CORPORATION CODE COOPERATIVE CODE
ATTRIBUTES
Rulecodal provision Rulecodal provision
Creation not more than 1510 At least 1510
Filipino citizenship;
Legal age;
Any person, natural or juridical;
Common bond of
If natural person: of legal age;
Qualifications of organizers interest;
In stock corporations: Owner or
Actual residence or
subscriber of at least one stock10
work in the intended
area of operation10
15,000.0014;
Minimum paid-up None12 except multipurpose:
P100,000SEC. 3, RULE 3, IRR
25% of the authorized
Minimum subscription None13
capital stock14
Minimum/maximum par value Not less than P100 but
None6
of shares not more than P1,00076
Must contain:
Corporation, Corp., Cooperative,
Name
Incorporated, Inc.SEC MC 13, s. 2019 Kooperatiba,
Cooperativa
For a period not
Term Perpetual11 exceeding 50 years,
extendible10
At the same time as the articles
of incorporation; OR At the same time as the
Filing of by-laws
articles of cooperation15
Any time after incorporation45
CORPORATION CODE COOPERATIVE CODE
ATTRIBUTES
Rulecodal provision Rulecodal provision
Amendment of articles of Majority of board and 2/3 of ALL 2/3 of ALL voting
incorporation/cooperation stockholders/members15 members16
Majority of board and majority
2/3 of ALL voting
Amendment of bylaws of stockholders/members in a
members16
meeting47
¾ of all voting
Majority of board and 2/3 of ALL
Merger and consolidation members, present and
stockholders/members76
constituting a quorum21
CORPORATION CODE COOPERATIVE CODE
ATTRIBUTES
Rulecodal provision Rulecodal provision
Any member or a non-
member appointed by
any financing institution
from which the
Ownership/Membership of Must own at least one share or cooperative received
directors be a member22 financial assistance
solely to provide
technical knowledge
not available within its
membership39
Stock: not more than 1513
Non-stock: may or may not be
more than 1591 Not less than 5 but not
Composition of the Board
Non-stock educational: not less more than 1537
than 5 but not more than 15; in
multiples of 5106
President (must be a director);
Treasurer (must be a resident);
Secretary (must be a resident
Chairperson;
Filipino citizen);
Vice-chairperson;
Officers Compliance Officer (for
Other officers provided
corporations vested with public
in bylaws42
interest);
Other officers provided in
bylaws24
Stock: 1 year22
Terms of Directors/Trustees Non-stock: 3 years91 2 years37
Non-stock educational106
Bylaws;
Bylaws; Reasonable per diems,
Reasonable per diems, except it except when the
cannot exceed 10% of net cooperative reported a
income before income tax during net loss in the prior year
the prior year; or had a dividend rate
Stockholders representing at less than the official
Compensation of directors
least a majority of the inflation rate in the
outstanding capital stock or same year; no
majority of the members may additional
grant compensation and approve compensation other
29
the amount at any meeting than per diems shall be
paid during the first
year12
CORPORATION CODE COOPERATIVE CODE
ATTRIBUTES
Rulecodal provision Rulecodal provision
No fixed date of regular
Any date within 90 days
meeting of 49
Any date after April 15 after close of each fiscal
stockholders/members/general
year34
assembly
CDA, upon a petition of
Board’s failure to call a SEC, upon petition of a
10% of all the voting
meeting stockholder/member49
members34
25% of voting members;
except cooperative
Quorum in Majority of
banks (majority) and
stockholders/members/general stockholders/members, unless
electric cooperatives
assembly meetings provided in the bylaws or RCC51
(5% or provided in
bylaws)35
Voting by proxy Stockholders/members are Allowed in cooperatives
(stockholders/members) allowed57 other than primary36
Any time by chairperson
Any time by president or as
Calling a special board meeting or a majority of the
provided in bylaws52
board members40
Prior written notice on special Two (2) days or as provided in
One week40
board meetings bylaws53
CORPORATION CODE COOPERATIVE CODE
ATTRIBUTES
Rulecodal provision Rulecodal provision
¾ of all voting
Ratification of dealings of
2/3 of stockholders/members in members, present and
directors, officers, or
a meeting31 constituting a quorum
committee members
in a meeting47
¾ of all voting
Ratification of disloyalty of members, present and
2/3 of ALL stockholders33
directors constituting a quorum
in a meeting48
¾ of all voting
2/3 of ALL members, present and
Removal of directors
stockholders/members27 constituting a quorum
in a meeting50
Filling up of vacancy caused by Stockholders/members in a
General assembly41
expiration of term meeting28
Majority vote of
Filling up of vacancy caused by Stockholders/members in a
remaining directors41 by
removal meeting28 implication
CORPORATION CODE COOPERATIVE CODE
ATTRIBUTES
