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".

Corporators, Incorporators, Stockholders and Members

SEC. 5. of RA No. 68 also known as "The Corporation Code of the Philippines" refers to the Corporators and incorporators, stockholders and members as follows:

SEC. 5. Corporators and incorporators, stockholders and members. - Corporators are those who compose a corporation, whether as stockholders or as members. Incoporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof.

Corporators in a stock corporation are called stockholders or shareholders. Corporators in a non-stock corporation are called members.

Please refer  http://www.sec.gov.ph/laws/pdf/Corporation%20Code%20of%20the%20Philippines.pdf of the full text of RA No. 68 "The Corporation Code of the Philippines".

Definition of Corporation and Classes of Corporations

SEC. 1 of Republic Act No. (Batas Pambasa Blg.) 68 refers to the Title of the Code. This Code shall be known as "The Corporation Code of the Philippines."

SEC. 2. and SEC. 3. of Republic Act No. 68, The Corporation Code Of  The Philippines, describes the definition of Corporation and Classes of Corporation as follows:

SEC. 2. Corporation defined. - A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence.

SEC. 3. Classes of corporations. - Corporations formed or organized under this Code may be stock or non-stock corporations. Corporations which have a capital stock divided into shares and are authorized to distribute to the holders of such shares dividends or allotments of the surplus profits on the basis of the shares held are stock corporations. All other corporations are non-stock corporations.

Please refer http://www.sec.gov.ph/laws/pdf/Corporation%20Code%20of%20the%20Philippines.pdf of the full text of The Corporation Code of the Philippines.

Requirements for Renewal of Accreditation of Tax Practitioners/Agents As A Prerequisite To Their Practice and Representation Before The BIR

Section 7 of Revenue Regulations No. 14-2010 amends Section 10 of RR No. 10-2006 as follows:

"Section 10. Renewal of Accreditation - Within sixty (60) days prior to the expiration of the accreditation, Tax Agents/Practitioners as defined under Section 2(e) hereof may apply for renewal of their accreditation.

In addition to the requirements provided under Section 4, submit the certified true copies of the following documents:

A. PRC ID for CPAs/Integrated Bar of the Philippines (IBP) ID for lawyers;

B. Current Certificate of Registration with the Board of Accountancy (BOA)/IBP;

C. Current Professional Tax Receipt (PTR) for individuals or Business Permit/Municipal License for non-individuals issued by the local government where registered;

D. Certificate of Membership in Good Standing with his/her/its PICPA Chapter or ACCPA (for CPAs) or Integrated Bar of the Philippines (for lawyers);

E. Certificate of Training at least six (6) hours per year or a total of eighteen (18) hours for the three (3) years of continuing professional education (CPE) in taxation from training/seminars conducted by the BIR (e.g. Revenue Regions, RDOs, etc.) or from private institutions (e. g. tax/auditing firms, educational or training institutions, professional organizations, etc.) where the number of training hours earned are printed on the certificates and obtained not more than a year prior to the renewal for accreditation;

F. Expired Certificate of Accreditation issued by the BIR;

G. Annual Registration Fee of P500 per year (current year and past three years);

H. Alphalist of Taxpayers Audited for the past three (3) years showing the Registered Name, TIN, engagement period, Letter of Authority (LOA)/Tax Verification Number (TVN), if any;

I. Sworn Statement that the individual/partnership/firm has observed the conditions and provisions prescribed on accreditation with affixed documentary stamp tax;

J. Income Tax Return (ITR) of the previous two (2) years.

The RNAB/RRAB shall make a random review of the financial statements audited by the accredited external auditor and their compliance with the above. Non-compliance with any of the provisions on accreditation shall be a ground for the revocation  / cancellation of his/her/its accreditation.

An external auditor whose accreditation has been cancelled may re-apply for accreditation after two years. Provided, that no further re-accreditation shall be granted after two (2) cancellations. In the re-application, the procedures and requirements for renewal shall be observed."

Please refer ftp://ftp.bir.gov.ph/webadmin1/pdf/55026RR%2014-2010%20ACCREDITATION.pdf of the full text of RR No. 14-2010.

Procedures and Requirements For The Accreditation of Tax Practitioners/Agents As A Prerequisite To Their Practice and Representation Before The BIR

Section 6 of the Revenue Regulations 14-2010 refers to the 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 a taxpayer for the purposed(s) defined in these regulations.

The Commissioner of his authorized representative shall only consider as valid document/attachments to tax returns, information returns or other statements or reports required by the Code of 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 require that certain official statements such as returns, financial statements, reports, protest, request for ruling, official correspondence and others 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.

A. For individual's (CPA's, members of GPPs, and others)
a.1 Tax Identification Number (TIN); and
a.2 BIR Accreditation Number, Date of Issue, and Date of Expiry

B. For members of the Philippine Bar (Lawyers)
b.1 Tax Identification Number (TIN)
b.2 Attorney's Roll Number;
b.3 Mandatory Continuing Legal Education (MCLE) Compliance Number; and
b.4 BIR Accreditation Number, Date of Issue, and Date of Expiry

The Procedures and Requirements For The Accreditation of Tax Practitioners/Agents As A Prerequisite To Their Practice and Representation Before the Bureau of Internal Revenue (BIR) are as follows:

1. All applicants shall accomplish their application for accreditation in the form to be prescribed by the Commissioner of Internal Revenue (BIR Form 1916). The duly-accomplished application form shall be submitted, together with all documentary requirements, whichever is applicable with the RRAB of the place where the individual applicant or general professional partnership has his/its residence or principal place of business.

