The Cooperative Code
of the Philippines
2020 ed.
RA 6938, as amended by RA 9520
including
The Cooperative Development Authority Act
(RA 6939)
with annotations from the Old and Revised
Corporation Code
Atty. Amado R. Villegas, Jr.
RFBT Reviewer / Professor I – FEU Manila
2017 Table of Specification (TOS)
1. Organizations and Registrations of Cooperative
2. Types and Categories of Cooperatives
3. Administration
4. Responsibilities, Rights and Privileges of Cooperatives
5. Capital, Property of Funds
6. Audit, Inquiry and Members’ Right to Examine
7. Allocation and Distribution of Funds
8. Merger and Consolidation of Cooperatives
9. Dissolution of Cooperatives
2019 Table of Specification (TOS)
1. Organization and Registration of Cooperative
2. Administration
3. Responsibilities, Rights & Privileges of Cooperatives
4. Membership, Rights and Obligations
5. Capital Property of Funds
6. Audit, Inquiry and Members’ Right to Examine
7. Allocation and Distribution of Funds
8. Types and Categories of Cooperatives
9. Merger and Consolidation of Cooperatives
10. Dissolution of Cooperatives
Cooperative Law
The law which governs cooperatives, prior to the
recent enactment of Republic Act No. 9520
(“Philippine Cooperative Code of 2008”),
is Republic Act No. 6938 (“Cooperative Code of the
Philippines of 1990”).
Present law –
RA 9520
Cooperative
What is a Cooperative*? CPALE
A cooperative is an autonomous and duly registered
association of persons, with a common bond of interest,
who have voluntarily joined together to achieve their
social, economic, and cultural needs and aspirations by
making equitable contributions to the capital required,
patronizing their products and services and accepting a
fair share of the risks and benefits of the undertaking in
accordance with universally accepted cooperative
principles (Art. 3, RA 9520).
A cooperative is a duly registered association of persons, with a
common bond of interest, who have voluntarily joined together to
achieve a lawful common social or economic end making equitable
contributions to the capital requirements and accepting a fair share of
the risks and benefits of the undertaking in accordance with universally
accepted cooperative principles (Art. 3, RA 6938).
Who is the implementing agency?
The Cooperative Development Authority (CDA),
under the Office of the President created under RA No.
6839, is the agency charged with the authority and
responsibility for implementing the program of
cooperatives development.
It is further responsible
for the promotion, registration,
development, and evaluation
of all types of cooperatives in
the country.
What is the basic purpose of a Cooperative?
The declared purpose of the law, among others,
is to foster the creation and growth of
cooperatives as a practical vehicle for promoting
self-reliance and harnessing people power
towards the attainment
of economic development
and social justice.
Purposes** of Cooperative (Art. 6)
A cooperative may be organized and registered for ANY OR ALL of the
following purposes:
1. To encourage thrift and savings mobilization among its
members
2. To generate funds and extend credit to the members for
productive and provident purposes
3. To encourage among members systematic production and
marketing
4. To provide goods and services and other requirements to
the members
5. To develop expertise and skills among its members
6. To acquire lands and provide housing benefits for its
members
7. To insure against losses of its members
Purposes of Cooperative
8. To promote and advance economic , social and educational
status of the members
9. To establish, own, lease or operate cooperative banks,
cooperative wholesale and retail complexes, insurance and
agricultural/industrial processing enterprises, and public
markets
10. To coordinate and facilitate the activities of cooperatives
11. To advocate for the cause of cooperative movements
12. To ensure the viability of cooperatives through utilization of
new technologies
13. To encourage and promote self-help or self employment as
an engine for economic growth and poverty alleviation
14. To undertake any and all other activities for the effective
and efficient implementation of the Cooperative Code (Art. 6,
RA 9520)
Objectives of Cooperative
The primary objective of every cooperative is to help improve
the quality of life of its members, thus Cooperative shall aim
to:
• Provide goods and services to its members to enable them
to attain increased income, savings, investments,
productivity, and purchasing power, and promote among
themselves equitable distribution of net surplus through
maximum utilization of economies of scale, cost-sharing and
risk-sharing;
• Provide optimum social and economic benefits to its
members;
• Teach them efficient ways of doing things in a cooperative
manner;
Objectives of Cooperative
The primary objective of every cooperative is to help
improve the quality of life of its members.
