Regulatory Framework for Business Transactions is the largest single subject on the CPALE at 100 items, sat on Day 2 afternoon of the October 24-26, 2026 exam. It is also the subject where the gap between knowing a concept and scoring the mark is widest, because so many items resolve to a number: a voting threshold, a peso ceiling, a prescriptive period, a deadline.
This page collects those numbers, organized by the areas in BOA Resolution No. 30. For how the 100 items are allocated across those areas, see our RFBT coverage and Table of Specifications guide.
Five figures changed recently enough that most printed reviewers still carry the old value. They are marked changed below, and they are the cheapest marks in the subject.
Corporations, 30 items
The Revised Corporation Code, RA 11232, carries the largest block in the subject. Learn the voting requirements as a set, because items are written to make you confuse a majority with two thirds.
Formation and existence
| Item | Requirement |
|---|---|
| Incorporators | 2 to 15, or 1 for a One Person Corporation |
| Directors | 2 to 15; trustees of a non-stock corporation may exceed 15 |
| Term of a director | 1 year; trustees, 3 years |
| Independent directors, corporation vested with public interest | At least 20% of the board |
| Corporate term | Perpetual, unless the articles provide otherwise |
| Minimum capital stock | None, unless a special law requires it |
| Failure to commence business after incorporation | Certificate deemed revoked after 5 years |
| Continuous inoperation | Delinquent after 5 consecutive years, with 2 years to resume |
| One Person Corporation, officers | Treasurer, corporate secretary and others within 15 days of the certificate, notify the Commission within 5 days of appointment |
| General Information Sheet | Filed within 30 days of the annual meeting |
Voting requirements
| Corporate act | Board | Stockholders |
|---|---|---|
| Amend the articles of incorporation | Majority | 2/3 of outstanding capital stock |
| Adopt bylaws | Not part of the vote | Majority of outstanding capital stock |
| Amend bylaws | Majority | Majority of outstanding capital stock |
| Delegate the power to amend bylaws to the board | Not part of the vote | 2/3 of outstanding capital stock |
| Increase or decrease capital stock | Majority | 2/3 of outstanding capital stock |
| Incur, create or increase bonded indebtedness | Majority | 2/3 of outstanding capital stock |
| Sell all or substantially all assets | Majority | 2/3 of outstanding capital stock |
| Merge or consolidate | Majority | 2/3 of outstanding capital stock |
| Invest funds in another business or purpose | Majority | 2/3 of outstanding capital stock |
| Declare stock dividends | Majority | 2/3 of outstanding capital stock |
| Declare cash dividends | Majority | Not required |
Exam trap: cash dividends are a board act alone. Stock dividends need two thirds of the outstanding capital stock. An item that gives you both in the same fact pattern is testing exactly this.
Second trap: adopting bylaws and amending them are not the same vote. Adoption needs only the stockholders, at a majority of outstanding capital stock. Amendment needs a majority of the board and a majority of outstanding capital stock. Delegating the power to amend to the board is a stockholder act at two thirds, and the stockholders can revoke that delegation by a simple majority.
Meetings, notice and appraisal
| Item | Period |
|---|---|
| Notice of a regular stockholders' meeting | At least 21 days prior, in writing |
| Notice of a special stockholders' meeting | At least 1 week prior, in writing |
| Quorum, stockholders' meeting | Majority of outstanding capital stock, unless otherwise provided |
| Quorum, board meeting | Majority of the directors |
| Election of directors | Stockholders representing a majority of outstanding capital stock must be present |
| Appraisal right, written demand | Within 30 days from the date the vote was taken |
| Appraisal, referral to three disinterested appraisers | If no agreement on fair value within 60 days of the approval of the corporate action |
| Payment of the appraisers' award | Within 30 days after the award, on surrender of the certificate |
| Sale of delinquent shares at public auction | Not less than 30 days nor more than 60 days from the date of delinquency |
Obligations and contracts, 12 items
Prescriptive periods under the Civil Code are pure recall and appear nearly every cycle.
