Practice question
Directors invoke the seal power and stamp a document purporting to amend the articles without the Code’s approvals. They say the seal itself supplies every missing approval. Which is correct?
- Every sealed document automatically amends the articles
- Seal capacity does not dispense with the separate amendment requirements
- The printer becomes the SEC
- A seal replaces every shareholder vote
- Only the stamp’s price determines validity
Legal references
- RA 11232: https://elibrary.judiciary.gov.ph/thebookshelf/showdocs/2/86463; Section 35(c)-(f),(j).
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