To constitute a quorum for the transaction of corporate business, only a majority of the number of Board of Directors is required: (1%)
(A) as fixed by the corporate by-laws
(B) as fixed in the articles of incorporation
(C) actually serving in the board
(D) actually serving in the board but constituting a quorum
Suggested answer only. Not an official answer and not legal advice.
The correct answer is (B) as fixed in the articles of incorporation. Under Section 52 of the Revised Corporation Code (RA 11232), unless the articles of incorporation or bylaws provide
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Quick check
How is a quorum for board of directors meetings computed under Section 52 of Republic Act Number 11232?
Quorum is computed based on the majority of the fixed number of directors specified in the articles of incorporation.
Do vacancies on the board of directors reduce the statutory quorum required to transact corporate business?
Board vacancies do not reduce the required quorum, which remains based on the fixed number of board seats.
Can corporate by-laws validly stipulate a board quorum requirement lower than a simple majority of fixed directors?
By-laws cannot fix a quorum lower than the statutory simple majority set by the Revised Corporation Code.
What is the legal status of corporate business transacted at a board meeting lacking the required statutory quorum?
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Which primary statute governs corporate board quorum requirements, director voting rules, and corporate governance in the Philippines?
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Learn more about these topics
1. Board Quorum Determination
Under Section 52 of the Revised Corporation Code of the Philippines (Republic Act Number 11232), a majority of the number of directors or trustees as fixed in the articles of incorporation constitutes a quorum to transact corporate business, unless the articles of incorporation or by-laws provide for a greater majority. The statutory basis for computing a quorum is always the fixed number of seats specified in the articles of incorporation, rather than the number of directors currently occupying office or present during a meeting.
2. Vacancies Impact Rule
Under Philippine corporate law jurisprudence, board vacancies caused by death, resignation, or disqualification do not automatically reduce the required quorum for board meetings. Even if several board seats become vacant, a valid corporate meeting still requires the presence of a majority of the total board positions declared in the articles of incorporation. Action taken by a board lacking a statutory quorum is legally invalid and non-binding on the corporation, unless subsequently ratified by a validly constituted board or shareholders.
3. Greater Majority Provision
Under Section 52 of Republic Act Number 11232, corporate founders and stockholders possess statutory authority to stipulate a higher quorum threshold in their articles of incorporation or corporate by-laws. While the law sets a simple majority of the fixed board seats as the default minimum quorum, corporate charters may validly require a two-thirds vote or even unanimous board presence for specific major corporate transactions to protect minority interest groups. However, by-laws cannot validly fix a quorum lower than the statutory simple majority.