Rulecodal provision Rulecodal provision
¾ of all voting
Majority of board and majority
Voluntary dissolution where no members, present and
of stockholders/members in a
creditors are affected constituting a quorum
meeting134
in a meeting64
SEC:
Non-use of corporate charter;
Continuous inoperation of a
corporation; Competent court:
Upon receipt of a lawful court Violation of any law,
order dissolving the corporation; regulation, or provisions
Upon finding by final judgment of its by laws
that the corporation procured its Insolvency
incorporation through fraud;
Upon finding by final judgment CDA:
that the corporation: (1) was Having obtained its
created for the purposes of registration by fraud
committing, concealing, or aiding Existing for an illegal
the commission of securities purpose
Grounds for involuntary
violations, smuggling, tax Willful violation, despite
dissolution
evasion, money laundering, or notice by CDA, of the
graft and corrupt practices, (2) provisions of
committed or aided in the Cooperative Code or its
commission of securities bylaws
violations, smuggling, tax Willful failure to
evasion, money laundering, or operate on a
graft and corrupt practices, and cooperative basis
its stockholders knew, and (3) Failure to meet the
repeatedly and knowingly required minimum
tolerated the commission of number of members in
graft and corrupt practices or the cooperative67
other fraudulent or illegal acts by
its directors, trustees, officers, or
employees138
Does not formally organize and
commence its business within 5
Has not commenced
years from date of incorporation
business within 2 years
(deemed revoked as of the day
from issuance of
following the end of 5-year
certificate; has not
Dissolution/revocation by period);
carried on its business
failure to organize and operate Has commenced business but
for 2 consecutive years
subsequently becomes
(deemed dissolved as
inoperative for a period of at
its failure to provide
least 5 consecutive years (ground
justifiable reason)68
for placing corporation under
delinquent status)21
Distribution of asset to
Shall be escheated in favor of the Shall be given to the
unknown 139
national government federation or union to
creditor/stockholder/member
which the cooperative is
affiliated with69
CORPORATION CODE COOPERATIVE CODE
ATTRIBUTES
Rulecodal provision Rulecodal provision
CANNOT BE DELEGATED
BY THE GENERAL
ASSEMBLY TO THE
SMALLER BODY:
To determine and
approve amendments
CANNOT BE DELEGATED BY THE to the articles of
BOARD TO THE EXECUTIVE cooperation and
COMMITTEE: bylaws;
Approval of any action for which To elect or appoint the
shareholders’ approval is also members of the board
required; of directors, and to
The filing of vacancies in the remove them for cause.
board; However, in the case of
Non-delegable powers
Amendment or repeal of by-laws the electric
or the adoption of new by-laws; cooperatives registered
Amendment or repeal of any under this Code,
resolution of the board which by election of the
its express terms is not so members of the board
amendable or repealable; and shall be held in
Distribution of cash dividends to accordance with its
34
the shareholders bylaws or election
guideline of such
electric cooperative;
and
To approve
developmental plans of
the cooperative33
SIMILARITIES: Ruleprovision in Revised Corporation Code, provision in Cooperative Code
Minimum capital stock: none12, by implication
Acquisition of juridical personality: issuance of certificate of
incorporation/cooperation18, 16
SIMILARITIES: Ruleprovision in Revised Corporation Code, provision in Cooperative Code
Liability of directors, officers, and others30, 45
Validity of dealings of directors, officers, and others:
o Presence of such director in the board meeting wherein the contract
was approved was not necessary to constitute a quorum for such
meeting;
o Vote of such director was not necessary for the approval of the
contract;
o The contract is fair and reasonable under the circumstances; and
o In case of an officer/committee member, the contract has been
previously authorized by the general assembly (only in case of
cooperatives) or by the board of directors.31, 47
SIMILARITIES: Ruleprovision in Revised Corporation Code, provision in Cooperative Code
Creation of executive committee, appointment of members thereto, and
delegation of powers: created through by laws, appointment by the board,
and powers delegated by majority of the board34, 43
Prior written notice on special meetings of stockholders/members/general
assembly: one week49, 34
Waiver of notice of any meeting: express or implied49, 34
Holding of board meetings: monthly52, 40
Prohibition on directors voting by proxy52, 40
Procedure on voluntary dissolution134 and 135, 64 and 65
Liquidation: within 3 years after dissolution139, 69