| Action | Period |
|---|---|
| Real action over immovables | 30 years |
| Action upon a written contract | 10 years |
| Action upon an obligation created by law | 10 years |
| Action upon a judgment | 10 years |
| Recovery of movables | 8 years |
| Action upon an oral contract | 6 years |
| Action upon a quasi-contract | 6 years |
| Action upon a quasi-delict | 4 years |
| Action for injury to the rights of the plaintiff | 4 years |
| Rescission of a rescissible contract | 4 years |
| Annulment of a voidable contract | 4 years |
| Forcible entry and unlawful detainer | 1 year |
| Defamation | 1 year |
| Action to declare a contract void | Imprescriptible |
The four-year annulment period runs from different events depending on the defect: from the time the intimidation, violence or undue influence ceases; from the discovery of the mistake or fraud; and from the end of guardianship for contracts entered into by minors or incapacitated persons.
The legal rate of interest is 6% per year where no rate is stipulated.
Sales and credit transactions, 6 items
| Item | Period or value |
|---|---|
| Action on warranty against hidden defects | 6 months from delivery |
| Redhibitory action for defects in animals | 40 days from delivery |
| Maceda Law, buyer who has paid at least 2 years of installments | Grace period of 1 month for every year of installments paid |
| Maceda Law, cash surrender value | 50% of total payments, plus 5% per year after the fifth year, capped at 90% |
| Maceda Law, buyer who has paid less than 2 years | Grace period of 60 days |
| Maceda Law, cancellation | Effective 30 days after receipt of the notarial notice and on full payment of the cash surrender value |
| Redemption after extrajudicial foreclosure, natural person | 1 year from registration of the certificate of sale |
| Redemption by a juridical person, mortgage to a bank | Until registration of the certificate of sale, or 3 months after foreclosure, whichever is earlier |
Partnerships, 6 items
A partnership with a capital of ₱3,000 or more in money or property must appear in a public instrument and be recorded with the Securities and Exchange Commission. Contribution of immovable property requires a public instrument with an attached inventory, otherwise the partnership is void.
An industrial partner shares in profits but is not liable for losses as between the partners, though this does not protect them from third persons.
Anti-Money Laundering Act, 6 items
Thresholds are the whole game here, and one word separates the first row from the rest.
| Covered transaction | Threshold |
|---|---|
| Cash or equivalent monetary instrument, general | A total exceeding ₱500,000 within one banking day. Not a single transaction |
| Jewelry dealers and dealers in precious metals or stones | Exceeding ₱1,000,000 |
| Casino cash transaction | Exceeding ₱5,000,000 |
| Real estate developers and brokers, cash transaction | Exceeding ₱7,500,000 |
| Obligation | Period |
|---|---|
| File a covered transaction report | Within 5 working days of occurrence |
| File a suspicious transaction report | Within the next working day from the date suspicion is established. The Act says 5 working days "unless the AMLC prescribes a different period", and the AMLC's rules have required the next working day since 1 February 2020 |
| Retain records | 5 years from the date of the transaction |
| Freeze order by the Court of Appeals, ex parte | Effective 20 days, extendible up to 6 months |
Cooperatives, 5 items
| Item | Requirement |
|---|---|
| Members of a primary cooperative | At least 15 natural persons |
| Maximum shareholding of a single member | 10% of share capital |
| Reserve fund from net surplus | At least 10%, and at least 50% during the first five years after registration |
| Education and training fund | Not more than 10% of net surplus |
| Community development fund | Not less than 3% of net surplus |
| Optional fund, land and building, and any other necessary fund | 7% of net surplus for all three combined |
Lock in RFBT law and regulation.
Practice RFBT questions with AI explanations. Seven days free, no card.
