Unless otherwise prescribed by special law, the articles of incorporation of all domestic corporations shall comply substantially with the following form:
Articles of Incorporation
of
________________________
(Name of Corporation)
The undersigned incorporators, all of legal age, have voluntarily agreed to form a (stock) (nonstock) corporation under the laws of the Republic of the Philippines and certify the following:
First: That the name of said corporation shall be “________________, Inc., Corporation or OPC”;
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 corporation shall have perpetual existence or a term of ________ years from the date of issuance of the certificate of incorporation;
Fifth: That the names, nationalities, and residence addresses 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 residence addresses 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 ___________ PESOS (P______), divided into ________ shares with the par value of _________ PESOS (P______) 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 have a par value of _________________ PESOS (P__________) each, and of which ____________________ shares are without par value.
Eighth: That the number of shares of the authorized capital stock above-stated has been subscribed as follows:
Name of Subscriber
Nationality
No. of Shares Subscribed
Amount Subscribed
Amount Paid
(Modify No. 8 if shares are with no-par value. In case the corporation is nonstock, Nos. 7 and 8 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 residence addresses of the contributors or donors and the respective amount given by each.)
Ninth: That ________________ has been elected by the subscribers as Treasurer of the Corporation to act as such until after the successor is duly elected and qualified in accordance with the bylaws, that as Treasurer, authority has been given to receive in the name and for the benefit of the corporation, all subscriptions, contributions or donations paid or given by the subscribers or members, who certifies the information set forth in the seventh and eighth clauses above, and that the paid-up portion of the subscription in cash and/or property for the benefit and credit of the corporation has been duly received.
Tenth: That the incorporators undertake to change the name of the corporation immediately upon receipt of notice from the Commission that another corporation, partnership or person has acquired a prior right to the use of such name, that the name has been declared not distinguishable from a name already registered or reserved for the use of another corporation, or that it is contrary to law, public morals, good customs or public policy.
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 shall reduce the ownership of Filipino citizens to less than the required percentage of 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 stock certificates issued by the corporation.”
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this _________ day of ___________, 20___ in the City/Municipality of _____________, Province of _______________, Republic of the Philippines.
_________________
_________________
_________________
_________________
_________________
_________________
_________________
_________________
_________________
_________________
(Names and signatures of the incorporators)
_________________________________
(Name and signature of Treasurer)