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Free Shareholders Agreement Template — Philippines

A Shareholders Agreement drafted in line with the Revised Corporation Code (Republic Act 11232) for Philippine corporations and their shareholders. Capture share rights, board representation, reserved matters, transfer restrictions including Right of First Refusal (ROFR), tag-along and drag-along rights, dividend policy, intellectual property, and a robust dispute resolution clause. Generate a professional PDF in minutes — fully aligned with Philippine corporate, tax, and securities law.

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SHAREHOLDERS AGREEMENT
THE CORPORATION
TechVenture Innovations, Inc.
10F Ayala Triangle Gardens Tower, Makati City 1226
SEC CS202312345
TIN 009-123-456-000
SHAREHOLDER 1
Maria Cristina Reyes
12F Net Park Building, 5th Avenue, BGC, Taguig 1634
TIN 123-456-789-000
SHAREHOLDER 2
Juan Carlos dela Cruz
8F The Trade and Financial Tower, 7th Avenue, BGC, Taguig 1634
TIN 987-654-321-000
RE: Shareholders Agreement
Effective: April 25, 2026
CORPORATION DETAILS
CORPORATIONTechVenture Innovations, Inc.
TYPEStock Corporation
SEC REG. NO.CS202312345
TIN009-123-456-000
REGISTERED OFFICE10F Ayala Triangle Gardens Tower, Makati City 1226
AUTHORISED CAPITAL10,000,000.00 PHP
PAID-UP CAPITAL2,500,000.00 PHP
SHARE CLASScommon shares
SHAREHOLDER 1Maria Cristina Reyes — 6000 shares (60%)
SHAREHOLDER 2Juan Carlos dela Cruz — 4000 shares (40%)
This Shareholders Agreement (the "Agreement") is entered into as of April 25, 2026 in Makati City, Republic of the Philippines, by and among TechVenture Innovations, Inc. (the "Corporation"), a Stock Corporation duly organised and existing under the Revised Corporation Code (Republic Act No. 11232) with its registered office at 10F Ayala Triangle Gardens Tower, Makati City 1226, SEC Registration No. CS202312345; Maria Cristina Reyes ("Shareholder 1"), holding 6000 common shares (60% of the paid-up capital stock); and Juan Carlos dela Cruz ("Shareholder 2"), holding 4000 common shares (40% of the paid-up capital stock). Each of Shareholder 1 and Shareholder 2 is referred to individually as a "Shareholder" and collectively as the "Shareholders". This Agreement is made under and shall be governed by the Civil Code (RA 386), the Revised Corporation Code (RA 11232), the Securities Regulation Code (RA 8799), and the Alternative Dispute Resolution Act of 2004 (RA 9285).
1.
PURPOSE AND INTERPRETATION
The Shareholders are entering into this Agreement to record their mutual rights and obligations as shareholders of the Corporation, to regulate the management and operation of the Corporation, and to provide for the transfer, acquisition, and disposal of shares in the Corporation. The Corporation's Articles of Incorporation (Articulos de Incorporacion) and By-Laws shall be read together with this Agreement; in the event of any conflict between this Agreement and the By-Laws, the Parties shall promptly amend the By-Laws to conform with this Agreement, to the extent permissible under RCC ss. 36 and 47. Unless the context otherwise requires, references to "shares" mean the common shares of the Corporation. The authorised capital of the Corporation is 10,000,000.00 PHP, and the paid-up capital is 2,500,000.00 PHP as at the Effective Date, recorded in the Stock and Transfer Book under RCC s. 73. Common shares and preferred shares shall carry the rights set out in RCC s. 6.
2.
SHAREHOLDER RIGHTS
Pre-Emptive Rights (RCC s. 38): Each Shareholder shall have a pre-emptive right to subscribe to all new issuances of shares (of any class) in proportion to their existing shareholding, in accordance with Section 38 of the Revised Corporation Code. The Corporation shall provide at least 30 days' prior written notice of any proposed new issuance, specifying the price, number of shares, and other material terms. If a Shareholder does not exercise their pre-emptive right within the notice period, the remaining Shareholders may take up the unsubscribed shares on a pro-rata basis before any third party subscription is permitted.