2. For Individual Applicants:

a. Certified True Copy of Certificate of Registration with the Board of Accountancy (BOA) and current license with the Professional Regulations Commission, if a CPA [Certified True Copy of Professional Regulation Commission (PRC) Identification Card (ID)], or Attorney's Roll Number and Mandatory Continuing Legal Education (MCLE) Compliance Number, if a Lawyer;

b. Certificate of Membership in Good Standing with his/her/its PICPA Chapter or ACCPA (for CPAs) or Integrated Bar of the Philippines (for lawyers);

c. Certificate of Good Moral character issued by two (2) disinterested persons, who are either member of the BAR or CPA in good standing;

d. If not a Certified Public Accountant:

d.1 Certified copy of transcript of records from the university or college showing compliance with at least eighteen (18) units in accounting or taxation as prescribed in Section 4(A)(2).

d.2 Written certification of continuing professional education (CPE) units of at least six (6) hours per year or a total of eighteen (18) hours for three years in taxation conducted by the BIR (e.g. Revenue Regions, Revenue District Offices, etc.) or from private institutions (e.g tax/auditing firms, educational or training institutions, professional organizations, etc), where the number of training hours earned are printed on the certificates and obtained not more than a year prior to the application/renewal for accreditation.

e. A written undertaking under oath (Notarized) to preserve working papers within the period prescribe under Section 235 o the NIRC of 1997, as amended, and making them available to the Bureau's authorized representative/s when required or directed to do so.

3. Processing Fee - Each applicant shall pay a non-refundable processing fee of Five hundred pesos (P1000.00) upon filing of his application for accreditation. If the applicant is a general professional partnership, the fee shall be paid each partner and authorized representative thereof. In the case of incorporated entities engaged in accounting and tax consultancy services, the fee shall be paid by each of the applicant officers or designated representatives thereof.

4. Additional Requirements (if applicable) - Accredited tax agents shall likewise be required to submit the following documents as an attachment to the initial filing of reports, protests, request for ruling, official correspondence and other statements, papers or documents filed on behalf of a particular taxpayer as proof of their authority to represent the concerned taxpayer:

a. Copy of current Engagement Letter with clients.

b. Special Power of Attorney executed by the client authorizing the practitioner to represent him before the BIR.

5. For CPAs, Photocopy of Professional Tax Receipt (PTR)

6. Photocopy of BIR 0605 Annual Registration Fee of P500.00

7. Photocopy of BIR Certificate of Registration (COR)

8. Certificate of Training at least six (6) hours per year or a total of eighteen (18) hours for the three (3) years of continuing professional education (CPE) in taxation from trainings/seminars conducted by the BIR (e.g. Revenue regions, RDOs, etc.) of from private institutions (e.g. tax/auditing firms, educational or training institutions, professional organizations, etc.) where the number of training hours earned are printed on the certificates.

9. Photocopies of Income Tax Return (ITR) of  the previous two (2) years.

10. If employed, Certificate of Employment of Proof of Meaningful Experience with duties and responsibilities.

Please refer ftp://ftp.bir.gov.ph/webadmin1/pdf/55026RR%2014-2010%20ACCREDITATION.pdf

and http://www.bir.gov.ph/images/bir_files/old_files/pdf/30669rr%20no.%2011-2006.pdf of the full text of RR No. 14-2010 and RR No. 11-2006, respectively.

Keeping of Books of Accounts and Subsidiary Books

SEC. 232 and SEC. 233 of Republic Act (RA) 8424 - The National Internal Revenue Code of 1997, as amended refers to the Keeping of Books of Accounts and Subsidiary Books with details as follows:

SEC. 232. Keeping of Books of Accounts. -

(A) Corporations, Companies, Partnerships or Persons Required to Keep Books of Accounts. - All corporations, companies, partnerships or persons required by law to pay internal revenue taxes shall keep a journal and a ledger or their equivalents: Provided, however, That those whose quarterly sales, earnings, receipts, or output do not exceed Fifty thousand pesos (P50,000) shall keep and use simplified set of bookkeeping records duly authorized by the Secretary of Finance where in all transactions and results of operations are shown and from which all taxes due the Government may readily and accurately be ascertained and determined any time of the year: Provided, further, That corporations, companies, partnerships or persons whose gross quarterly sales, earnings, receipts or output exceed One hundred fifty thousand pesos (P150,000) shall have their books of accounts audited and examined yearly by independent Certified Public Accountants and their income tax returns accompanied with a duly accomplished Account Information Form (AIF) which shall contain, among others, information lifted from certified balance sheets, profit and loss statements, schedules listing income-producing properties and the corresponding income therefrom and other relevant statements.

(B) Independent Certified Public Accountant Defined. - The term 'Independent Certified Public Accountant', as used in the preceding paragraph, means an accountant who possesses the independence as defined in the rules and regulations of the Board of Accountancy promulgated pursuant to Presidential Decree No. 692, otherwise known as the Revised Accountancy Law.

SEC. 233. Subsidiary Books. - All corporations, companies, partnerships or persons keeping the books of accounts mentioned in the preceding Section may, at their option, keep subsidiary books as the needs of their business may require: Provided, That were such subsidiaries are kept, they shall form part of the accounting system of the taxpayer and shall be subject to the same rules and regulations as to their keeping, translation, production and inspection as are applicable to the journal and the ledger.