Section 1. Enumeration. The officers of the Corporation shall be: (a) President; (b) Corporate Secretary; (c) Treasurer; and (d) such other officers as the Board may appoint.
Section 2. Election and Term. The officers shall be elected annually by the Board of Directors/Trustees at its organizational meeting following the annual stockholders'/members' meeting. Officers shall hold office for [Officer Term].
Section 3. President. The President shall be elected from among the members of the Board of Directors/Trustees. The President (currently: [President Name]) shall be the chief executive officer of the Corporation, shall preside at all meetings, and shall sign all instruments requiring the corporate seal.
Section 4. Corporate Secretary. The Corporate Secretary (currently: [Secretary Name]) must be a citizen and resident of the Philippines, shall keep the corporate records and the corporate seal, give notice of all meetings, and perform all duties incident to the office. The Corporate Secretary shall keep the Stock and Transfer Book (for stock corporations).
Section 5. Treasurer. The Treasurer (currently: [Treasurer Name]) shall be a resident of the Philippines, shall have custody of all corporate funds and securities, shall keep full accounts of receipts and disbursements, shall deposit all moneys in the name of the Corporation, and shall render to the Board a full financial report at every regular meeting.
ARTICLE V — FISCAL YEAR AND DIVIDENDS
Section 1. Fiscal Year. The fiscal year of the Corporation shall end on [Fiscal Year End].
Section 2. Dividends. [Dividend Policy]
ARTICLE VI — AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote of the stockholders/members representing at least a majority of the outstanding capital stock or membership, as the case may be, at a regular or special meeting duly called for such purpose. The SEC must be notified of any amendments within 30 days of adoption (RA 11232, Section 47).
IN WITNESS WHEREOF, we, the undersigned directors/trustees and officers of [Corporate Name], have caused these By-Laws to be adopted this [Date] at [Principal Office], Philippines.
CERTIFICATION: I, [Secretary Name], Corporate Secretary of [Corporate Name], hereby certify that the foregoing By-Laws represent a true and faithful reproduction of the By-Laws duly adopted by the Board of Directors/Trustees on [Date], and that the same are in full force and effect.
President
________________
Signature
Corporate Secretary
________________
Signature
Treasurer
________________
Signature
What Is a Corporate By-Laws (Philippines)?
A Corporate By-Laws (Philippines) in Philippines corporate By-Laws in the Philippines are the internal rules and regulations governing the day-to-day management, administration, and operations of a corporation. They are secondary only to the Articles of Incorporation and to applicable law — including the Revised Corporation Code (Republic Act 11232) and the Securities and Exchange Commission (SEC) circulars. Under RA 11232, Section 45, every corporation incorporated under the Code must, within 30 days from the issuance of its Certificate of Incorporation, adopt corporate by-laws and file the same with the SEC.
The By-Laws must not be contrary to the Articles of Incorporation, to RA 11232, or to applicable law. Under RA 11232, Section 46, the by-laws must contain provisions on the time, place, and manner of calling and conducting regular and special stockholder meetings; the required quorum for stockholder meetings; the procedure for election of directors, their qualifications, compensation, and term of office; powers and duties of the Board of Directors; the manner of adoption of amendments; and other provisions for the regulation of corporate affairs.
Philippine courts have recognized that corporate by-laws constitute a binding contract between the corporation and its stockholders, among the stockholders inter se, and between the corporation and third parties who have notice of them. In Gokongwei Jr. v. Securities and Exchange Commission (G.R. No. L-45911, April 11, 1979), the Supreme Court upheld by-law provisions disqualifying a stockholder-competitor from serving as director — recognizing the corporation's right to protect itself through by-laws within the limits of law.
For publicly listed corporations, the SEC Corporate Governance Code (SEC Memorandum Circular No. 19, series of 2016) requires additional by-laws provisions on independent directors, related party transactions, whistle-blower policies, and board diversity. For microfinance-oriented non-stock corporations and cooperatives, additional DOLE and CDA (Cooperative Development Authority) regulations apply.
The legal framework governing the Corporate By-Laws (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Corporate By-Laws (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Corporate By-Laws (Philippines)?
Corporate By-Laws Philippines are needed at incorporation and whenever internal governance rules need to be formally established or amended.
Initial SEC registration: Every stock corporation incorporated with the SEC must file its By-Laws within 30 days of receiving its Certificate of Incorporation under RA 11232 Section 45. Failure to file By-Laws within this period results in the SEC issuing a show cause order and may lead to administrative sanctions.
Investment and financing: Banks (BDO, BPI, Metrobank), private equity firms, and venture capital investors require certified copies of the corporate By-Laws as part of their due diligence — to understand the corporation's governance structure, directors' authority limits, and quorum and voting requirements before extending credit or making equity investments.
Government contracts and procurement: Government agencies and Government-Owned and Controlled Corporations (GOCCs) require bidders and contractors to submit certified copies of By-Laws as part of the eligibility documents under the Government Procurement Reform Act (RA 9184) — to verify the bidder's legal existence and governance.
