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Section 14. Form of Articles of Incorporation. - Unless Otherwise Prescribed by Special Law, The Articles

The document discusses key aspects of articles of incorporation for corporations in the Philippines according to the Corporation Code, including: 1) Articles of incorporation must include the corporation's name, purpose, principal office location, directors, capital stock details, and signatures of incorporators. 2) A corporation's name identifies it and distinguishes it from others. Names typically include terms like "corporation" and may require suffixes for single-person corporations. 3) Principal office location must be within the Philippines and states where corporate records and meetings will be held, though business can be done elsewhere. The address can later be amended.

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56 views

Section 14. Form of Articles of Incorporation. - Unless Otherwise Prescribed by Special Law, The Articles

The document discusses key aspects of articles of incorporation for corporations in the Philippines according to the Corporation Code, including: 1) Articles of incorporation must include the corporation's name, purpose, principal office location, directors, capital stock details, and signatures of incorporators. 2) A corporation's name identifies it and distinguishes it from others. Names typically include terms like "corporation" and may require suffixes for single-person corporations. 3) Principal office location must be within the Philippines and states where corporate records and meetings will be held, though business can be done elsewhere. The address can later be amended.

Uploaded by

Ranie Monteclaro
Copyright
© © All Rights Reserved
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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Geran Rhey P.

Ramoso

The Law on Partnerships and Private Corporations

MA-21

Section 14. Form of Articles of Incorporation. – Unless otherwise prescribed by special law, the articles
of incorporation of all domestic corporations shall comply substantially with the prescribed form.

Articles of Incorporation

It is the document prepared by incorporators and filed with the Securities and Exchange Commission
containing the matters required by the Code: (1) name of the Corporation, (2) purpose/s of the
corporation, (3) principal office of the corporation, (4) term shall have perpetual existence or a definite
term stated in the certificate of the incorporation, (5) names, nationalities, and residence addresses of the
incorporators, (6) number of the directors or trustees of the corporation and the names, nationalities, and
residence addresses of the first directors or trustees of the corporation, (7) authorized capital stock of the
corporation, (8) number of shares of the authorized capital stock above stated has been subscribed, (9)
name of the Corporate Treasurer, (10)incorporators undertake to change the name of the corporation
upon notice, (11) corporations will engage in any business reserved for Filipino citizens. It must be duly
notarized by an attorney affixed with the names and signatures of the incorporators and treasurer.

Name of the Corporation

(1) Importance. - Corporation must have a name that will be different to any other corporation
because it is where the corporation to have the right of succession and authorized to transact business.
The corporation acquires the juridical personality under the name stated in the certificate of incorporation
which identifies and distinguishes to other entities.

(2) Nature. – Corporation’s right to assert and protect such right against anybody, it protect its
tangible property against anyone.

(3) Part of Name. – It is customary to use the word “corporation” or “incorporated” or an


abbreviation of either of them to distinguish from other organizations. In One Person Corporation it is
required to add suffix, “OPC” next to its corporate name.

Purpose or purposes of the corporation

(1) Purpose or purposes must be lawful. - A corporation may be organized only for “any lawful
purpose or purposes”- clearly stated not contrary to law, public norms, customs, and moral, otherwise, no
corporation may be created even though some of its declared purposes may be lawful. A corporation
formed to carry on unlawful practices such as gambling or operate prostitution are grounds for the
rejection or disapproval by the Securities and Exchange Commission of the articles of incorporation.

(2) Purpose or purposes must be stated with sufficient clarity. - The purposes should also be
stated clearly and not indefinitely, otherwise it will be rejected. From those purpose or purposes that the
corporation stated, they should indicate which the primary purpose is. The statement of the purpose and
purposes is important in order to know the limits of the acts or in what extent the corporation is authorized
to do those acts especially to the persons who are interested.

Principal office of the corporation

(1) City or municipality within the Philippines. - The articles of incorporation must state the
principal office of the corporation. It is the location or place of the corporation is to be established or
located; principal office of the corporation must be located in the Philippines. In this part of articles of
incorporation, it shows the specific address of the principal office, which shall include if feasible, street
number, street name, barangay, city, or municipality. It also shows the specific residence of each
incorporators of the corporation. The indication of general address is no longer allowed like Metro Manila.

(2) Place where corporate books are ordinarily kept and its officers meet. - It doesn’t mean
that the principal office of the corporation is the transaction place of the business. It is the place where the
book and records are being kept and the place where the meetings are being held.

(3) Change of address. – An amended articles of incorporation stating the new address must be
filed with the Securities and Exchange Commission. No corporate document is required to be filed if the
new address is located within the same city or municipality except a notice regarding a change of
address.

Incorporating directors or trustees

(1) Matters to be specified in articles of incorporation. - In articles of incorporation the name,


nationalities, and residence of the incorporators must be specify and must show that majority of them are
resident of the Philippines.

(2) Number. – Based on the “Revised Corporation Code of the Philippines” it is only determined
by the incorporators not more than the maximum (15) provided by law. One incorporator is allowed to
create or establish corporation called “One Person Corporation”.
(3) Term of office. – The corporation has a power of succession, the term of every incorporating
directors or trustees are until their successors are duly elected and qualified.

(4) Subscribers to stock. – The requirement applies to directors elected after incorporation as
well as incorporating directors who must “be a subscriber to at least one share of the capital stock of the
corporation”.

Capital stock/capital and subscribers/contributors

(1) Stock Corporation. – The articles of incorporation must include the following:

- the amount of its authorized capital stock in pesos;

- the number of shares into which it is divided;

- the names, nationalities, and residences of the original subscribers;

- the amount of capital stock subscribed and paid by each on his subscription; and

- if some or all of the shares are without par value, such fact.

(2) Non-stock Corporation. The articles of incorporation must state the following:

- the amount of its capital or money contributed or donated by specified persons;

- the names, nationalities, and residences of the donors or contributors; and

- the respective amount contributed by each.

Section 17. Corporate Name.

Change of Corporate Name

Upon determining the corporate name the following must be considered:

(a) not distinguishable from a name already reserved or registered;

(b) already protected by law;

(c) contrary to law, rules and regulations immediately cease or desist.

Failure compliance with the Commission’s order, the corporation may held administratively, civilly and/or
criminally liable and other applicable laws and/or revoke its registration.

(1) Requirements. – Corporation can change the name after complying, to wit: amendment of the articles
of incorporation and filed with Securities and Exchange Commission in accordance to Section 15. It does
not allow the automatic change of the name of the corporation by mere approval of the stockholders or
members. Once it is approved by SEC, the Commission must issue an amended certificate of
incorporation under the amended name.

(2) Effect. – The rights and obligations of the corporation still remain based on the recent name of the
corporation that has been amended. The corporation name should sue and be sued in its new name.

Section 18. Registration, Incorporation and Commencement of Corporate Existence.

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