• Propagate cooperative practices and new ideas in
business and management;
• Allow the lower income and less privileged groups to
increase their ownership in the wealth of the nation;
and
• Cooperate with the government, other cooperatives
and people-oriented organizations to further the
attainment of any of the foregoing objectives.
Cooperative Principles
1.
2.
3.
4.
5.
6.
7.
Open and voluntary membership
Democratic member control
Member economic participation
Autonomy and independence
Cooperative education
Cooperation among cooperatives
Concern for community
Art. 4 - International Cooperative Alliance
(ICA) principles were adopted with certain modifications
What are the declared principles of Cooperativism?
1. Voluntary and open membership (Voluntarism)
- Membership in a cooperative is voluntary and available
to all individuals regardless of their social, political,
racial or religious background or beliefs.
2.Democratic member control
- Cooperatives are democratic organizations that are
controlled by their members who actively participate in
setting their policies and making decisions. In primary
cooperatives, members have equal voting rights of
one-member, one-vote. Cooperatives at other levels
are organized in the same democratic manner.
What are the declared principles of Cooperativism?
3. Member economic participation
- Members contribute equitably to the capital of their
cooperatives. At least part of that capital is the
common property of the cooperative. They shall
receive limited compensation or limited interest, if any,
on capital subscribed and paid as a condition of
membership.
What are the declared principles of Cooperativism?
4. Autonomy and independence
- Cooperatives are autonomous, self-help
organizations controlled by their members.
5. Cooperation among cooperatives
Cooperatives serve their members most
effectively and strengthen the cooperative
movement by working together through
local, national, regional and international
structures.
What are the declared principles of Cooperativism?
6. Cooperative education (Education, Training and
Information)
- All cooperatives shall make provision for the
education of their members, officers and
employees and of the general public based on the
principles of cooperation.
7. Concern for community
- Cooperatives work for the sustainable
development of their communities through
policies approved by their members. This is a new
provision.
Principle of Subsidiarity*
• It is enshrined in the Cooperative Code which
means that there should be no government
intervention as much as possible and
government intervenes only when necessary.
• The Principle of Transparency highlights one
of the backbones of democratic societies like a
cooperative.
Definition
of Terms
Cooperative Code of 2008
Definition of Terms
Articles of Cooperation* - A legal document signed by
the organizers stating the name, goals and objectives,
place of operation of the cooperative and others.
Authorized share capital - The amount approved
by the CDA and set by the leaders and members of
the cooperative to finance its business activities.
By-laws of the Cooperative - The rules adopted by a
cooperative for the management and regulation of its
members and its activities.
Dynamic - Having a lot of ideas and enthusiasm;
energetic and forceful; active
Definition of Terms
Economic feasibility - The practicality or workability of a
cooperative with regards to the economic situation in a
community.
Economic survey - A statement describing the structure,
purposes and economic feasibility of the proposed
cooperative.
Paid-up shares - The number of subscribed shares paid by
a member.
Pledged shares - The number of shares that a member will
subscribe.
Thrift - The careful use of money, especially by avoiding
waste.
Definition of Terms
Member includes a person either natural or juridical who adhering to the
principles set forth in this Code and in the Articles of Cooperative, has been
admitted by the cooperative as member.
General Assembly* shall mean the full membership of the cooperative duly
assembled for the purpose of exercising all the rights and performing all the
obligations pertaining to cooperatives, as provided by this Code, its articles
of cooperation and bylaws: Provided, That for cooperatives with numerous
and dispersed membership, the general assembly may be composed of
delegates elected by each sector, chapter or district of the cooperative in
accordance with the rules and regulations of the CDA.
Board of Directors shall mean that body entrusted with the management of
the affairs of the cooperative under its articles of cooperation and bylaws.
Definition of Terms
Committee shall refer to any body entrusted with specific
functions and responsibilities under the bylaws or resolution
of the general assembly or the board of directors.