Right of First Refusal (ROFR): Before transferring any shares to a third party, the transferring Shareholder (the "Selling Shareholder") must first offer those shares to the other Shareholder(s) in writing at the same price and on the same terms as proposed to the third party. The non-selling Shareholder(s) shall have 30 days to exercise the right of first refusal. If the right is not exercised within that period, the Selling Shareholder may transfer the shares to the third party on terms no more favourable than those offered, within 60 days. This restriction shall be reflected in (i) the Corporation's Articles of Incorporation or By-Laws (where the Corporation is a close corporation under RCC s. 97); and (ii) the Stock Certificates (RCC s. 62) by appropriate notation.
3.
EXIT PROTECTIONS
Anti-Dilution Protection: If the Corporation issues new shares at a price per share lower than the price paid by either Shareholder (a "Down-Round Issuance"), the Corporation shall issue such additional shares to each existing Shareholder as may be necessary to preserve their respective percentage shareholding at the pre-issuance level, on a weighted average or full-ratchet basis as agreed between the Parties. Anti-dilution adjustments shall not apply to shares issued: (a) under any employee stock option plan (ESOP) approved by the Board; (b) in connection with a stock dividend under RCC s. 42; or (c) under a bona fide rights offering compliant with the SRC (RA 8799) and SEC rules.

Tag-Along Rights: If Shareholder 1 or Shareholder 2 (the "Selling Shareholder") proposes to transfer shares to a third-party acquirer, the other Shareholder (the "Tag-Along Holder") shall have the right (but not the obligation) to sell their shares to the same acquirer at the same price per share and on the same terms and conditions (the "Tag-Along Right"). The Selling Shareholder shall give the Tag-Along Holder at least 30 days' prior written notice before completing any such transfer.

Drag-Along Rights: If a Shareholder holding more than 50% of the outstanding capital stock (the "Dragging Shareholder") negotiates a bona fide arm's-length sale of all their shares to a third-party acquirer, the Dragging Shareholder may require the other Shareholder(s) (the "Dragged Shareholders") to sell their shares to the same acquirer at the same price per share and on the same terms and conditions (the "Drag-Along Right"), subject to 45 days' prior written notice. The Dragging Shareholder warrants to the Dragged Shareholders that the transaction price represents fair market value. Tax consequences for the Dragged Shareholders, including the 15% capital gains tax on net gains under NIRC s. 24(C) for individuals or 6% for unlisted shares for corporations, shall be borne by the respective Shareholder.
4.
MANAGEMENT AND BOARD GOVERNANCE
Board Composition: The Board of Directors shall comprise five (5) directors: two (2) nominees of Shareholder 1, two (2) nominees of Shareholder 2, and one (1) Independent Director mutually agreed upon by both Shareholders.

Quorum: Quorum for all board meetings shall require at least one nominee director of each Shareholder to be present, in person or by remote communication permitted under RCC s. 52.

Reserved Matters: The following matters shall require a supermajority vote or unanimous shareholder approval before the Corporation proceeds:
The following matters shall require approval of shareholders representing at least 2/3 of the outstanding capital stock:
1. Issuance of new shares or convertible instruments
2. Incurring debt or guarantees exceeding PHP 10,000,000
3. Acquisition or disposal of assets exceeding PHP 5,000,000
4. Amendment of Articles of Incorporation or By-Laws (RCC s. 15, 47)
5. Appointment or removal of the President, CEO, or CFO
6. Voluntary dissolution of the Corporation (RCC s. 134)
7. Merger, consolidation, or amalgamation (RCC s. 75)

Deadlock Resolution: If the Board is unable to resolve a Reserved Matter within 30 days of the first vote, either Party may escalate the matter to the respective founding Shareholders for resolution within 15 days. If the matter remains unresolved, it shall be referred to PDRCi arbitration under RA 9285.

Shareholder Representative: Maria Cristina Reyes for Shareholder 1; Juan Carlos dela Cruz for Shareholder 2.

Voting Trust: Any voting trust agreement entered into under RCC s. 58 by either Shareholder shall be filed with the SEC and notified in writing to the other Shareholders.
5.
TRANSFER RESTRICTIONS AND EXIT MECHANISM
Lock-Up Period: For a period of 24 months from the Effective Date (the "Lock-Up Period"), neither Shareholder may transfer, pledge, hypothecate, or otherwise dispose of their shares to any third party without the prior written consent of all other Shareholders, except for Permitted Transfers as set out below.

