i. Special Fact Doctrine

Corporate Vacancies, Stockholder Meetings, and Foreign Corporation Licensing

Under Republic Act No. 11232, any vacancy occurring in the board of directors or trustees, other than by removal or expiration of term, may be filled by the vote of at least a majority of the remaining directors or trustees if they still constitute a quorum; otherwise, the vacancy must be filled by the stockholders or members in a meeting called for that purpose¹. When the vacancy is due to term expiration, the election must be held no later than the day of such expiration, while an election to replace a removed director or trustee may take place on the same day of the meeting authorizing the removal if so stated in the notice and agenda¹. In all other cases, the election must be held no later than forty-five days from the occurrence of the vacancy, and an emergency director may be temporarily appointed if the vacancy prevents a quorum and emergency action is needed to avert grave, substantial, and irreparable loss or damage¹.

Regular meetings of stockholders or members are held annually on the date fixed in the bylaws, or on any date after April 15 of every year as determined by the board of directors or trustees if not so fixed². At each regular meeting, the board must endeavor to present the minutes of the most recent regular meeting, detailing voting and tabulation procedures, records of questions asked and answers given, matters discussed, resolutions reached, voting results for each agenda item, and the list of attendees².

Upon compliance with all statutory requirements, a foreign corporation is issued a license by the Securities and Exchange Commission to transact business in the Philippines³. Within sixty days following the issuance of this license, the foreign licensee—excluding foreign banking or insurance corporations—must deposit satisfactory securities with the Commission for the benefit of present and future creditors in the Philippines³.