An Act Creating the Bangsamoro Development Corporation, Defining Its Powers and Functions, Providing Funds Therefor, and for Other Purposes

This charters a Bangsamoro Development Corporation — a government-owned corporation with the region and its local governments as shareholders.

The capital structure is the heart of it. Capital stock of ₱50,000,000, divided into 500,000 shares with a par value of ₱100 each, and no stock may be issued below par or for anything but cash. At least 51% must be subscribed by the Bangsamoro Government; the remainder may be offered to the provincial, municipal and city governments within the region. Ten percent of the value of all subscribed stock is paid at subscription, and the balance is callable on a vote of 3 fifths of the Board with the approval of the finance minister.

Voting power follows ownership: the region's stock is voted by the Chief Minister or his designee, and a local government's stock by that government's chief executive. So a province or city that subscribes gets a vote proportionate to its money, exercised by its own governor or mayor.

The corporation is subject to the existing corporation laws and holds the general powers of a corporation plus what it needs for its mandate, managed by a Board of Trustees with enumerated functions and responsibilities.

A regional government that wants to invest — in infrastructure, in enterprises, in joint ventures — cannot easily do it through a ministry. Ministries spend appropriations within a fiscal year, cannot hold equity, and cannot borrow. A chartered corporation can do all 3, and the registry shows the region reaching for that instrument repeatedly: an electrification corporation in Bill No. 263, an energy corporation in Bill No. 33, and this general-purpose one.

Offering the minority stake to local governments is the design choice that distinguishes it. It gives provinces, cities and municipalities a way to co-invest in regional projects and a seat, through their own chief executives, in deciding what the corporation does.

The 10% paid-in requirement is the provision that makes this charter workable and also the one that carries the risk. Paying a tenth at subscription means the region can charter the corporation for about ₱2.5 million of actual cash against a ₱25.5 million subscription, which is how a government with a cash-based budget can capitalise an entity at all. It also means 90% of the capital is a liability that can be called by a 3-fifths Board vote — and while the finance minister must approve, the call falls on a government whose appropriations expire annually. The registry's 5 budget-extension acts are evidence that this region struggles to spend money inside its fiscal year, let alone produce an unbudgeted call.

Letting local governments subscribe is the more interesting half, and the bill does not follow it through. A province that buys shares gets a vote exercised by its governor, which creates a corporation whose board answers partly to local chief executives with their own constituencies and projects. That could be a genuine mechanism for co-financing regional infrastructure, or a vehicle for directing corporate activity toward particular municipalities. The charter says nothing about conflict of interest, related-party transactions, or what happens when the corporation's commercial judgement and a shareholder-mayor's interest diverge.

Set beside the other corporate charters in this registry, the pattern is of a region building commercial instruments faster than it is building the oversight for them. Bill No. 263's electrification corporation carries a ₱100 million capitalisation, a provision that no court below the Court of Appeals may enjoin its orders, and a rule deeming transactions approved after 30 days of ministerial silence. This charter is more conventional, and like the others it has not moved past Committee Stage — so the region has legislated none of them.