Permitted Transfers: Each Shareholder may transfer shares to a wholly owned subsidiary or an entity under common control, provided the transferee executes a Deed of Adherence to this Agreement before the transfer.

IPO Provisions: If the Corporation resolves to undertake an IPO on the Philippine Stock Exchange (PSE), the Shareholders agree to cooperate fully, including SEC registration under the SRC (RA 8799), PSE listing requirements, and applicable lock-up obligations.

Buy-Sell Mechanism (Texas Shoot-Out): In the event of a continuing Deadlock exceeding 90 days, either Shareholder may invoke the buy-sell mechanism by offering to purchase the other's shares at a specified price. The recipient must within 30 days elect to buy or sell at the stated price.

Valuation Methodology: For the purpose of any compulsory or buy-sell transfer under this Agreement, the fair market value of shares shall be determined by EBITDA Multiple, calculated as at the date of the triggering event. If the Parties cannot agree on valuation within 21 days, an independent Certified Public Accountant (jointly nominated or, failing agreement, nominated by the President of the Philippine Institute of CPAs) shall determine the valuation, and such determination shall be final and binding.
6.
DIVIDENDS, INTELLECTUAL PROPERTY AND CONFIDENTIALITY
Dividend Policy: The Board shall declare dividends at its discretion, subject to RCC s. 42 (declaration only out of unrestricted retained earnings) and applicable tax withholding requirements under the National Internal Revenue Code.

Additional policy specified by the Shareholders:
For the first 3 years from the Effective Date, all distributable profits shall be reinvested. Thereafter, a minimum of 20% of distributable profits shall be declared as dividend annually, subject to Board discretion and the requirements of RCC s. 42 (unrestricted retained earnings). Dividends shall be subject to the 10% final withholding tax under NIRC s. 24(B)(2) for resident citizens.

Intellectual Property: All intellectual property created by the Corporation's employees and contractors shall vest exclusively in the Corporation under the Intellectual Property Code (RA 8293).

Additional IP arrangements / carve-outs:
All intellectual property developed by the Corporation's employees and contractors, including the platform software, algorithms, and brand assets, shall vest exclusively in the Corporation under the Intellectual Property Code (RA 8293). No Shareholder shall assert individual ownership of any Corporation IP.

Confidentiality and Data Privacy Act 2012: Each Shareholder shall keep strictly confidential all non-public information relating to the Corporation, including compliance with the Data Privacy Act of 2012 (RA 10173) where personal data is involved.

Additional confidentiality obligations:
Each Shareholder shall maintain strict confidentiality of all non-public Corporation information. Where personal data of customers or employees is involved, the Corporation shall comply with the Data Privacy Act of 2012 (RA 10173) and the implementing rules of the National Privacy Commission.
7.
DISPUTE RESOLUTION AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or validity thereof, shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. ("PDRCi") under the PDRCi Arbitration Rules then in force, in accordance with the Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285). The seat and venue of arbitration shall be Makati City, Philippines, and proceedings shall be conducted in English by a sole arbitrator mutually appointed by the Parties. The arbitral award shall be final and binding and enforceable under the New York Convention (1958). Nothing herein prevents any Party from seeking urgent interim relief from the Regional Trial Court of Makati City, including a Temporary Restraining Order or preliminary injunction under Rule 58 of the 1997 Rules of Civil Procedure, in accordance with Section 28 of RA 9285.
8.
GENERAL PROVISIONS
Entire Agreement: This Agreement, together with the Corporation's Articles of Incorporation and By-Laws and any Schedules hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof. Amendment: No amendment is effective unless made in writing and signed by all Parties (Civil Code Art. 1356). Severability: If any provision is held invalid or unenforceable by a competent court or arbitral tribunal, the remaining provisions shall continue in full force. Waiver: No failure to enforce any provision shall constitute a waiver of future rights. Counterparts: This Agreement may be executed in counterparts. Electronic signatures are valid under the Electronic Commerce Act of 2000 (RA 8792), particularly Sections 7 and 8. SEC Note: If the Corporation is listed or proposes to list on the Philippine Stock Exchange, the Parties shall ensure compliance with the Securities Regulation Code (RA 8799) and applicable SEC and PSE rules, including the Tender Offer Rules under SRC s. 19. Tax Note: Each Shareholder is responsible for their own income tax, dividend tax (10% final withholding under NIRC s. 24(B)(2)), and capital gains tax (15% on net gains under NIRC s. 24(C) for individuals; 6% for unlisted shares for corporations).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
THE CORPORATION
Authorised Signatory
President / Chairman
TechVenture Innovations, Inc.
Date: ____________________
SHAREHOLDER 1
Maria Cristina Reyes
Date: ____________________
SHAREHOLDER 2
Juan Carlos dela Cruz
Date: ____________________

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What is a Shareholders Agreement?

