c. Corporate Term

Corporate Term under the Revised Corporation Code

A corporation shall have perpetual existence unless its articles of incorporation provide otherwise¹. In the standard form for articles of incorporation, it must be certified whether the corporation shall possess perpetual existence or a specific term of years counted from the date of the issuance of the certificate of incorporation². Moreover, corporations with certificates of incorporation issued prior to the effectivity of the Revised Corporation Code and which continue to exist shall have perpetual existence, unless the corporation opts otherwise by the required vote of its stockholders, without prejudice to the rights of dissenting stockholders¹.

A corporate term for a specific period may be extended or shortened by amending the articles of incorporation¹. Holders of nonvoting shares are entitled to vote on such an amendment of the articles of incorporation³. However, no extension of the corporate term may be made earlier than three (3) years prior to the original or subsequent expiry date, unless justifiable reasons exist for an earlier extension as determined by the Securities and Exchange Commission¹. Any approved extension of the corporate term takes effect only on the day following the original or subsequent expiry date¹.

When a corporation's term has expired, it may apply for the revival of its corporate existence together with all rights and privileges under its certificate of incorporation, subject to all its duties, debts, and liabilities existing prior to revival¹. Upon approval by the Commission, the corporation is deemed revived, and the issuance of a certificate of revival of corporate existence gives it perpetual existence unless its application for revival provides otherwise¹.