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Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
AT A GLANCE:
Management contracts are legal agreements that enable one company to have control of another business’s operations. Business owners often sign these written agreements directly with the management company.
Before a corporation may enter into a management contract, the law requires that it must comply first with a specific vote requirement and circumstances.
The law says –
Under Section 43 of the Revised Corporation Code, a corporation has the power to enter into Management Contract, to wit:
No corporation shall conclude a management contract with another corporation unless such contract is approved by the board of directors and by the stockholders owning at least the majority of the outstanding capital stock, or by at least a majority of the members in the case of a nonstock corporation, or both the managing and the managed corporation, at a meeting duly called for the purpose:
Provided, That:
(a) where a stockholder or stockholders representing the same interest of both the managing and the managed corporations own or control more than one-third (1/3) of the total outstanding capital stock entitled to vote of the managing corporation; or
(b) where a majority if the members of the board of directors of the managing corporation also constitute a majority of the members of the board of directors of the managed corporation, then the management contract must be approved by the stockholders of the managed corporation owning at least two-thirds (2/3) of the total outstanding capital stock entitled to vote, or by at least two-thirds (2/3) of the members in the case of a nonstock corporation.
These shall apply to any contract whereby a corporation undertakes to manage or operate all or substantially all of the called services contracts, operating agreements or otherwise: Provided, however, That such service contracts or operating agreements which relate to the exploration, development exploitation or utilization of natural resources may entered into such periods as may be provided by the pertinent laws or regulations.
No management contracts shall be entered into for period longer that five (5) years for any one term.
Source: https://www.upcounsel.com/management-contracts, Section 43 of the Revised Corporation Code,
Related article: Walking through the essential traits of contracts
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