A Shareholders Agreement is a private contract among the shareholders of a Philippine corporation — and often the corporation itself — that supplements the Articles of Incorporation and By-Laws with detailed governance, transfer, and exit terms. In the Philippines, the corporate framework is set by the Revised Corporation Code (Republic Act 11232), which entered into force in 2019 and replaced the old Corporation Code (Batas Pambansa 68). The Articles of Incorporation are public, registered with the Securities and Exchange Commission (SEC), and difficult to amend; the Shareholders Agreement is private, flexible, and the natural place to record bargains among founders, investors, and key shareholders.

Three corporate forms in the Philippines commonly use Shareholders Agreements. The most common is the regular stock corporation with two or more shareholders — minimum five incorporators required under the old Code was abolished, so RA 11232 now permits as few as two. The second is the close corporation under Sections 96 to 104 of the Revised Corporation Code, with no more than twenty shareholders, transfer restrictions in the Articles, and shareholder management; close corporations rely heavily on the Shareholders Agreement for governance detail. The third is the One Person Corporation (OPC) introduced by RA 11232 — a single-shareholder corporation where the Shareholders Agreement is unnecessary on incorporation but becomes relevant if the OPC later admits additional shareholders. The Doxuno template adapts to all three forms.

Three principal regimes intersect with every Philippine Shareholders Agreement. First, corporate law: the Revised Corporation Code (RA 11232) — Sections 22-24 on board of directors, Section 25 on officers, Sections 51-58 on corporate powers, Sections 96-104 on close corporations — and SEC Memorandum Circulars on disclosure and beneficial ownership. Second, securities law for public corporations: the Securities Regulation Code (RA 8799) and Philippine Stock Exchange (PSE) listing rules. Third, contract law: Article 1306 of the Civil Code (Republic Act 386) freedom of contract sets the outer limit for shareholder bargains, with Article 1409 voiding terms contrary to public policy. A well-drafted Shareholders Agreement integrates these regimes and provides a clear answer to every common dispute that may arise across the life of the Filipino business.

What this template covers

The Doxuno Shareholders Agreement template includes every clause needed to govern a Philippine corporation, plus optional Expert sections for investor protection, exit mechanics, and PDRCi arbitration.

Parties and capital structure

Shareholders, classes of shares, par value, and total subscribed capital

Purpose and interpretation

Recitals, defined terms, and order of precedence with Articles/By-Laws

Shareholder rights

Voting, dividends, pre-emption on new issuances, and information rights

Board governance and reserved matters

Board composition, quorum, and matters requiring supermajority approval

Management and officers

CEO, President, Treasurer, Corporate Secretary appointment and removal

Transfer restrictions

Lock-up period, prohibited transferees, and SEC notice obligations

Right of First Refusal (ROFR)

Existing shareholders' right to match third-party offers

Tag-along right

Minority right to join a majority sale on equal terms

Drag-along right

Majority right to compel minority to join a sale above threshold

Dividends, IP, and confidentiality

Dividend policy, IP ownership, and survival of confidentiality

Deadlock and exit mechanism

Russian roulette, Texas shoot-out, or buy-sell on deadlock

Dispute resolution — PDRCi arbitration

Optional institutional arbitration under RA 9285 in Makati

How to create your Shareholders Agreement

No prior legal training required. The Doxuno generator walks you through every section with Philippine-specific guidance for corporate governance and SEC compliance.

  1. 1

    Identify the Company and the shareholders

    Provide the corporate name, SEC registration number under the Revised Corporation Code (RA 11232), TIN issued by the BIR, principal office address, authorized capital stock, subscribed capital, and paid-up capital of the Company. For each shareholder, list full legal name, civil status, citizenship, TIN, current Philippine address, number and class of shares held, and percentage of voting rights. For corporate shareholders, indicate SEC registration of that shareholder. Foreign shareholders trigger the Foreign Investments Act (RA 7042) and the Foreign Investment Negative List — flag this for review by Filipino counsel.

