Badayos & Badayos Law

Company registration and corporate lawyers, in Cebu City and nationwide.

Most corporate problems we are asked to fix began as paperwork nobody kept up with. A filing is missed, minutes are never written, and the gap surfaces years later in a due diligence request or a dispute between shareholders.

What we do

Incorporation

Registering a corporation: choosing the vehicle, a one person corporation included, and drafting the articles of incorporation and by-laws.

Setting up from abroad

Registering a company in the Philippines for foreigners, including the ownership limits that apply to particular activities.

Corporate housekeeping

Corporate housekeeping: board and stockholder meetings, minutes, resolutions, secretary’s certificates, and the stock and transfer book.

SEC filings

SEC registration and the filings that follow it, including the General Information Sheet and the compliance calendar behind them.

Shareholders and joint ventures

Shareholder and joint venture arrangements, and the agreements that govern what happens when the parties disagree.

Structural changes

Structural changes: amendments, capital changes, changes in directors or officers, mergers, and dissolution.

Corporate secretary

Acting as corporate secretary where a company wants the function held outside the business.

Questions we are asked

01How many people do we need to register a corporation?

One is enough. The Revised Corporation Code lets a person, partnership, association, or corporation organize one alone or with others, up to fifteen. Incorporators who are natural persons must be of legal age, and each one in a stock corporation must own or subscribe to at least one share. A corporation with a single stockholder is a One Person Corporation.

02How much capital do we have to put in?

There is no general minimum. Stock corporations are not required to have a minimum capital stock unless a special law says so for that kind of business. The capital you need is set by what the company will do and by any regulator of that activity.

03We are foreign-owned. Can we register a company in the Philippines?

Usually. Foreign ownership limits attach to particular activities, so whether a limit applies, and how the company has to be structured, depends on what the business will do. We settle that before the structure is chosen, because a structure is expensive to unwind once it is registered.

04Does it matter if the company has been dormant?

Yes. A corporation that does not formally organize and commence business within five years of incorporation has its certificate deemed revoked. One that started and then went inoperative for five consecutive years can be placed under delinquent status, with two years to resume and comply before the certificate is revoked.

05How long does the company last?

A corporation has perpetual existence unless its articles of incorporation provide for a fixed term. Companies incorporated under the old Code also have perpetual existence unless they elected to keep their original term.

06What should a shareholders’ agreement cover?

It should settle what happens when the parties disagree: who may sell shares and to whom, what happens on a deadlock, how a shareholder leaves, and who decides what in the meantime. Those clauses are easiest to agree at the start, while the parties are still on good terms.

07We need to change directors or increase our capital. What is involved?

Three steps: the corporate act itself, the record of it, and the filing with the Commission. Directors are elected for a term of one year and each must hold at least one share, which limits who can be brought onto the board and when. We handle the meeting, the minutes, the resolutions, and the filing together.

08Can we have you act as corporate secretary?

Yes. The corporate secretary keeps the minutes, the resolutions, the secretary’s certificates a bank or a registry will rely on, and the stock and transfer book. Companies engage us for the role so that those records are kept current.

09What will this cost, and how long will it take?

We agree the scope and the fee in writing before any work starts. Registration timelines depend on the Commission and on how complete the documents are when they go in. The second is within our control, so we prepare the documents fully before filing.