Registration means the operative act granting juridical
personality to a proposed cooperative and is evidenced by a
certificate of registration.
Cooperative Development Authority refers to the government
agency in charge of the registration and regulation of
cooperatives as such hereinafter referred to s the Authority.
Universally Accepted Principles means that body of
cooperative principles adhered to worldwide by cooperatives.
Definition of Terms
Representative Assembly means the full membership of a body of
representatives elected by each of the sectors, chapter or district of the
cooperative duly assembled for the purpose of exercising such powers lawfully
delegated unto them by the general assembly in accordance with its bylaws.
Officers of the Cooperative shall include the members of the board of directors, members
of the different committee created by the general assembly, general manager or chief
executive officer, secretary, treasurer and members holding other positions as may be
provided for in their bylaws.
Social Audit is a procedure wherein the cooperative assesses its social impact and
ethical performance vis-à-vis its stated mission, vision, goals and code of social
responsibility for cooperatives to be established by the Authority in consultation
with the cooperative sector. It enables the cooperative to develop a process
whereby it can account for its social performance and evaluate its impact in the
community and be accountable for its decisions and actions to its regular
members;
Definition of Terms
Performance Audit shall refer to an audit on the efficiency and
effectiveness of the cooperative as a whole; its management and officers;
and its various responsibility centers as basis for improving individual
team or overall performance and for objectively informing the general
membership on such performance.
A Single-Line or Single-Purpose Cooperative shall include cooperative
undertaking activities which are related to its main line of business or
purpose;
Service Cooperatives are those which provide any type of service to its members,
including but not limited to, transport, information and communication, insurance,
housing, electric, health services, education, banking, and savings and credit;
Subsidiary Cooperative refers to three or more primary cooperatives,
doing the same line of business, organized at the municipal, provincial,
city, special metropolitan political subdivision, or economic zones created
by law, registered with the Authority to undertake business activities in
support of its member-cooperatives."
Types* of Cooperatives (Art. 23)
- Credit Cooperative
- Consumers Cooperative
- Producers Cooperative
- Marketing Cooperative
- Service Cooperative
- Multipurpose Coop
Advocacy Cooperative
Agrarian Reform Cooperative
Cooperative Bank
Dairy Cooperative
Education Cooperative
Electric Cooperative
Financial Service Cooperative
Fishermen Cooperative
Health Service Cooperative
Housing Cooperative
Insurance Cooperative
Transport Cooperative
Water Service Cooperative
Workers Cooperative
Other Coops as may be determined
Types of Cooperatives
1. Credit Cooperative* – promotes thrift and savings
among its members and creates funds in order to grant
loans for productive and provident purposes. It
undertakes savings and lending services among its
members. It generates a common pool of funds in order
to provide financial assistance to its members.
2. Consumer Cooperative – the primary purpose is to
procure and distribute commodities to members and
non-members.
3. Producer Cooperative – undertakes joint production
whether agricultural or industrial.
Types of Cooperatives
3. Producers cooperative - It is formed and
operated by its members to undertake the
production and processing of raw materials or
goods produced by its members into finished or
processed products for sale by the cooperative to
its members and non-members. Any end product or
its derivative arising from the raw materials
produced by its members, sold in the name and for
the account of the cooperative, shall be deemed a
product of the cooperative and its members.
Types of Cooperatives
4. Marketing Cooperative – engages in the supply
of production inputs to members, and markets their
products.
5. Service Cooperative* – engages in medical and
dental care, hospitalization, transportation,
insurance, housing, labor, electric light and power,
communication and other services.
6. Multi-purpose Cooperative* – combines two (2)
or more of the business activities of these different
types of cooperatives.
Types of Cooperatives (14)
Advocacy Cooperative. A primary cooperative which
promotes and advocates cooperativism among its
members and the public through socially-oriented
projects, education and training, research and
communication, and other similar activities to reach
out to its intended beneficiaries.
Agrarian Reform Cooperative. Organized by marginal
farmers majority of which are agrarian reform
beneficiaries for the purpose of developing an
appropriate system of land tenure, land development,
land consolidation or land management in areas
covered by agrarian reform.
