Articles of Incorporation Template for United States

Articles of Incorporation form the foundation of a corporation in the Philippines, acting as its birth certificate under the Corporation Code. This legal document officially registers your business with the Securities and Exchange Commission (SEC) and transforms it into a distinct legal entity.

When filed with the SEC, these Articles establish crucial details about your corporation: its official name, principal office address, business purpose, capital structure, and founding incorporators. They also outline basic governance rules and grant your business important legal rights, like the ability to own property, enter contracts, and shield owners from personal liability.

You need Articles of Incorporation when starting a corporation in the Philippines, specifically before conducting any business operations. This document becomes essential once you're ready to formally establish your company, raise capital from investors, or separate your personal assets from business liabilities.

The timing is crucial - file your Articles with the SEC before signing contracts, hiring employees, or opening business bank accounts. Many entrepreneurs prepare this document during their initial business planning phase, as banks, investors, and potential business partners often require proof of incorporation through properly filed Articles before engaging in significant transactions.

• Corporation Articles Of Incorporation: Standard version for profit-seeking corporations, including details on capital structure and shareholder rights.
• Non Stock Corporation Articles Of Incorporation: Designed for non-profit organizations, focusing on charitable purposes rather than capital shares.
• Articles Of Incorporation For Partnership: Specialized format for partnerships converting to corporations, addressing partner interests and management transition.
• Articles Of Incorporation And By Laws: Comprehensive package combining incorporation documents with operational rules.
• Articles Of Organization: Alternative structure for limited liability companies, focusing on member management and ownership flexibility.

• Incorporators: At least 5 individuals who sign the Articles of Incorporation, contribute initial capital, and become the first stockholders of the corporation.
• Corporate Secretary: Prepares and certifies the Articles, ensures compliance with SEC requirements, and maintains corporate records.
• Board of Directors: Named in the Articles as initial governing body, responsible for major corporate decisions and policy-making.
• Legal Counsel: Reviews and helps draft the Articles to ensure compliance with Philippine corporation laws and SEC regulations.
• SEC Officials: Review submitted Articles, verify compliance, and issue the Certificate of Incorporation upon approval.

• Corporate Name: Verify name availability with SEC's Name Verification System and secure name reservation.
• Basic Details: Gather primary office address, contact information, and term of existence (usually 50 years).
• Capital Structure: Determine authorized capital stock, par value per share, and initial subscription amounts.
• Incorporator Information: Collect names, addresses, and citizenship of at least 5 incorporators with their TIN numbers.
• Business Purpose: Write a clear, specific statement of primary and secondary business purposes.
• Board Composition: List initial directors, their nationalities, and residences (minimum of 5, maximum of 15).
• Treasurer Details: Designate a treasurer who's not the President or Secretary.

• Corporate Name: Full legal name with required corporation suffix (e.g., Inc., Corp.)
• Primary Purpose: Specific description of main business activities and scope of operations
• Secondary Purposes: Additional business activities the corporation may engage in
• Principal Office: Complete address within the Philippines
• Corporate Term: Duration of existence (typically 50 years unless specified otherwise)
• Capital Structure: Authorized capital stock, par value, and subscription details
• Board Composition: Number of directors and qualifications
• Incorporator Details: Names, citizenship, and addresses of at least 5 incorporators
• Treasurer Designation: Identity and residence of appointed treasurer

Articles of Incorporation and Articles of Organization serve different business structures in the Philippines. While both create legal entities, they have distinct purposes and requirements.

• Legal Entity Type: Articles of Incorporation establish a corporation, while Articles of Organization form a Limited Liability Company (LLC)
• Ownership Structure: Corporations use shares and stockholders, while LLCs have members with membership interests
• Management Requirements: Corporations need a formal board of directors and officers; LLCs can be managed directly by members
• Capital Structure: Corporations must specify authorized capital stock and par value; LLCs have more flexible capital contribution arrangements
• Regulatory Oversight: Corporations face stricter SEC reporting requirements and formalities; LLCs generally have simpler compliance obligations