Corporate Registration: What Are Bylaws and How to Write Them in the Philippines

June 11, 2025

In the Philippines, bylaws are an important part of corporate governance. They serve as a rulebook that guides a corporation’s operations and management. Required to register a corporation under the Revised Corporation Code of the Philippines (Republic Act No. 11232), bylaws ensure compliance with local laws while providing structure for decision-making and conflict resolution.

To help you understand better, we’ll further explain the meaning of bylaws and how to write them for a Philippine corporation.

What Are Bylaws

Bylaws are internal rules that govern a corporation’s day-to-day operations, outlining the roles of directors, officers, and shareholders, as well as procedures for meetings, voting, and dispute resolution.

In the Philippines, the Securities and Exchange Commission (SEC) requires both the Articles of Incorporation and the bylaws as part of the corporation registration process. The Articles of Incorporation establish the corporation’s legal existence, while the bylaws provide detailed operational guidelines to ensure compliance with the Revised Corporation Code.

To ensure compliance with Philippine law, bylaws are typically drafted with the assistance of a professional business registration service.

Why Are Bylaws Important?

Governance Framework: Bylaws define how the corporation makes decisions, assigns roles, and manages operations.
Legal Compliance: They are required by Philippine laws, ensuring adherence to SEC regulations and the Revised Corporation Code.
Conflict Resolution: Bylaws provide clear mechanisms for resolving disputes among stakeholders.
Stakeholder Confidence: Well-crafted bylaws enhance trust among investors, shareholders, and partners by showcasing professionalism.
Customizability: Bylaws can be tailored to the corporation’s specific needs, provided they comply with legal standards.

Key Components of Bylaws in the Philippines

Philippine bylaws must address specific requirements under the Revised Corporation Code while reflecting the corporation’s structure. Bylaws usually include the following:

Corporate Purpose: A statement of the company’s objectives, aligned with the Articles of Incorporation.
Board of Directors: Size (minimum of 5 and maximum of 15 for stock corporations), qualifications, election process, terms, and duties.
Officers: Roles (e.g., President, Treasurer, Corporate Secretary) and their responsibilities, as mandated by Section 24 of the Revised Corporation Code.
Meetings: Procedures for annual and special meetings, quorum requirements (typically a majority), and voting rules.
Shareholder Rights: Voting rights, dividend policies, and procedures for shareholder actions.
Stock Issuance and Transfer: Rules for issuing and transferring shares, including compliance with SEC regulations.
Financial Policies: Guidelines for audits, financial reporting, and the fiscal year.
Amendments: Process for revising bylaws, requiring approval by a majority of the board and shareholders representing at least two-thirds of the outstanding capital stock.
Dissolution: Procedures for winding down the corporation, per SEC guidelines.

Keep in mind that the content of bylaws can differ depending on the type of corporation in the Philippines, as the structure, purpose, and regulatory requirements vary across different corporate forms. Consult a professional business registration service for expert guidance on drafting bylaws specifically for your corporation.

How to Write Bylaws in the Philippines

Drafting bylaws for a Philippine corporation involves balancing legal requirements with operational needs. Follow these steps:

Understand Legal Requirements

Review the Revised Corporation Code and SEC guidelines to ensure compliance.
Consult with us to avoid legal oversights. Our team of lawyers are experts in Philippine corporate law.

Tailor to Corporate Needs

Consider the corporation’s size, industry, and goals. A small family-owned business may need simpler bylaws than a publicly listed company.
Address key governance issues, such as board meeting frequency or shareholder voting thresholds.

Organize Clearly

Structure bylaws into articles (e.g., Article I: Purpose, Article II: Board of Directors).
Use concise, unambiguous language to ensure clarity.
Number sections for easy reference.

Include Mandatory Provisions

Incorporate required elements, such as the roles of the Corporate Secretary and Treasurer, as per SEC rules.
Ensure consistency with the Articles of Incorporation.

Draft for Flexibility

Allow room for growth, such as adding new directors or issuing additional shares.
Include a clear amendment process to adapt to future changes.

Review and Approve

Have the board and shareholders review the draft, ensuring alignment with their interests.
Secure approval from a majority of the board and two-thirds of shareholders, as required by law.
File the bylaws with the SEC within 30 days of incorporation, either in hard copy or via the SEC’s eSPARC system.

Store and Distribute

Keep bylaws with other corporate records and provide copies to directors, officers, and shareholders.

Use clear, straightforward language to keep the bylaws accessible and easy to understand. Review them regularly to reflect changes in the corporation or relevant laws. Contact us to ensure your bylaws are accurate, compliant, and tailored to your business needs.

Common Mistakes to Avoid

Inaccurate Filing: Failing to meet the SEC’s strict requirements can lead to penalties or rejection.
Vagueness: Ambiguous terms may cause disputes or confusion.
Ignoring Stakeholders: Excluding directors or shareholders from the drafting process can lead to losing their support.

Summary

Bylaws are mandatory for registering Philippine corporations, providing a framework for governance and compliance with the Revised Corporation Code. They contain clear guidelines that help ensure smooth operations and boost stockholder confidence. Due to the SEC’s strict requirements, it’s best to prepare them with professional assistance. Contact us to craft the perfect bylaws for your business.

Are You Registering a Business for the First Time? Here’s Where to Find Assistance.

Registering a business in the Philippines can be a complex and challenging process. With numerous permits and licenses required by the government, it’s easy to miss a document or forget to renew it. Unfortunately, this can lead to costly fines or even force your operations to shut down.

That’s where Triple i Consulting comes in. Our team of experienced lawyers and accountants provides comprehensive support for your business registration, so you don’t have to stress over the paperwork. Our expertise and network enable us to streamline your registration process, ensuring it’s completed swiftly and correctly.

We’ll handle the permits and renewals so you can focus on what matters most—running your business and achieving financial success.