Articles of Incorporation Nonprofit is a mandatory legal document required for establishing any nonprofit organization in the Philippines. This document must be filed with the Securities and Exchange Commission as the first step in creating a legally recognized nonprofit entity. It contains essential information about the organization's identity, purpose, governance structure, and commitment to nonprofit operations. The document is crucial for organizations seeking to operate as tax-exempt entities and must comply with the Revised Corporation Code of the Philippines, SEC Memorandum Circular No. 08, and other relevant regulations. It serves as the foundation for all future organizational activities and is often required when applying for grants, opening bank accounts, or engaging with government agencies. The Articles must clearly demonstrate the organization's nonprofit nature and include specific provisions required by Philippine law regarding asset distribution and dissolution.
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1. Corporate Name: The complete name of the corporation with 'Inc.' or 'Corporation' as suffix, ensuring compliance with SEC naming regulations
2. Principal Office: Complete address of the corporation's principal office in the Philippines
3. Corporate Purpose: Detailed description of the nonprofit's primary purpose and secondary purposes, if any, clearly stating its charitable, religious, educational, or other nonprofit nature
4. Term of Existence: Statement of whether the corporation will exist perpetually or for a specified term
5. Names and Residences of Incorporators: List of at least five incorporators with their respective addresses, all of whom must be natural persons of legal age
6. Names and Number of Trustees: Number of trustees (minimum of 5, maximum of 15) and names of initial trustees who will serve until first election
7. Contributions: Statement that the corporation is non-stock and information about the source and application of assets and funds
8. Non-distribution of Net Income: Declaration that no part of the income shall be distributed to members, trustees, or officers
9. Dissolution Clause: Provisions for the disposition of assets upon dissolution
10. Primary Address and Contact Information: Complete mailing address and contact details for SEC communications
1. Specific Program Activities: Detailed description of specific charitable programs or activities, recommended when the organization has well-defined initial projects
2. Branch Offices: Information about branch offices or satellite locations, if the organization plans to operate in multiple locations
3. Board Committees: Provisions for the creation and operation of specific committees, useful for larger organizations with complex governance needs
4. Membership Provisions: Details about membership categories and rights, if the organization will have a membership structure
5. Conflict Resolution: Procedures for resolving internal disputes, recommended for larger organizations
6. International Activities: Provisions regarding international operations or partnerships, if applicable
1. Schedule A - List of Incorporators: Detailed information about incorporators including their citizenship, occupation, and tax identification numbers
2. Schedule B - