The Amended Articles of Incorporation Increase In Authorized Capital Stock is a crucial document required when a Philippine corporation needs to expand its capital base to support growth, fund operations, or meet regulatory requirements. This document becomes necessary when a corporation approaches or reaches its existing authorized capital limit and needs additional capacity to issue shares. Filed with the Securities and Exchange Commission (SEC) of the Philippines, it must comply with the Revised Corporation Code and various SEC regulations. The amendment process requires approval from both the board of directors and stockholders (typically with two-thirds vote), proper documentation of the increase, and payment of required fees and taxes. The document includes detailed information about the new capital structure, subscription requirements, and various supporting certificates and affidavits to demonstrate compliance with Philippine corporate law.
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1. Title and Preamble: Identifies the document as Amended Articles of Incorporation and states the corporate name
2. Article I - Name of Corporation: States the official corporate name as registered
3. Article II - Purpose Clause: Outlines the primary and secondary purposes of the corporation (unchanged from original)
4. Article III - Principal Office: Specifies the principal office address of the corporation
5. Article IV - Corporate Term: States the duration of corporate existence
6. Article V - Names, Nationalities, and Residences of Incorporators: Lists the original incorporators' details (maintained for historical record)
7. Article VI - Number of Directors: Specifies the number of board members
8. Article VII - Authorized Capital Stock: Details the new authorized capital stock structure, including the increase and classification of shares
9. Article VIII - Subscribers and Subscription: Lists current subscribers and their shareholdings
10. Article IX - Corporate Officers: Names and positions of corporate officers
11. Execution and Attestation: Signatures of required officers and attestation of corporate secretary
1. Article on Foreign Ownership Limitations: Required if the corporation operates in a nationality-restricted industry or has foreign ownership restrictions
2. Article on Preferred Shares: Needed if the corporation is issuing preferred shares, detailing their features, rights, and privileges
3. Article on Preemptive Rights: Optional provision regarding shareholders' preemptive rights to subscribe to additional shares
4. Article on Lock-up Period: Required for corporations planning to go public, specifying share transfer restrictions
5. Article on Compliance with Laws: Optional section explicitly stating compliance with specific industry regulations
1. Schedule A - Details of Capital Stock Increase: Detailed breakdown of the old and new capital structure, including number and par value of shares
2. Schedule B - Board Resolution: Copy of board resolution approving the increase in authorized capital stock
3. Schedule C - Stockholders' Resolution: Copy of stockholders' resolution approving the amendment with required voting threshold
4. Schedule D - Treasurer's Affidavit: Certification of paid-up capital and subscription details
5. Schedule E - Certificate of No SEC Derogatory Record: Proof of good standing with the SEC
6. Appendix 1 - General Information Sheet: Updated GIS reflecting the new capital structure and ownership
7. Appendix 2 - Tax Clearance Certificate: Proof of tax compliance required for the amendment
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