  2. 2

    Set capital structure and shareholder rights

    Specify the classes of shares (common, preferred, founder shares with weighted voting if permitted by the Articles), the rights of each class (voting, dividends, liquidation preference, anti-dilution), and pre-emption rights on new issuances. Article 39 of the Revised Corporation Code grants pre-emptive rights by default unless denied or limited by the Articles of Incorporation. The Shareholders Agreement should clarify the exercise mechanics: notice, response period, and pro-rata calculation. Include information rights — quarterly management accounts, annual audited financials, and access to books and records — beyond the statutory minimum under Section 73 of RA 11232.

  3. 3

    Define board governance and reserved matters

    Set board size, composition (founder seats, investor seats, independent directors), quorum (default majority under Section 25 RA 11232; may be elevated by the Agreement), and meeting frequency. List reserved matters requiring supermajority approval — typically 75% or unanimity — covering: amendment of Articles or By-Laws (Section 15-16 RA 11232 already requires 2/3 vote of stockholders), issuance of new shares, debt above PHP threshold, sale of substantial assets (Section 39 RA 11232), declaration of dividends, change of business, related-party transactions (now subject to SEC Memorandum Circular 10-2019), and dissolution (Section 137-138 RA 11232).

  4. 4

    Set transfer restrictions, ROFR, tag-along, drag-along

    Choose the transfer regime: lock-up period (1-3 years typical), prohibited transferees (competitors, named persons), and notice requirements. Add a Right of First Refusal (ROFR): a shareholder receiving a third-party offer must first offer the shares to existing shareholders on the same terms. Add a tag-along right: if a majority shareholder sells, minority shareholders may join the sale on equal terms — protecting minorities from being left with a new controlling shareholder. Add a drag-along right: if shareholders holding above a threshold (commonly 75%) accept a third-party offer for 100%, they may compel the remaining shareholders to join the sale on the same terms — protecting the majority's exit. These mechanisms are enforceable as personal contractual obligations in the Philippines under Article 1306 of the Civil Code.

  5. 5

    Set deadlock, dispute resolution, and download

    For corporations with two equal blocs, include a deadlock-breaking mechanism: Russian roulette (one party offers a price; the other must buy at that price or sell at it), Texas shoot-out (sealed bid auction), or simple buy-sell at independent valuation. Choose dispute resolution: Regional Trial Court of a designated Philippine venue (commonly Makati, Taguig BGC, Quezon City, Pasig Ortigas, Manila, or Cebu City) or institutional arbitration before the Philippine Dispute Resolution Center, Inc. (PDRCi) under the Alternative Dispute Resolution Act 2004 (RA 9285). PDRCi arbitration is strongly preferred for shareholder disputes because of confidentiality. Doxuno produces a clean PDF — sign and notarize before a Notary Public commissioned by the Executive Judge of the RTC for stronger evidentiary weight.

Why Doxuno documents are different

Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.

Accurate

Country-specific legal content

Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.

Always current

Always current with the law

Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.

Free PDF

Print-ready PDF

Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.

Word · .docx

Editable Word (.docx)

Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.

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Documents you can rely on

Every template is written natively for its country, grounded in the specific statutes that govern it, and kept current as the law changes — never a generic form pushed through translation.

Legal considerations in the Philippines

Shareholders Agreements interact closely with the Articles of Incorporation, the By-Laws, and SEC regulations. The four areas below resolve most Philippine shareholder disputes.

This template is provided for informational purposes only and does not constitute legal advice. For high-value, multi-class, or foreign-investor Shareholders Agreements — especially those involving Foreign Investment Negative List industries, listed companies, or PDIC/BSP-supervised entities — please consult a licensed Philippine lawyer admitted to the Integrated Bar of the Philippines (IBP) and a corporate finance adviser.

Reviewed by legal professionals. The clauses have been reviewed against the Revised Corporation Code (RA 11232), the Securities Regulation Code (RA 8799), SEC Memorandum Circulars on related-party transactions and beneficial ownership, the Civil Code of the Philippines, and the Data Privacy Act 2012, ensuring legal soundness for ordinary Philippine corporations.