Types of Cooperatives
Cooperative Bank. Organized for the primary purpose of
providing a wide range of financial services to
cooperatives and their members.
Dairy Cooperative. One whose members are engaged in
the production of fresh milk which may be processed
and/or marketed as dairy products.
Education Cooperative. Organized for the primary
purpose of owning and operating licensed educational
institutions notwithstanding the provisions of Republic
Act No. 9155, otherwise known as the Governance of
Basic Education Act of 2001.
Types of Cooperatives
Electric Cooperative. Organized for the primary purpose
of undertaking power generations, utilizing renewable
energy sources, including hybrid systems, acquisition and
operation of subtransmission or distribution to its
household members.
Financial Service Cooperative. One organized for the
primary purpose of engaging in savings and credit
services and other financial services.
Fishermen Cooperative. Organized by marginalized
fishermen in localities whose products are marketed
either as fresh or processed products;
Types of Cooperatives
Health Services Cooperative. Organized for the
primary purpose of providing medical, dental and
other health services.
Housing Cooperative. Organized to assist or provide
access to housing for the benefit of its regular
members who actively participate in the savings
program for housing. It is co-owned and controlled
by its members.
Insurance Cooperative. Engaged in the business of
insuring life and poverty of cooperatives and their
members.
Types of Cooperatives
Transport Cooperative. Includes land and sea
transportation, limited to small vessels, as defined or
classified under the Philippine maritime laws, organized
under the provisions of this Code;
Water Service Cooperative. Organized to own, operate
and manage waters systems for the provision and
distribution of potable water for its members and their
households.
Workers Cooperative. Organized by workers, including
the self-employed, who are at same time the members
and owners of the enterprise. Its principal purpose is to
provide employment and business opportunities to its
members and manage it in accordance with cooperative
principles.
Agrarian Reform Cooperatives
ART. 88. Definition and Purpose - an Agrarian
Reform Cooperative is one organized by marginal
farmers, majority of which are agrarian reform
beneficiaries, for the purpose of developing an
appropriate system of land tenure, land development,
land consolidation or land management in areas
covered by agrarian reform
Cooperative Banks* CPALE
Art. 97. Organization, membership and establishment of a Coop Bank.
(1) Cooperative organizations duly established and registered
under this code may organize a cooperative bank, which shall
likewise be considered a cooperative registrable under the
provisions of this code subject to the requirements and
requisite authorization from the BSP.
GR - Only one cooperative bank may be established in each province:
provided, (E) - that an additional cooperative bank may be established
in the same province to cater to the needs of the locality depending on
the economic conditions of the province as may be determined by the
BSP: provided, further, that the additional cooperative bank shall be
located in the city or municipality other than the city or municipality
where the first cooperative bank is located.
CPALE – Cooperative providing all forms of financial services.
Financial Service Cooperatives
Art. 119. Definition and Functions of Financial Service
Cooperatives. – a financial service cooperative is a
financial organization owned and operated by its
members and authorized to provide services exclusively
to its members.
Its services are:
(a) the functions of credit cooperatives and other
cooperatives, including multi-purpose cooperatives, that
provide savings and credit to their members; and
(b) other financial services subject to regulation by the
bsp.
Categories of Cooperatives (Art. 23)
According to membership and territory, the following are the
categories of cooperatives: In terms of membership:
1. Primary Cooperative* – the members of which are
natural person of legal age;
2. Secondary Cooperative – the members of which are
primaries;
3. Tertiary Cooperative – the members of which are
secondary cooperatives. Cooperatives whose members
are cooperatives are called as the federation and unions.
In terms of territory: cooperatives are categorized according
to areas of operation, which may or may not coincide with the
political subdivisions of the country.
Federation of Cooperatives
Art. 5 - on the Definition of Terms, the
term Federation of Cooperatives
has been added which essentially means:
“Three or more primary cooperatives doing the
same line of business organized from the
municipal to the provincial level registered with
the CDA to undertake business activities in
support of its members.”
