Guidelines On Corporate Term

AT A GLANCE

PSection 11 of Republic Act No. 11232, otherwise known as the Revised Corporation Code, states that Corporations created under Republic Act No. 11232 shall have perpetual existence unless its articles of incorporation. On the other hand, in cases of corporations with certificates of incorporation issued prior to the effectivity of the Revised Corporation Code and which continue to exist shall likewise have perpetual existence, unless the corporation elects to retain its specific corporate term.

Before the enactment of the Republic Act No. 11232, otherwise known as the “Revised Corporation Code,” the term of a corporation was generally limited to fifty (50) years, subject to extension for another period not exceeding fifty (50) years.

However, with the effectivity of the Revised Corporation Code on February 23, 2019, the rule on corporate term was substantially changed. 

Section 11 of Republic Act No. 11232 now provides that a corporation shall have perpetual existence unless its Articles of Incorporation provide otherwise, to wit: 

“SEC. 11. Corporate Term. – A corporation shall have perpetual existence unless its articles of incorporation provides otherwise. 

xxx.”

Corporate Term of Existing Corporations Prior to the RCC

Section 11 of Republic Act No. 11232 provides that corporations with certificates of incorporation issued prior to the effectivity of the RCC and which continue to exist shall likewise have perpetual existence, unless the corporation elects to retain its specific corporate term. 

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