How does the articles of incorporation of a Philippine corporation look like? Under Section 15 of the Philippine Corporation Code, the articles of incorporation of Philippine corporations must comply substantially with the form below (unless otherwise prescribed by special laws). Note that the SEC may have imposed special requirements that may affect the form below (which is found in Section 15 of the Corporation Code). Hence, you should consult a Philippine lawyer if you wish to incorporate a Philippine corporation:
ARTICLES OF INCORPORATION OF
__________________________
(Name of Corporation)
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and a majority of whom are residents of the Philippines, have this day voluntarily agreed to form a (stock) (non-stock) corporation under the laws of the Republic of the Philippines;
AND WE HEREBY CERTIFY:
FIRST: That the name of said corporation shall be “___________, INC. or CORPORATION”;
SECOND: That the purpose or purposes for which such corporation is incorporated are: (If there is more than one purpose, indicate primary and secondary purposes);
THIRD: That the principal office of the corporation is located in the City/Municipality of _______, Province of _______, Philippines;
FOURTH: That the term for which the said corporation is to exist is ___ years from and after the date of issuance of the certificate of incorporation;
FIFTH: That the names, nationalities and residences of the incorporators of the corporation are as follows:
NAME NATIONALITY RESIDENCE
______ _____________ __________
______ _____________ __________
______ _____________ __________
______ _____________ __________
______ _____________ __________
SIXTH: That the number of directors or trustees of the corporation shall be _______; and the names, nationalities and residences of the first directors or trustees of the corporation are as follows:
NAME NATIONALITY RESIDENCE
______ _____________ __________
______ _____________ __________
______ _____________ __________
______ _____________ __________
______ _____________ __________
SEVENTH: That the authorized capital stock of the corporation is ______________________ (P___________) PESOS in lawful money of the Philippines, divided into __________ shares with the par value of ____________________ (P_____________) Pesos per share.
(In case all the shares are without par value):
That the capital stock of the corporation is ______________ shares without par value. (In case some shares have par value and some are without par value): That the capital stock of said corporation consists of _____________ shares of which ______________ shares are of the par value of _________________ (P____________) pesos each, and of which _________________ shares are without par value.
EIGHTH: That at least twenty five (25%) percent of the authorized capital stock above stated has been subscribed as follows:
Name of Subscriber Nationality No of Shares Subscribed Amount Subscribed
________________ ________ ______________ _______________
________________ ________ ______________ ______________
________________ ________ _____________ _______________
________________ ________ _____________ _______________
________________ ________ _____________ _______________
NINTH: That the above-named subscribers have paid at least twenty-five (25%) percent of the total subscription as follows:
Name of Subscriber Amount Subscribed Total Paid-In
________________ ________________ ___________
________________ ________________ ___________
________________ ________________ ___________
________________ ________________ ___________
________________ ________________ ___________
(Modify Nos. 8 and 9 if shares are with no par value. In case the corporation is non-stock, Nos. 7, 8 and 9 of the above articles may be modified accordingly, and it is sufficient if the articles state the amount of capital or money contributed or donated by specified persons, stating the names, nationalities and residences of the contributors or donors and the respective amount given by each.)
TENTH: That _____________________ has been elected by the subscribers as Treasurer of the Corporation to act as such until his successor is duly elected and qualified in accordance with the by-laws, and that as such Treasurer, he has been authorized to receive for and in the name and for the benefit of the corporation, all subscription (or fees) or contributions or donations paid or given by the subscribers or members.
ELEVENTH: (Corporations which will engage in any business or activity reserved for Filipino citizens shall provide the following):
“No transfer of stock or interest which will reduce the ownership of Filipino citizens to less than the required percentage of the capital stock as provided by existing laws shall be allowed or permitted to be recorded in the proper books of the corporation and this restriction shall be indicated in all the stock certificates issued by the corporation.”
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this ____ day of _____, 19 ______ in the City/Municipality of ________, Province of ______, Republic of the Philippines.
(Names and signatures of the incorporators)
SIGNED IN THE PRESENCE OF:
__________________ __________________
(Notarial Acknowledgment)
TREASURER’S AFFIDAVIT
REPUBLIC OF THE PHILIPPINES )
CITY/MUNICIPALITY OF ) S.S.
PROVINCE OF )
I, ____________________, being duly sworn, depose and say:
That I have been elected by the subscribers of the corporation as Treasurer thereof, to act as such until my successor has been duly elected and qualified in accordance with the by-laws of the corporation, and that as such Treasurer, I hereby certify under oath that at least 25% of the authorized capital stock of the corporation has been subscribed and at least 25% of the total subscription has been paid, and received by me, in cash or property, in the amount of not less than P5,000.00, in accordance with the Corporation Code.
____________________
(Signature of Treasurer)
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City/Municipality of _____ Province of _________, this ___day of _____, 19 _____; by___ with Res. Cert. No. ______ issued at ______ on _____, 19_____
NOTARY PUBLIC
My commission expires on
_________, 19 _____
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of 19____ (7a)
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