Functions* of Federation Cooperative
• To carry on any cooperative enterprise authorized
under Article 6 that complements augments, or
supplements but does not conflict, complete with, nor
supplant the business or economic activities of its
members;
• To carry on, encourage, and assist educational and
advisory work relating to its member cooperatives;
• To render services designed to encourage simplicity,
efficiency, and economy in the conduct of the business
of its member cooperatives and to facilitate the
implementation of their bookkeeping, accounting, and
other systems and procedures;
Functions of Federation Cooperative
• To print, publish, and circulate any newspaper or other
publication in the interest of its member cooperatives and
enterprises;
• To coordinate and facilitate the activities of its member
cooperatives;
• To enter into joint ventures with national or international
cooperatives of other countries in the manufacture and
sale of products and/or services in the Philippines and
abroad; and
• To perform such other functions as may be necessary to
attain its objectives.
Cooperative Unions* (Art. 25)
It is a cooperative the members of which are
registered cooperatives and/or federations
organized purposely to represent the interest
and welfare all types of cooperatives at the
provincial, city, regional,
and national levels.
Functions* of Cooperative Unions
• To represent its members organization
• To acquire, analyze, and disseminate, economic, statistical, and other
information relating to its members and to all types of cooperatives
within its area of operation
• To sponsor studies in the economic, legal, financial, social and other
phases of cooperation, and publish the results thereof
• To promote the knowledge of cooperative principles and practices
• To develop cooperative movement in their respective jurisdictions
• To advise the appropriate authorities on all questions relating to
cooperatives
• To raise funds through membership fees, dues and contributions xxx
• To do and perform such other non-business activities xxx
Requirements for Registration
Category
Federation
Union
Secondary
10 primary coops
15 primary coops
Tertiary
10 secondary coops
15 secondary
coops
Minimum number of members
Category
Federation
Union
Secondary
P500,000.00
Not applicable
Tertiary
P5,000.00 or feasibility
study requirement
whichever is higher
Not applicable
Minimum paid-up share capital
Principal/Main Office and Branch Office
Principal Office – it refers to the registered head office as
indicated in the articles of cooperation and bylaws of the
cooperative where the business and cooperative activities
are conducted and central records and main books of
accounts are kept. Its is the place where the officers and key
management staff of the cooperative direct, control,
coordinate and manage its entire operation.
Branch Office – it refers to a business office outside the
principal office where cooperative activities and business
operation are undertaken as per approved cooperative
development plan.
Organization
and Registration
of Cooperatives
Cooperative Code of 2008
What are the success factors of a cooperative?
• Members’ recognition of common needs
• Members’ determination to help themselves
• Members’ conviction that group action offer
advantageous
• Presence of good members and capable dedicated
leaders
• Good record keeping system
• Frequent audit
• Continuous cooperative education
• Training of officers and members
• Proper guidance
Who may organize*?
Cooperative Code (Art. 10)
Corporation Code (Sec. 10)
Fifteen (15) or more natural persons
Natural persons not less than 5 not
more than 15
who are Filipino citizens
Citizens of the Philippines
of legal age
of legal age
having a common bond of interest
Owners of at least one share
actually residing or working in the intended
area of operation
Majority are residents of the Phils.
OTHER REQUIREMENT
a prospective member of a primary cooperative
must have completed a Pre-Membership
Education Seminar (PMES).
Capacity to contract
Number and qualifications of incorporators
Old Corporation
Code (Sec. 10)
Revised Corporation Code (Sec. 10)
Any number of natural
persons not less than five (5)
but not more than fifteen
(15), all of legal age and a
majority of whom are
residents of the Philippines,
may
form
a
private
corporation for any lawful
purpose or purposes. Each of
the incorporators of s stock
corporation must own or be a
subscriber to at least one (1)
share of the capital stock of
the corporation.
Any person, partnership, association or corporation,
singly or jointly with others but not more than
fifteen (15) in number, may organize a corporation for any
lawful purpose or purposes: Provided, That natural persons who are
licensed to practice a profession, and partnerships or associations
organized for the purpose of practicing a profession, shall not be
allowed to organize as a corporation unless otherwise provided under
special laws.
Each incorporator of a stock corporation must own or be a subscriber to at least one (1)
share of the capital stock.
