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Corporate governance is the framework of rules, practices, and processes by which a corporation is directed and controlled. In Mandaluyong City, as in the rest of the Philippines, robust standards of corporate governance are enforced to ensure transparency, accountability, and fair dealings for stakeholders. This means that companies are expected to have a proper structure for decision-making, with clear roles for directors, officers, and shareholders. Given Mandaluyong City’s status as a commercial hub within Metro Manila, many businesses here operate under these governance requirements as outlined by national regulations such as the Revised Corporation Code, Securities Regulation Code, and guidelines from the Securities and Exchange Commission (SEC).
Legal issues around corporate governance can be complex and may have serious consequences for your business if not handled properly. Some common scenarios where you may need legal assistance include:
A lawyer experienced in corporate governance can provide valuable guidance, help mitigate risks, and make sure that you operate within the bounds of law, thereby safeguarding your business interests and reputation.
In Mandaluyong City, the practice of corporate governance is rooted in national statutes, but businesses must also consider local ordinances and regulations. Key legal aspects include:
Local implementation may also include cooperation with the Mandaluyong City Business Permits and Licensing Office, and observance of regulations specific to certain industries, such as real estate, financial services, or retail.
Corporate governance refers to the system of policies and procedures that guide how a company operates, makes decisions, and treats its stakeholders. Good governance is important in Mandaluyong City to ensure legal compliance, attract investors, and maintain a trustworthy business environment.
You need to register first with the SEC in accordance with the Revised Corporation Code, then process your local business permits and clearances with the Mandaluyong City Business Permits and Licensing Office.
The Board is responsible for policy direction, overseeing management, ensuring legal compliance, protecting shareholder interests, and exercising fiduciary duty in all decisions and transactions.
Yes. While some requirements may differ for closely-held or small corporations, all entities must adhere to the basic requirements set by the Revised Corporation Code and other relevant laws.
Consequences can range from administrative penalties, SEC sanctions, and business permit suspension to civil and criminal liability depending on the nature and severity of the violation.
At least one regular board and one annual stockholders meeting per year are mandated, but your by-laws may require more frequent meetings.
The SEC is the primary regulator, overseeing corporate registration, monitoring compliance, investigating complaints, and enforcing governance standards for all Philippine corporations.
Typical issues involve disagreements among directors or shareholders, breaches of duty, non-disclosure of conflicts of interest, and disputes over profit distribution or management control.
While not absolutely required, it is highly advisable to engage a lawyer to ensure your by-laws are comprehensive, compliant with current laws, and protect your interests.
In most industries, foreigners may serve as directors provided that Filipino ownership complies with Philippine constitutional and statutory ownership limits. Some industries impose restrictions on foreign participation.
If you need information or assistance related to corporate governance in Mandaluyong City, consider the following resources:
If you require legal guidance in the area of corporate governance, you can take the following steps:
Taking informed action with the help of an experienced lawyer is critical for ensuring your business remains compliant, resilient, and able to thrive in Mandaluyong City's dynamic business environment.
