De Facto Corporations

SEC. 20 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" refers to De facto corporations as follows:

SEC. 20. De facto corporations.  The due incorporation of any corporation claiming in good faith to be a corporation under this Code,  and its right to exercise corporate powers, shall not be inquired into collaterally in any private suit to which such corporation may be a party. Such inquiry may be made by the Solicitor  General in quo warranto proceeding.

List Of Accredited Tax Practitioners and Effects of Accreditation

Section 6 of Revenue Regulations No. 14 - 2010 refers to the Effects of Accreditation as follows:

Section 6. Effects of Accreditation. Only those Tax Agents/ Practitioners, Partners or Officers of general Professional Partnerships, or Officers or Directors of Corporate entities engaged in tax practice who have been issued certificate of Accreditation or ID card shall be allowed to represent a taxpayer or transact business with the Bureau of Internal Revenue in representation of taxpayer for the purposed(s) defined in these regulations. The Commissioner or his authorized representative shall only consider as valid document/attachments to tax returns, information returns or other statements or reports required by the Code or Regulations, the financial statements prepared, signed and certified by duly accredited tax practitioners. The BIR can refuse to transact official business with tax practitioners who are not accredited before it and shall required that certain official statements such as returns, financial statements, reports, protests, requests for ruling, official correspondence and other statements, paper or documents filed on behalf of a taxpayer be signed or certified to by accredited persons which shall bear the following information below the signature of the latter.

Please refer http://www.bir.gov.ph/images/bir_files/internal_communications_1/Lists/RNAB-Report2015July%2031.pdf of the List of Accredited Tax Practitioners as of July 2015.

The Commencement Of Corporate Existence

With regards to the commencement of corporate existence, SEC 19 of Bilang Pambansa 68 "The Corporation Code of the Philippines" would be the reference with details as follows:

SEC. 19. Commencement of corporate existence. A private corporation formed or organized under this Code commences to have corporate existence and juridical personality and is deemed incorporated from the date the Securities and Exchanged Commission issues a certificate of incorporation under its official seal; and thereupon the incorporators, stockholders/members and their successors shall constitute a body politic and corporate under the name stated in the articles of incorporation for the period of time mentioned therein, unless said period is extended or the corporation is  sooner dissolved in accordance wit law.

Corporate Name

Under SEC. 18 of Batas Pambansa Blg. 68 "The Corporation Code of the Philippines" refers to the Corporate name with details as follows:

SEC. 18. Corporate name. - No corporate name may be allowed by the Securities and Exchange Commission if the proposed name is identical or deceptively or confusingly similar to that of any existing corporation or to any other name already protected law or is patently deceptive, confusing or contrary to existing laws. When a change in the corporate name is approved, the Commission shall issue an amended certificate of incorporation under the amended name.

Grounds When Articles Of Incorporation Or Amendment May Be Rejected Or Disapproved

Grounds when the articles of incorporation or amendment may be rejected or disapproved is stated in SEC. 17 of RA No. 68 "The Corporation Code of the Philippines" with details as follows:

SEC. 17. Grounds when articles of incorporation or amendment may be rejected or disapproved. - The Securities and Exchange Commission may reject the articles of incorporation or disapprove any amendment thereto if the same is not in compliance with the requirements of this Code: Provided, That the Commission shall give the incorporators a reasonable time within which to correct or modify the objectionable portions of the articles or amendment. The following are ground for such rejection or disapproval:

1. That the articles of incorporation or any amendment thereto is not substantially in accordance with the form prescribed herein;

2. That the purpose or purposes of the corporation are patently unconstitutional, illegal, immoral, or contrary to government rules and regulations;

3. That the Treasurer's Affidavit concerning the amount of capital stock subscribed and/or paid is false;

4. That the percentage of ownership of the capital stock to be owned by citizens of the Philippines has not been complied with as required by existing laws or the Constitution.

No articles of incorporation or amendment to articles of incorporation of banks, banking and quasi-banking institutions, building and loan associations, trust companies, public utilities, educational institutions, and other corporations governed by special laws shall be accepted or approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such articles or amendment is in accordance with law. (n)

Amendment Of Articles Of Incorporation

In case if it is necessary for a corporation to amend its articles of incorporation, the reference would be SEC. 16 of RA No. 68 "The Corporation Code of the Philippines" with details as follows:

SEC. 16. Amendment of articles of incorporation. - Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal right of dissenting stockholder in accordance with the provision of this Code, or the vote or written assent of at least two-thirds (2/3) of the members if it be a non-stock corporation.

The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Such articles, as amended, shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees stating the fact that said amendment or amendments have been duly approved by the required vote of the stockholders or members, shall be submitted to the Securities and Exchange Commission.

The amendments shall take effect upon their approval by the Securities and Exchange Commission or from the date of filing with the said Commission if not acted upon within six (6) month from the date of filing for a cause not attributable to the corporation.

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.

Minimum Capital Stock Required Of Stock Corporations And Amount Of Capital Stock To Be Subscribed And Paid For Purposes Of Incorporation

The Minimum capital stock required of stock corporations and Amount of capital stock to be subscribed and paid for purposes of incorporation are stated in SEC. 12 and SEC 13 of The Corporation Code of the Philippines with details as follows:

SEC. 12. Minimum capital stock required of stock corporations. - Stock corporations incorporated under this Code shall not be required to have any minimum authorized capital stock except as otherwise specifically provided for by special law, and subject to the provisions of the following section.

SEC. 13. Amount of capital stock to be subscribed and paid for purposes of incorporation. - At least twenty-five (25%) percent of the authorized capital stock as stated in the articles of incorporation must be subscribed at the time of incorporation, and at least twenty-five (25%) percent of the total subscription must be paid upon subscription, the balance to be payable on a date or dates fixed in the contract of subscription without need of call, or in the absence of a fixed date or dates, upon call by the board of directors: Provided, however, That in no case shall the paid-up capital be less than five thousand (P5,000.00) pesos.

Number And Qualifications Of Incorporators and Corporate Term

SEC. 10 and SEC. 11. of RA No. 68 also known as "The Corporation Code of the Philippines" refers to the number and qualifications of incorporators and corporate term as follows:

SEC. 10 - Number and qualifications of incorporators. - Any number of natural persons not less than five (5) but not more than fifteen (15) , all of legal age and a majority of whom are residents of the Philippines, may form a private corporation for any lawful purpose or purposes. Each of the incorporators of a stock corporation must own or be a subscriber to at least one (1) share of the capital stock of the corporation.

SEC. 11. Corporate term. - A Corporation shall exist for a period not exceeding fifty (50) years from the date of incorporation unless sooner dissolved or unless said period is extended. The corporate term, as originally stated in the articles of incorporation, may be extended for periods not exceeding fifty (50) years in any single instance by an amendment of the articles of incorporation, in accordance with this Code: Provided, That no extension can be made earlier than five (5) years prior to the original or subsequent expiry date unless there are justifiable reasons for an earlier extensions as may be determined by the Securities and Exchange Commission.

Please refer http://philippinetaxtalk.blogspot.com/2015/08/corporators-incorporators-stockholders.html of the full text of "The Corporation Code of the Philippines".