A corporation with a single stockholder is
considered a One Person Corporation as described
in Title XIII, Chapter III of this Code.
Organizing a Cooperative
Any newly organized primary cooperative may
be registered as multipurpose cooperative only
after
compliance
with
the
minimum
requirements for multipurpose cooperatives.
A single-purpose cooperative* may transform
into a multipurpose or may create subsidiaries
only after at least two (2) years of operations.
(RA 9520, Art. 10)
Economic Survey (Art. 11)
Every group of individuals or cooperatives intending to
form a cooperative under this Code shall submit to the
Authority a general statement describing, among others
the structure and purposes of the proposed cooperative:
Provided, That the structure and actual staffing pattern of
the cooperative shall include a bookkeeper; Provided,
further, That they shall not be allowed to operate without
the necessary personnel and shall also submit an
economic survey, indicating therein the (1) area of
operation, (2) the size of membership, and (3) other
pertinent data in a format provided by the Authority.
What is the minimum paid-up share capital?
The minimum paid-up share capital is
PhP15,000.00 for primary cooperatives, except
for multipurpose cooperative - P100,000.00 or
as required by the feasibility study whichever is
higher.
The par value of shares of a primary
cooperative shall not exceed PhP1,000.
No member of primary cooperative other than
cooperative itself shall own or hold more than
10% of the share capital of the cooperative.
Other requirements
Should preferred share capital be provided in
the their by-laws, it shall not exceed 25% of the
total authorized share capital of the cooperative.
Finally, for both common and preferred share
capital, no fractional shares shall be issued.
Pre-Qualification Requirements
Category of Cooperative Minimum Paid-up Capital
Primary
P10 Million
Secondary
P15 Million
Tertiary
P20Million
Principal Office
Category of Cooperative Operating Capital
Primary
P5 Million
Secondary
P10 Million
Tertiary
P15Million
Branch Office
Liability (Art. 12)
Cooperative Code
Corporation Code
A cooperative duly registered
under this Code shall have
limited liability.
(RA 9520, Art. 12)
Doctrine of Corporate Fiction
(Sec. 2, BP 68)
Liability of Members (Art. 29)
A member shall be liable for the debts of the
cooperative to the extent of his contribution to
the share capital of the cooperative.
Term
Cooperative Code (Sec. 13)
Corporation Code (Sec. 11)
ORIGINAL TERM
Period not exceeding fifty (50) years from
the date of registration unless sooner
dissolve or unless said period is extended.
Not exceeding fifty (50) years from the date
of incorporation unless sooner or dissolved
or unless said period is extended
EXTENSION
Term may be extended for periods not
exceeding fifty (50) years in any single
instance by an amendment of the articles of
cooperation.
LIMITATION
No extension can be made earlier than five
(5) years prior to the original or subsequent
expiry date/dates unless there are justifiable
reasons for an earlier extension as may be
determined by the Authority.
(RA 9520, Art. 13)
Not exceeding fifty (50) years in any single
instance by an amendment of the AOI
No extension can be made earlier than 5
years prior to the original or subsequent
expiry date UNLESS for justifiable reasons for
an earlier extension as may be determined
by SEC
Corporate Term
Old Corporation Code (Sec. 11)
A corporation shall exist for a period not
exceeding fifty (50) years from the date of
incorporation unless sooner dissolved or
unless said period is extended. The
corporate term as originally stated in the
articles of incorporation may be extended
for periods not exceeding fifty (50) years in
any single instance by an amendment of the
articles of incorporation, in accordance with
this Code; Provided, That no extension can
be made earlier than five (5) years prior to
the original or subsequent expiry date(s)
unless there are justifiable reasons for an
earlier extension as may be determined by
the Securities and Exchange Commission.
Revised Corporation Code
(Sec. 11)
A corporation shall have
perpetual existence unless its
articles
of
incorporation
provides otherwise.
