Form Of Articles Of Incorporation

Form of articles of incorporation is stated in SEC. 15 RA No. 68 also know as "The Corporation Code of the Philippines" as follows:

SEC. 15. Form of articles of incorporation. - Unless otherwise prescribed by special law, articles of incorporation of all domestic corporations shall comply substantially with the following form:

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;

     FIFTH: That the names, nationalities and residences of the incorporators of the corporation are as follows:

          NAME                      NATIONALITY                    RESIDENCES

____________________    ______________________    ___________________

____________________    ______________________    ___________________
____________________    ______________________    ___________________

____________________    ______________________    ___________________

____________________    ______________________    ___________________

     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                    RESIDENCES

____________________    ______________________    ___________________

____________________    ______________________    ___________________
____________________    ______________________    ___________________

____________________    ______________________    ___________________

____________________    ______________________    ___________________

     SEVENTH: That the authorized capital stock of the corporation is _______________________________ (P ________) ___________ 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.

     EIGHT:     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   AMOUNT SUBSCRIBED

                                                                            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 subscriptions (or fees) or contributors 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 Incoporation, this ______ day of _________, 19 _______, in the City/Municipality of _________________, Province of _____________, Republic of the Philippines.

_____________________________     _____________________________

_____________________________     _____________________________

                            ________________________________

     (Names and signature of the incoporators)

SIGNED IN THE PRESENCE OF:

_____________________________________     _____________________________

(Notarial Acknowledgment)

TREASURER'S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES

CITY/MUNICIPALITY OF ___________________________

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 _____ 

Contents Of Articles Of Incorporation

SEC. 14 of of RA No. 68 of The Corporation Code of the Philippines refers to the Contents of articles of incorporation with details as follows:

SEC. 14. Contents of articles of incorporation. - All corporations organized under this code shall file with Securities and Exchange Commission articles of incorporation in any of the official languages, duly signed and acknowledged by all the incorporators, containing substantially the following matters, except as otherwise prescribed by this Code or by special law:

1. The name of the corporation;

2. The specific purpose or purposes for which the corporation is being incorporated. Where a corporation has more than one stated purpose, the articles of incorporation shall state which is the primary purpose and which is/are the secondary purpose or purposes: Provided, That a non-stock corporation may not include a purpose which would change or contradict its nature as such;

3. The place where the principal office of the corporation is to be located, which must be within the Philippines;

4. The term for which the corporation is to exist;

5. The names, nationalities and residences of the incorporators;

6. The number of directors or trustees, which shall not be less than five (5) nor more than fifteen (15);

7. The names, nationalities and residences of the persons who shall act as directors or trustees until the first regular directors or trustees are duly elected and qualified in accordance with this Code;

8. If it be a stock corporation, the amount of its authorized capital stock in lawful money of the Philippines, the number of shares into which it is divided, and in case the shares are par value shares, the par value of each, the names, nationalities and residences of the original subscribers, ad the amount subscribed and paid by each on his subscription, and if some or all of the shares are without par value, such fact must be stated;

9. If it be a non-stock corporation, the amount of its capital, the names, nationalities and residences of the contributors and the amount contributed by each; and 

10. Such other matters are not inconsistent with law and which the incorporators may deem necessary and convenient.

The Securities and Exchange Commission shall not accept the articles of incorporation of any stock corporation unless accompanied by a sworn statement of the Treasurer elected by the subscribers showing that at least twenty-five (25%) percent of the authorized capital stock of the corporation has been subscribed, and at least twenty-five (25%) percent of the total subscription has been fully paid to him in actual cash and/or in property the fair valuation of which is equal to at least twenty-five (25%) percent of the said subscription, such paid-up capital being not less than five thousand (P5,000.00) pesos.