STATE IF ITS TRUE OR FALSE

1.

Under the RCC, a shareholder shall acquire all the stocks of an ordinary stock corporation and apply for the conversion thereof into an OPC.

2.

The corporate term limit of 50 years has been removed such that a corporation can now enjoy perpetual existence unless expressly limited by its AOI.

3.

With the introduction of the OPC, the minimum number of directors to incorporate is reduced from 5 to 1, while the maximum is retained at 10-15 directors. For trustees, however, the RCC has removed the maximum number which can be elected.

4.

The RCC mandates a corporation vested with public interest to appoint a Compliance Officer, in addition to the mandatory positions of President, Treasurer and Corporate Secretary. The law now also expressly requires that the Treasurer be a resident of the Philippines.

5.

Under the RCC, additional powers are expressly granted to corporations, namely: the power to enter into a partnership, joint venture or any other commercial agreement with a natural person or another corporation.

6.

The RCC also allows an arbitration agreement to be included in the AOI and By-Laws of a corporation.

7.

With regard to the financial statements of a corporation, the RCC provides that if the paid-up capital of the corporation is less than P600,000.00 or such other amount as may be determined appropriate by the Department of Finance, the financial statements may be certified under oath by the President and the Treasurer, and need not be certified by an independent certified public accountant.

8.

Under the RCC, a domestic corporation who acts as a resident agent of a foreign corporation must be of sound financial standing and must show proof that it is in good standing as certified by the SEC.

9.

Aside from recognizing stockholder or member votes cast in absentia via remote communication methods, the RCC also allows the AOI and By-laws to be filed with the SEC in the form of electronic documents, in accordance with the rules on electronic filing that the SEC will promulgate.