TITLE IIINCORPORATION
AND ORGANIZATIONOF PRIVATE
CORPORATIONS
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 s 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(s) unless there are justifiable reasons for an earlier
extension
as may be determined by the Securities and Exchange Commission.
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 the purposes of
incorporation.
- At least twenty-five percent (25%) 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%) per cent 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 for payment
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.
Sec. 14. Contents
of the articles of incorporation. - All corporations
organized
under this code shall file with the Securities and Exchange Commission
articles of incorporation in any of the official languages duly signed
and acknowledged by all of 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 he 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 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 share are
par
value shares, the par value of each, the names, nationalities and
residences
of the original subscribers, and 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 as 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%) 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.
Sec. 15. Forms
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;
FOURTH: That
the term for which said corporation
is to exist is............... years from and after the date of
issuance
of the certificate of incorporation;
FIFTH: That
the names, nationalities and residences
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 residences 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................................................
(P......................) PESOS in lawful money of the Philippines,
divided
into.............. shares with the par value of..................................
(P.......................) Pesos per share.
(In case all
the share 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.
EIGHTH: That
at least twenty five (25%) per
cent 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
subscription (or fees) or contributions 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 shall
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 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.............................,
19.......... in the City/Municipality of.......................................,
Province of................................................, Republic
of the Philippines.
........................................................................................
........................................................................................
................................................
(Names and
signatures of the incorporators)
SIGNED IN THE
PRESENCE OF:
........................................................................................
(Notarial
Acknowledgment)
chanroblesvirtualawlibrary
TREASURER'S AFFIDAVIT
REPUBLIC OF
THE PHILIPPINES )
CITY/MUNICIPALITY
OF ) S.S.
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..... (7a)
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
stockholders
in accordance with the provisions 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) months
from the date of filing for a cause not attributable to the corporation.
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
grounds 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 if 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 and other financial
intermediaries,
insurance 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.
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 by 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.
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
Exchange 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 with law.
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 a quo warranto proceeding.
Sec. 21. Corporation
by estoppel. - All persons who assume to act as a
corporation
knowing it to be without authority to do so shall be liable as general
partners for all debts, liabilities and damages incurred or arising as
a result thereof: Provided, however, That when any such ostensible
corporation
is sued on any transaction entered by it as a corporation or on any
tort
committed by it as such, it shall not be allowed to use as a defense
its
lack of corporate personality.
On who
assumes an obligation to an ostensible
corporation as such, cannot resist performance thereof on the ground
that
there was in fact no corporation.
Sec. 22. Effects
on non-use of corporate charter and continuous inoperation of a
corporation.- If a corporation does not
formally
organize and commence the transaction of its business or the
construction
of its works within two (2) years from the date of its incorporation,
its
corporate powers cease and the corporation shall be deemed dissolved.
However,
if a corporation has commenced the transaction of its business but
subsequently
becomes continuously inoperative for a period of at least five (5)
years,
the same shall be a ground for the suspension or revocation of its
corporate
franchise or certificate of incorporation.
This
provision shall not apply if the failure
to organize, commence the transaction of its businesses or the
construction
of its works, or to continuously operate is due to causes beyond the
control
of the corporation as may be determined by the Securities and Exchange
Commission. |