Amendment for governance reform: Corporations undergoing governance restructuring — adding independent directors, revising officer compensation policies, or implementing RA 11232's special stockholder rights — amend their By-Laws through a stockholder vote and file the amended By-Laws with the SEC.
Disputeresolution: In corporate disputes litigated before the SEC (under RA 11232 Section 181, which grants the SEC jurisdiction over intra-corporate controversies) or the Regional Trial Court (RTC) designated as a commercial court, the corporation's By-Laws are the primary reference for determining the validity of board actions, election procedures, and removal of directors.
Parties in Philippines should prepare a Corporate By-Laws (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Corporate By-Laws (Philippines)
Valid Philippines Corporate By-Laws under RA 11232 must include the following essential provisions.
Principal Office: Address of the corporation's principal office and authority to establish branch offices.
Stockholders' Meetings: Date, time, and place of the annual stockholders' meeting (ASM); procedures for calling special stockholders' meetings; quorum requirements (majority of outstanding capital stock, unless RA 11232 requires a higher threshold); and voting rights (one vote per share for stock corporations, unless cumulative voting applies for director elections).
Board of Directors: Number of directors (within the 2–15 range for stock corporations); qualifications (including the RA 11232 requirement that directors own at least one share in their name); term of office (one year until successors are elected); procedures for filling vacancies; and compensation.
Officers: Corporate officers required by RA 11232 — President (must be a director), Corporate Secretary (must be a resident and citizen of the Philippines), Treasurer (must be a resident of the Philippines), and Compliance Officer (for publicly listed corporations). Duties, qualifications, and compensation of each officer.
Dividends: Procedures and authority for declaring dividends — cash, stock, or property dividends — subject to RA 11232 Section 42 (unrestricted retained earnings requirement) and SEC rules.
Amendment of By-Laws: Procedure for amending the By-Laws — typically requires a majority vote of the Board of Directors and a majority vote of the outstanding capital stock at a stockholders' meeting, followed by SEC filing.
Indemnification of Directors and Officers: Provisions for indemnifying directors, trustees, and officers for expenses, judgments, and settlements arising from litigation — within the limits of RA 11232 Section 30.
Corporate Seal: Description and custody of the corporate seal.
Additional compliance elements for a Corporate By-Laws (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation. For Philippine stock corporations registered with the Securities and Exchange Commission (SEC) under the Revised Corporation Code (RA 11232), well-drafted corporate By-Laws are the operational blueprint for corporate governance — defining how decisions are made, how meetings are conducted, and how directors and officers exercise their authority. The forms-legal.com Corporate By-Laws template provides a Philippines-compliant framework for RA 11232 corporate governance.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Corporate By-Laws (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/corporate/by-laws-corporation-philippines
"Corporate By-Laws (Philippines) (Philippines)." Forms Legal, 2026, https://forms-legal.com/philippines/business/corporate/by-laws-corporation-philippines.
@misc{formslegal-by-laws-corporation-philippines,
author = {{Forms Legal}},
title = {Corporate By-Laws (Philippines) (Philippines)},
year = {2026},
howpublished = {\url{https://forms-legal.com/philippines/business/corporate/by-laws-corporation-philippines}},
note = {Free legal document template. Based on Revised Corporation Code (RA 11232, 2019)}
}Frequently Asked Questions
Under the Revised Corporation Code (Republic Act 11232), Section 45, a corporation must adopt its by-laws and file them with the SEC within 30 days from the date of issuance of its Certificate of Incorporation. The by-laws must be signed by all the incorporators and certified by the majority of the directors or trustees and the Corporate Secretary. If the corporation fails to adopt and file its by-laws within the 30-day period, the SEC will issue an Order to Show Cause why the corporation should not be penalized or its certificate revoked. RA 11232 also allows corporations to file their Articles of Incorporation and By-Laws simultaneously at the time of incorporation — this combined filing approach through the eSPARC system is now the standard practice for most new incorporations, as it simplifies and expedites the SEC registration process.
No. Corporate by-laws in the Philippines cannot override or contradict the provisions of the Revised Corporation Code (RA 11232), the Securities Regulation Code (RA 8799), or other applicable Philippine laws and SEC regulations. By-laws are subordinate to both the Articles of Incorporation and to law. Under RA 11232, Section 46, by-laws must not be contrary to any existing law. Any by-law provision that conflicts with RA 11232 — such as attempting to restrict stockholder voting rights beyond what the Code permits, or establishing term limits for directors in ways not sanctioned by law — is void and unenforceable. The SEC has authority to reject by-law provisions it determines to be contrary to law or to good morals, and the Supreme Court has consistently struck down by-law provisions that contradict mandatory provisions of Philippine corporate law or infringe on stockholders' statutory rights.
