Matrix on Corporate Powers (updated as of Revised Corporation Code) as of 2019 PDF

Preview

Summary

MATRIX ON CORPORATE POWERS (UPDATED AS OF REVISED CORPORATION CODE) BY NBV 1Powers ExercisedRCCVote Required from the Board of Trustees/DirectorsVote Required from the Stockholders/MembersRight of Holders of Non-Voting Shares to VoteAvailability of Appraisal RightExtend or shorten corporate term 36 ...

Description

RCC

Powers Exercised

Extend or shorten corporate term36 Retention of the current corporate term11

Vote Required from the Board of Trustees/Directors

Vote Required from the Stockholders/Members

Majority

2/3

NONE

Majority

Right of Holders of Non-Voting Shares to Vote Yes, by implication6 No

Availability of Appraisal Right Yes36, 80 Yes11 Yes, if it changes or restricts the right of shareholders or shares, or authorizes preferences superior to outstanding shares80 No, but any stockholder may withdraw for any reason and compel the close corporation to purchase shares held at fair value104

Amendment of articles of incorporation of ordinary corporations15

Majority

2/3

Yes6

Amendment of articles of incorporation of close corporations seeking to delete or remove any provision required under the RCC or to reduce a quorum or voting requirement stated in the articles of incorporation102

NONE

2/3 (or greater if provided in the articles of incorporation)

Yes102

Majority

2/3 (none required in case of nonstock corporations where members have no voting rights)

Yes6

Yes39, 80

Majority

2/3

Yes6

Yes41, 80

Majority

2/3

Yes6

Yes76, 80

Majority

2/3

Yes6

No

Majority

2/3

Yes6

No

Majority

MajorityOLD: 2/3

Yes6

No

Majority

2/3

Yes6

No

Majority

2/3

No

No

Majority

2/3

No

No

No

No

Yes6

No

Yes6

No

No

No

Sale or other disposition of all or substantially all of its assets39 Investment of corporate funds in another corporation or business or for any other purpose41 Merger or consolidation76 Increase or decrease capital stock37 Incur, create or increase bonded indebtedness37 Voluntary dissolution where no creditors are affected134 Voluntary dissolution where creditors are affected119 Declare stock dividends42 Amendment to the plan of merger or consolidation76

Deny pre-emptive right38

Majority

Adoption of by-laws45

NONE

Amendment of by-laws47 Delegation to the board of the power to amend, repeal or adopt a new by-laws47

Majority

2/3, in case of good faith issuance of shares in exchange for property needed for corporate purposes or in payment of a previously contracted debt Majority (if filed prior to incorporation: ALL INCORPORATORS) Majority

NONE

2/3

Revocation of the power to amend repeal or adopt a

NONE

Majority

No

No

MATRIX ON CORPORATE POWERS (UPDATED AS OF REVISED CORPORATION CODE) BY NBV

1

new by-laws delegated to the board47 Majority; or

No

No

Majority

2/3, ((1) where a stockholder or stockholders representing the same interest of both the managing and the managed corporations own or control more than 1/3 of the total outstanding capital stock in the managing corporation; or (2) where a majority of the members of the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporation) NONE

N/A

N/A

Majority

NONE

N/A

N/A

Majority

NONE

N/A

N/A

Majority

NONE

N/A

N/A

NONE

2/3

No

No

Unanimity of the remaining directors/trustees

NONE

N/A

N/A

NONE

Majority

No

No

Majority

NONE

N/A

N/A

Majority

NONE

N/A

N/A

Validity of contracts with self-dealing directors, trustees, or officers including related parties31

Majority (if corporation is vested with public interest: 2/3 of entire board with at least majority of independent directors)

NONE

N/A

N/A

Ratification of voidable contracts with self-dealing directors, trustees, or officers including related parties31

N/A

2/3

No

No

Validity of contracts between corporations having an interlocking director which has substantial interest in the former and nominal interest in the latter32

NOMINAL CORP: Majority (if corporation is vested with public interest: 2/3 of entire board with at least majority of independent directors)

NONE

N/A

N/A

N/A

NOMINAL CORP: 2/3

No

No

Enter into management contract43

Acquire own shares40 Declare cash or property dividends42 Allow stockholders or members to vote through remote communication23 Election of officers24 Removal of directors or trustees27 Filling a vacancy in the office of director and trustee in case of emergency28 Grant of compensation to directors or trustees29 Delegation of powers to the executive committee34 Create special committees of temporary or permanent nature and determine the members’ term, composition, compensation, powers, and responsibilities34

Ratification of voidable

Majority...