Financial rehabilitation and insolvency, 5 items
Under the Financial Rehabilitation and Insolvency Act, RA 10142:
| Item | Requirement |
|---|---|
| Court action on a petition | Within 5 working days |
| Out-of-court restructuring, secured creditors | 67% of secured obligations |
| Out-of-court restructuring, unsecured creditors | 75% of unsecured obligations |
| Out-of-court restructuring, total | 85% of total liabilities |
| Voluntary liquidation, individual debtor | Debts exceeding ₱500,000 |
| Involuntary liquidation, individual debtor | A creditor or creditors whose claims total at least ₱500,000 |
| Involuntary liquidation, juridical debtor | 3 or more creditors whose claims total at least ₱1,000,000 or 25% of subscribed capital stock or partners' contributions, whichever is higher |
Exam trap: the three-creditor test with the ₱1,000,000 floor is the juridical debtor rule. The giveaway is the phrase "subscribed capital stock". An individual debtor can be pushed into involuntary liquidation by a single creditor at half that amount. Note also that voluntary liquidation for an individual requires debts exceeding ₱500,000, so at exactly ₱500,000 the petition does not lie.
Insurance, 3 items
| Item | Period |
|---|---|
| Incontestability | 2 years from issue or last reinstatement |
| Grace period, life policy | 30 days, or one month |
| Payment of a life claim | Within 60 days after proof of death |
| Payment of a non-life claim | Within 30 days after proof of loss is received and the loss is ascertained by agreement or arbitration |
| Stipulated period to sue | Cannot be less than 1 year from the time the cause of action accrues, which is the final rejection of the claim |
Data Privacy Act, 3 items
| Item | Requirement |
|---|---|
| Breach notification to the National Privacy Commission and data subjects | Within 72 hours of knowledge of the breach. The Act itself says only "promptly"; the 72 hours comes from the implementing rules |
| Registration of a data processing system | At least 250 employees, or processing sensitive personal information of at least 1,000 individuals. Registration is also required where the processing is likely to pose a risk to data subjects' rights, or is not occasional, whatever the headcount |
The 2% areas
Each of these carries two items. They are small individually and 24 items together, which is more than partnerships, cooperatives, insolvency, insurance and data privacy combined. This is the block most candidates skim.
| Area | Numbers to know |
|---|---|
| Bouncing Checks, BP 22 | Check presented within 90 days of its date. Failure to pay within 5 banking days of notice of dishonor is prima facie evidence of knowledge. Penalty is 30 days to 1 year, or a fine of up to double the amount capped at ₱200,000, or both |
| PDIC Law | Maximum deposit insurance coverage is ₱1,000,000 per depositor, per bank — changed from ₱500,000 on 15 March 2025. Claims are filed within 2 years of the receiver's actual takeover of the closed bank, which is not the same date as the closure order |
| Philippine Competition Act | Merger notification when size of party reaches ₱9.1 billion and size of transaction reaches ₱3.8 billion — changed on 1 March 2026 from ₱8.5 billion and ₱3.5 billion. Both thresholds must be met |
| Government Procurement Law | Governed by the New Government Procurement Act, RA 12009 — changed, its implementing rules took effect 25 February 2025 and expressly repealed RA 9184 |
| Truth in Lending Act | Civil liability is twice the finance charge, not less than ₱100 nor more than ₱2,000 per transaction |
| Ease of Doing Business Act | 3 working days for simple transactions, 7 for complex, 20 for highly technical |
| Electronic Commerce Act | Fine of at least ₱100,000 and imprisonment of 6 months to 3 years |
| Social Security Law | Contribution rate 15% of the monthly salary credit — changed from 14% in January 2025 — split 10% employer and 5% employee, on a salary credit range of ₱5,000 to ₱35,000 |
| Labor Law | The blueprint scopes this to labor standards, so learn pay and leave rather than termination. 13th month pay on or before 24 December to anyone who worked at least 1 month. Service incentive leave 5 days after one year. Night shift differential 10% for work between 10 pm and 6 am. Overtime 25% on an ordinary day and 30% on a rest day or holiday. Maternity leave 105 days, with 15 more for a solo parent and 60 days for miscarriage. Paternity leave 7 days. Solo parent parental leave 7 days, now — changed — after only 6 months of service instead of one year |
