In addition to the Articles of Incorporation which is required for every corporation, the corporation must also have By-Laws. The Articles of Incorporation is the corporation’s charter and contains its most basic information. On the other hand, the By-Laws contain provisions for the corporation’s internal government and for the management of its stockholders as well as those having the direction, management and control of the corporation.
The Revised Corporation Code of the Philippines allows the By-Laws to be submitted to the SEC after the issuance of the Certificate of Incorporation. In practice though, the By-Laws are submitted together with the Articles of Incorporation for approval by the SEC.
If the By-Laws will be submitted after incorporation, the approval of stockholders representing at least a majority of the outstanding capital stock must be obtained. The approval of the majority of directors must also be obtained. If the By-Laws will be submitted prior to incorporation, the By-Laws should be approved and signed by all the incorporators and submitted to the SEC together with the Articles of Incorporation. This By-Laws is intended to be submitted together with the Articles of Incorporation as is usual practice.