A Corporate By-Laws (Philippines) does not legally require a lawyer in Philippines, and individuals and businesses may draft and execute the document independently. The Revised Corporation Code (RA 11232, 2019) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Philippines lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of the Philippines has jurisdiction over disputes arising from this type of document, and Securities and Exchange Commission (SEC Philippines) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
Under Section 49 of the Revised Corporation Code (RA 11232), the quorum for stockholder meetings of a Philippine stock corporation is a majority of the outstanding capital stock, unless the by-laws provide for a different quorum. For non-stock corporations, the quorum is a majority of the members entitled to vote. Philippine corporate by-laws typically specify the quorum requirement for both annual stockholder meetings (ASM) and special stockholder meetings (SSM). The Bangko Sentral ng Pilipinas (BSP) Manual of Regulations for Banks (MORB) imposes additional quorum requirements for BSP-supervised financial institutions. For certain extraordinary transactions requiring supermajority approval under RA 11232 — including amendment of the Articles of Incorporation, extension or shortening of corporate term, increase or decrease of capital stock, incurring or increasing bonded indebtedness, and sale or other disposition of substantially all corporate assets — two-thirds (2/3) of the outstanding capital stock must vote in favor. This supermajority threshold applies regardless of what the by-laws state, as it is a mandatory provision of RA 11232. For publicly listed corporations subject to the Securities Regulation Code (RA 8799) and SEC Memorandum Circular No. 19 (2016), proxy voting rules and the right of stockholders to vote remotely or through electronic means must be addressed in the by-laws. The SEC's eSPARC system processes by-laws filings and amendments for corporations registered with the Securities and Exchange Commission Philippines.
Amending corporate by-laws in the Philippines requires compliance with Section 47 of the Revised Corporation Code (RA 11232). The standard procedure requires a majority vote of the Board of Directors and ratification by a majority of the outstanding capital stock or members in a stockholders' or members' meeting called for that purpose. Once approved, the amended by-laws must be filed with the Securities and Exchange Commission (SEC) through the OneSEC electronic filing portal, together with a certified copy of the resolution of the stockholders or members approving the amendment and the Secretary's Certificate. The SEC reviews the amendment for compliance with RA 11232 and applicable SEC Memorandum Circulars before approving the amended by-laws. For publicly listed corporations covered by the SEC Code of Corporate Governance (SEC Memorandum Circular No. 19, series of 2016), amendments to by-laws provisions on board composition, independent directors, related party transactions, or whistle-blower policies may trigger additional disclosure obligations under the Securities Regulation Code (RA 8799). Philippine corporations should review and update their by-laws whenever RA 11232 amendments or new SEC Memorandum Circulars impose new governance requirements, such as the remote participation provisions introduced by RA 11232 for board and stockholder meetings. The forms-legal.com Corporate By-Laws template reflects current RA 11232 requirements.
In the Philippines, the Articles of Incorporation and the corporate by-laws are two separate documents that serve different functions under the Revised Corporation Code (RA 11232). The Articles of Incorporation are the corporation's charter — they create the corporation's legal existence and set out its fundamental attributes: corporate name, primary and secondary purposes, principal office, term, names of incorporators and directors, authorized capital stock, and subscription details. They are filed with the SEC at the moment of incorporation. The by-laws, by contrast, govern the internal management and day-to-day operation of the corporation — how stockholder and board meetings are called and conducted, quorum and voting requirements, the powers and duties of directors and officers, dividend procedures, and how the by-laws themselves may be amended. In the hierarchy of corporate rules, the by-laws are subordinate to both the Articles of Incorporation and to law: any by-law provision that conflicts with the Articles or with RA 11232 is void. Under Section 45, both documents may now be filed simultaneously at incorporation through the SEC's eSPARC system.
Under Section 46 of the Revised Corporation Code (RA 11232), Philippine corporate by-laws must contain provisions covering the corporation's internal governance. These include: the time, place, and manner of calling and conducting regular and special stockholder or member meetings; the required quorum for stockholder meetings; the procedure for the election of directors or trustees, together with their qualifications, compensation, and term of office; the powers and duties of the Board of Directors or trustees; the qualifications, duties, and compensation of corporate officers — at minimum a President (who must be a director), a Treasurer (a Philippine resident), and a Corporate Secretary (a Filipino citizen and resident); the procedure for amending the by-laws; the manner of issuing stock certificates; and other provisions for the proper regulation of corporate affairs. The by-laws must not be contrary to the Articles of Incorporation, to RA 11232, or to any other law. For publicly listed corporations, SEC Memorandum Circular No. 19 (series of 2016) requires additional provisions on independent directors, related party transactions, and whistle-blower policies. The forms-legal.com Corporate By-Laws template structures these mandatory provisions in the order expected by the SEC.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Articles of Incorporation (Philippines)
Articles of Incorporation for a stock corporation in the Philippines, filed with the Securities and Exchange Commission (SEC) under the Revised Corporation Code (RA 11232). Covers corporate name, primary purpose, principal office, authorized capital stock, par value, incorporators, and first directors.
Board Resolution (Philippines)
A Board Resolution for a Philippines corporation formalizing decisions of the Board of Directors on corporate matters — including bank account opening, loan authorization, property transactions, officer appointments, and contract execution. Certified by the Corporate Secretary under the Revised Corporation Code (RA 11232).
Secretary's Certificate (Philippines)
A Secretary's Certificate for a Philippines corporation, certifying that a Board Resolution was duly adopted at a properly convened board meeting with quorum. Required by Philippine banks, the SEC, Register of Deeds, and counterparties as proof that a corporate officer's authority is genuine and currently in effect under RA 11232.