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CORPORATE TERM Another signification amendment is on the corporate term which now allows perpetual existence under Section 11 of the Revised Corporation Code. Section 11 provides that a corporation shall have perpetual existence unless its articles of incorporation amides otherwise. Corporations with certicates of incorporation issued prior to the effectivity of this Code, and which continue to exist, shall have perpetual existence, unless the corporation, upon a vote of its stockholders representing a majority of its outstanding capital stock, notifies SEC that it elects to retain its specic corporate term pursuant to its articles of incorporation: Provided, That any change in the corporate term under this section is without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code. A corporate term fora specific period may be extended or shortened by amending the articles of incorporation: Provide d, E no extension mayI be made earlier than three (3] years prior to the original or subsequent expiry datets} unless there are justifiable reasons for an earlier extension as may be determined by the SEC: Provided, further, That such extension of the corporate term shall take effect only on the dayI following the original or subsequent expiry datets]. Section 11 further allows revival of corporations whose corporate term has expired. It states that a corporation whose term has expired may apply for a revival of its corporate existence, together with all the rights and privileges under its certificate of incorporation and subject to all of its duties, debts and liabilities existing prior to its revival. Upon approval by the SEC, the corporation shall be deemed revived and a certicate of revival of corporate existence shall be issued, giving it perpetual existence, unless its application for revival provides otherwise. No application for revival of certificate of incorporation of banks, banking and quasi banking institutions, preneed, insurance and trust companies, nonstock savings and loan associations {NSSLAsL pawnshops, corporations engaged in moneyI service business, and other financial intermediaries shall be approved by the SEC unless accompanied by a favorable recommendation of the appropriate government agency. MINIMUM CAPITAL STOCK NOT REQUIRED IN STOCK CORPORATIONS Also another signicant amendment under the Code is that now, stock corporations shall not be required to have minimum capital stock, except as otherwise specially provided by special law. Further, there is no minimum requirement on the amount of shares to be subscribed and paid up by the incorporators during the incorporation. Section 13 of the old Corporation Code was deleted. CONTENTS AND FORMS OF ARTICLES OF INCORPORATION | Section 13. Contents of the Articles of Incorporation. - All corporations shall file with the Commission articles of incorporation in any ofthe official languages, duly signed and acknowledged or authenticated, in such form and manner as may be allowed by the Commission, containing substantially the following matters, except as otherwise prescribed by this Code or by special law: n The name of corporation; I The specific purpose or purposes for which the corporation is being formed. Where a corporation has more than one stated purpose, the articles of incorporation shall indicate the primary purpose and the secondary purpose or purposes: Provided, E a nonstock corporation may not include a purpose which would change or contradict its nature as such; n The place where the principal office of the corporation is to be located, which must be within the Philippines; n The term for which the corporation is to exist, if the corporation has not elected perpetual existence; n The names, nationalities, and residence addresses ofthe incorporators; n The number of directors, which shall not be more than fteen [15] or the number of trustees which may be more than fifteen (15}; n The names, nationalities, and residence addresses of persons who shall act as directors or trustees until the rst regular directors or trustees are duly elected and qualified in accordance with this Code; n If it be a stock corporation, the amount of its authorized capital stock, number of shares into which it is divided, the par value of each, names, nationalities, and subscribers, amount subscribed and paid by each on the subscription, and a statement that some or all ofthe shares are without par value, if applicable; u If it be a nonstock corporation, the amount of its capital, the names, nationalities, and residence addresses of the contributors, and amount contributed by each; and n Such other matters consistent with law and which the incorporators may deem necessary and convenient