The RCC’s major amendments are as follows:

1. It grants corporations perpetual terms, unless otherwise stated in its certificate of incorporation. It also grants perpetual existence to corporations incorporated prior to the effectivity of the
RCC, unless majority of its stockholders elects to retain its specific corporate term pursuant to its articles of incorporation.

2. It allows the revival of a corporation whose term has expired.

3. It allows the filing of the articles of incorporation and its amendments in electronic form.

4. It allows the voting by stockholders in absentia.

5. It provides that no corporate name shall be allowed if it is ’not distinguishable’ from that already reserved or registered for the use of another corporation, or if such name is already protected
by law. In the old code, the standard used was that the name should not be identical, or deceptively or confusingly similar.

6. It added a new section on one-person corporation.

7. It added more powers to the Securities and Exchange Commission (SEC) to prosecute and investigate offenses under the RCC. More importantly, it added offenses punishable with increased
fines (which could be as high as P5 million), such as (a) concealment by a director of his or her disqualification, (b) willful certification of incomplete, inaccurate, false or misleading statements, (c)
collusion by independent auditors, (d) violation of duty to keep records and allow their inspection, and (e) engaging in fraud, graft and corrupt practices. It also makes directors and officers of
corporations jointly and severally liable for such offenses under the RCC.

On good governance, it requires corporations vested with ’public interest’ to:

1. Have independent directors comprising at least 20 pecent (but not less than two) of the entire board;

2. Have its material contracts approved by at least 2/3 of the entire membership of the board, with at least a majority of the independent directors approving the same;

3. Have a compliance officer; and

4. Submit to the SEC a directors’ compensation report, directors’ appraisal or performance report.

Corporations vested with public interest include banks, public utilities, insurance companies, hospitals, educational institutions, those whose securities are registered with the SEC pursuant to the
Securities Regulations Code (SRC) and/or listed in the stock exchange, and public corporations (those with assets of at least P50 million and 200 or more shareholders, with at at least 100 shares
of a class of its equity shares).
Other notable amendments introduced by the RCC include the following:

• Removal of the general requirement that directors should at least be five individuals (thus, there can be less than five) and the requirement that majority must be residents of the Philippines.
Moreover, partnerships, associations and corporations are now allowed to become incorporators.

• Removal of the requirement that at least 25 percent of the authorized capital stock must be subscribed, and at least 25 percent of the subscribed shares must be paid-up.

• Empowering the SEC to remove a disqualified director or trustee motu proprio or upon verified complaint;

• Empowering the SEC (after a failure to constitute quorum in previous meetings and upon application by a member or stockholder) to summarily order the holding of a meeting for purposes of
conducting an election. In such meeting, a quorum is ’deemed’ constituted despite the absence of the majority of the members or stockholders.

• Empowering the SEC to issue orders of inspection of corporate records after summary proceedings, if a member or stockholder is denied access to such records;

• Expressly prohibiting execution of voting trust agreements which may circumvent laws against anti-competitive agreements, abuse of dominant position, and anti-competitive mergers and
acquisitions;

• Expanding the grounds for dissolution to include the following: a finding (by final judgment) of fraud; a finding that the corporation was used to commit, conceal or aid commission of crime,
smuggling, tax evasion, money laundering, graft and corrupt practices, and/or violate the SRC; commission of fraudulent and illegal acts and/or repeated and willful misstatement of facts by
directors, trustees, officers, or employees; and

• Allowing financial statements of corporations with paid-up capital of less than P600,000 to be certified only by the President and treasurer, and not audited by an independent CPA.