Interaction with Articles of Incorporation and By-Laws under RA 11232

Under the Revised Corporation Code (RA 11232), the Articles of Incorporation are filed with the SEC and define the corporate constitution: name, purpose, principal office, term (perpetual by default under Section 11), authorized capital stock, classes of shares, and incorporators. By-Laws govern internal management — meetings, officers, board procedures. The Shareholders Agreement is a private contract among shareholders that may add detail and constraints beyond the Articles and By-Laws but cannot override them where the Code or the Articles prescribe a particular rule. For example, pre-emptive rights granted by Section 39 RA 11232 may be denied or limited only in the Articles, not by Shareholders Agreement alone. Where the Shareholders Agreement and the Articles conflict, the Articles prevail; where the Agreement is silent or supplementary, it binds the signatories as a contract under Article 1306 of the Civil Code of the Philippines. Best practice: ensure the Articles and By-Laws are aligned with the Shareholders Agreement at incorporation, or amend them through SEC filings as soon as material conflicts emerge.

Transfer restrictions, ROFR, tag-along, and drag-along under Philippine law

Transfer restrictions in a Philippine corporation must comply with two principles. First, Section 97 of the Revised Corporation Code permits transfer restrictions in the Articles of Incorporation only for close corporations; for ordinary corporations, restrictions must rest on contractual undertakings of the shareholders themselves through the Shareholders Agreement. Second, restrictions must not be unreasonable: in Padcom Condominium Corp. v. Ortigas Center Association (G.R. No. 146807) and analogous cases, Philippine courts have struck down absolute prohibitions on transfer as contrary to public policy. The Right of First Refusal (ROFR), tag-along, and drag-along rights have been broadly enforced in the Philippines as personal contractual obligations under Article 1306 of the Civil Code, provided they are reasonable in scope. Drag-along rights in particular are enforced with care: the threshold for triggering the drag (commonly 75%) and the protection of minority on price and terms (mandatory equal-terms clause) are scrutinized by the Regional Trial Court when the obligation is enforced. Specific performance and damages under Articles 1191 and 1170-1174 of the Civil Code remain available remedies.

Reserved matters, fiduciary duties, and related-party transactions

Reserved matters in the Shareholders Agreement bind the directors nominated by each shareholder bloc, but Philippine law also imposes fiduciary duties directly on directors that supersede shareholder direction. Sections 30-34 of the Revised Corporation Code (RA 11232) impose duties of loyalty, care, and confidentiality; Section 33 prohibits self-dealing without disclosure and approval; Section 34 prohibits seizing corporate opportunities. SEC Memorandum Circular 10-2019 imposes additional procedural requirements for related-party transactions including independent committee review for material RPTs. The Shareholders Agreement may channel director nominations through specific blocs but cannot override the directors' duty to act in the best interests of the corporation as a whole. Filipino directors who blindly follow shareholder instructions in violation of fiduciary duty face personal liability under Section 30 RA 11232 and possible derivative suits by minority shareholders under SEC Memorandum Circular 6-2019. Reserved matter provisions therefore typically focus on shareholder-level approvals (special meetings, resolutions) rather than director instructions.

Dispute resolution: SEC, RTC, and PDRCi arbitration

Philippine corporate disputes have multiple potential venues. The Securities and Exchange Commission has primary jurisdiction over registration, beneficial ownership, and disclosure matters under SEC Memorandum Circulars 15-2019 and 17-2019. The Regional Trial Court has jurisdiction over intra-corporate controversies under the Securities Regulation Code (RA 8799) Section 5.2 — including disputes over election or qualification of directors, derivative suits, oppression or fraud claims, and transfer restrictions. Special Commercial Courts within the RTC handle these matters under A.M. No. 03-03-03-SC and A.M. No. 01-2-04-SC. As a faster, more confidential alternative, the Shareholders Agreement may include an arbitration clause under the Alternative Dispute Resolution Act 2004 (RA 9285) referring disputes to the Philippine Dispute Resolution Center, Inc. (PDRCi) in Makati. The Supreme Court of the Philippines in Korea Technologies Co., Ltd. v. Lerma (G.R. No. 143581) confirmed the strong public policy favoring arbitration. Provisional injunctive relief — for example to suspend a contested share transfer pending the award — remains available from the RTC under Section 28 of RA 9285 in support of arbitration, and is critical in shareholder disputes where time is often of the essence in the Philippines.

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