Articles of Cooperation*
Cooperative Code (Art. 14)
Corporation Code (Secs. 14-15)
Articles of Cooperation
Articles of Incorporation
All cooperatives shall file with the
Cooperative Development Authority
the articles of cooperation
Corporations shall file with SEC
The Articles of Cooperation shall be Incorporators signing should only be
natural persons (Sec. 10)
signed by each of the organizers and
acknowledged by them if natural
persons, and by the chairpersons or
secretaries, if juridical persons,
before a notary public.
Subscription Requirement
Cooperative Code (Art. 14)
CAPITAL SUBSCRIPTION AND PAID UP
CAPITAL REQUIREMENT
At least twenty-five per centum
(25%) of the authorized share capital
must be subscribed
At least twenty-five per centum
(25%) of the total subscription has
been paid
In no case shall the paid-up share
capital be less than Fifteen thousand
pesos (P15,000.00).
Corporation Code (Sec. 13)
At least 25% of the ACS must
subscribed at the time of
incorporation, and at least 25% of
the total subscription must be paid
upon subscription. In no case shall
the paid up capital be less than
P5,000.
Amount of capital stock to be subscribed
and paid for the purposes of incorporation
Old Corporation Code (Sec. 13)
At least twenty-five percent (25%) of the
authorized capital stock as stated in the
articles of incorporation must be
subscribed at the time of incorporation,
and at least twenty-five (25%) per cent of
the total subscription must be paid upon
subscription, the balance to be payable
on a date or dates fixed in the contract of
subscription without need of call, or in
the absence of a fixed date or dates, upon
call for payment by the board of directors:
Provided, however, That in no case shall
the paid-up capital be less than five
Thousand (P5,000.00) pesos
Revised Corporation Code
NO COUNTERPART
REMOVED
Cooperative ByLaws (Sec. 15)
Each cooperative shall adopt by-laws
inconsistent with the provisions of the Code.
not
ByLaws (Sec. 15)
By-Laws (Sec. 46)
The bylaws shall be filed at
the same time as the articles
of cooperation.
May be filed before or after
Vote required to approve
ByLaws
Old Corporation Code (Sec. 46)
Revised Corporation Code (Sec. 45)
Every corporation formed
under this Code must, within
one (1) month after receipt of
official notice of the issuance of
its certificate of incorporation
by the Securities and Exchange
Commission, adopt a code of
by-laws for its government not
inconsistent with this Code.
XXX XXX
The one month period to
adopt bylaws was deleted.
Change in form
Registration*CPALE – 60/90/90
Cooperative Code (Art. 16)
Corporation Code (Sec. 19)
Deemed incorporated from the
A cooperative formed and organized under
date the SEC issues a Certificate of
this Code acquires juridical personality
Incorporation
from the date the Authority issues a
certificate of registration under its official
seal.
All applications for registration shall be
finally disposed of by the Authority within
a period of sixty (60) days from the filing
thereof, otherwise the application is
deemed approved, unless the cause of the
delay is attributable to the applicant.
Remedy is Mandamus
Denial of Registration
Cooperative Code
In case of a denial of the application for
registration, an appeal shall lie with the
Office of the President within ninety
(90) days from receipt of notice of such
denial.
Failure of the Office of the President to
act on the appeal within ninety (90)
days from the filing thereof shall mean
approval of said application. (RA 9520,
Art.
16)
Corporation Code
No similar provision
Certificate of Registration
Cooperative Code (Art 17)
Corporation Code (Sec. 19)
A Certificate of Incorporation
is issued under its official seal;
and
thereupon
the
incorporators, SHs/Ms and
their
successors
shall
constitute a body politic and
corporate under the name
stated in AOI for the period of
time
mentioned
therein,
Processing Fee for issuance of Certificate of unless said period is extended
or the corporation is sooner
Authority for each branch
dissolved in accordance with
Primary Coop – P500.00
A certificate of registration issued by the
Authority under its official seal shall be
conclusive evidence that the cooperative
therein mentioned is duly registered
unless it is proved that the registration
thereof has been cancelled.
Secondary – P2,000.00
Tertiary – P3,000.00
law.
Atty. Amado R. Villegas, Jr.
Professor 1, Far Eastern University
PRTC Reviewer
Bats CPAR Reviewer
CTDI Reviewer
PRIA Reviewer
THANK
YOU