Articles of Incorporation and By-Laws are essential documents required when establishing a corporation in the Philippines. These documents must be filed with the Securities and Exchange Commission (SEC) and comply with the Revised Corporation Code of the Philippines (RCC). They serve as the fundamental charter that defines the corporation's existence, purpose, structure, and governance framework. The Articles of Incorporation establish the basic elements of the corporation, including its name, purpose, capital structure, and incorporators, while the By-Laws detail the internal rules and procedures for corporate governance. These documents are crucial for both initial incorporation and ongoing operations, as they provide the legal framework for corporate decision-making, shareholder rights, board responsibilities, and officer duties. Any subsequent amendments must follow specific procedures outlined in the RCC and require SEC approval.
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1. Articles of Incorporation: Opening section that states this document constitutes the Articles of Incorporation
2. Corporate Name: The complete and exact corporate name that complies with SEC naming regulations
3. Purpose Clause: Primary and secondary purposes of the corporation
4. Principal Office: Complete address of the principal office in the Philippines
5. Term of Existence: Statement of corporate term (perpetual unless specified otherwise)
6. Capital Structure: Authorized capital stock, par value, and classes of shares
7. Names, Nationalities, and Residences of Incorporators: Details of all incorporators who must be majority Philippine residents
8. Number of Directors: Number of directors and their qualifications
9. By-Laws Introduction: Opening section declaring these are the corporation's by-laws
10. Stockholders' Meetings: Rules for annual and special stockholders' meetings
11. Board of Directors: Composition, qualifications, powers, and meetings of the board
12. Officers: Positions, duties, and responsibilities of corporate officers
13. Shares and Share Transfers: Rules governing share issuance, certificates, and transfers
14. Fiscal Year and Dividends: Fiscal year definition and dividend declaration procedures
15. Corporate Seal: Description and use of corporate seal
16. Amendments: Procedures for amending the Articles and By-Laws
1. Foreign Ownership Provisions: Required when the corporation has or plans to have foreign investors, specifying ownership restrictions and compliance with Filipino ownership requirements
2. Committees: Used when establishing specific committees like Executive, Audit, or Nomination committees
3. Branch Offices: Required when the corporation plans to establish branch offices
4. Corporate Governance: Additional governance provisions for larger corporations or those planning to go public
5. Arbitration Clause: Optional dispute resolution mechanism for internal corporate disputes
6. Stock Option Plans: Required when the corporation plans to implement employee stock ownership programs
7. Preferred Shares Rights: Needed when the corporation will issue preferred shares with special rights and privileges
1. Schedule A - Initial Subscribers: List of initial subscribers with their corresponding share subscriptions and payments
2. Schedule B - Directors and Officers: Complete list of initial directors and officers with their details
3. Schedule C - Share Certificate Specimen: Sample format of share certificates to be issued
4. Schedule D - Corporate Organizational Structure: Diagram showing the organizational structure of the corporation
5. Schedule E - Special Share Rights: Detailed specifications of rights attached to different share classes if applicable
6. Appendix 1 - Secretary's Certificate: Certificate confirming the adoption of the By-Laws
7. Appendix 2 - Treasurer's Affidavit: Affidavit certifying paid-up capital requirements have been met
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