| Intellectual Property Law | Patent 20 years from filing. Utility model 7 years, no renewal. Industrial design 5 years, renewable twice. Trademark 10 years, renewable. Copyright is the life of the author plus 50 years |
| Secrecy of Bank Deposits | No peso threshold. Learn the exceptions instead: written permission, impeachment, a court order in bribery or dereliction of duty cases, where the deposit is the subject matter of litigation, and inquiries under the Anti-Money Laundering Act |
| Consumer Protection | Few fixed figures. Focus on the rules on deceptive, unfair and unconscionable sales acts, warranties and product liability |
The five numbers your reviewer probably has wrong
| Item | Outdated | Current | Since |
|---|---|---|---|
| PDIC maximum deposit insurance coverage | ₱500,000 | ₱1,000,000 | 15 March 2025 |
| SSS contribution rate | 14% | 15% | January 2025 |
| Merger notification, size of party and size of transaction | ₱8.5B and ₱3.5B | ₱9.1B and ₱3.8B | 1 March 2026 |
| Government procurement statute | RA 9184 | RA 12009 | Implementing rules effective 25 February 2025 |
| Solo parent leave, service requirement | 1 year | 6 months | RA 11861, 2022 |
All five took effect before 24 October 2026, so all five are examinable at their current values. For the general rule on which laws are in force for this sitting, see what is examinable in the October 2026 CPALE.
The competition thresholds are re-indexed annually against nominal GDP growth, so treat that row as a figure to confirm rather than memorize once.
How to drill 100 items of memory work
Regulatory Framework rewards spaced repetition more than any other subject, and the final six weeks are enough time if you use them deliberately.
- Learn the corporate voting requirements as one block. Almost everything is a majority of the board plus two thirds of outstanding capital stock. Learn the exceptions to that pattern, not each act separately.
- Group prescriptive periods by length, not by source. Everything that is four years belongs on one card. The eight-year and thirty-year periods are lonely enough to remember by their oddity.
- Spend real time on the 2% areas. Twenty-four items sit in areas most candidates skim, and each one is a single fact rather than an analysis. That is the best return per minute in the subject.
- Test yourself on thresholds cold. Recognizing ₱7,500,000 when you see it is not the same as producing it when the item gives you a real estate broker and a cash sale.
For the concepts underneath these numbers, our Revised Corporation Code guide covers the corporate block in depth.
Practise against current law
Numbers you have only read are not yet numbers you can retrieve under a clock. The 6,100+ questions on cpareview.ph are maintained against current law, including the deposit insurance and procurement changes above, and the AI tutor will explain why a threshold applies. Start your free 7-day trial.
Key takeaway
Regulatory Framework is 100 items and a large share of them are recall. Learn the corporate voting pattern and its exceptions, the prescriptive periods grouped by length, and the anti-money laundering thresholds. Then check the five figures that changed since your reviewer was printed, because those are marks your competitors will drop.
Sources
- Republic Act No. 11232, Revised Corporation Code
- Republic Act No. 10142, Financial Rehabilitation and Insolvency Act
- Republic Act No. 9520, Philippine Cooperative Code
- Anti-Money Laundering Council — laws and issuances — covered transaction thresholds and reporting periods
- PDIC — Increase in Maximum Deposit Insurance Coverage — ₱1,000,000 effective 15 March 2025
- SSS — contribution rate increase to 15%
- PCC adjusts the merger notification thresholds effective March 2026
- GPPB — effectivity and transitory periods under RA 12009
Last updated: September 2026, for the October 24-26, 2026 CPALE. Thresholds that are periodically re-indexed, notably the competition thresholds, should be confirmed before the exam.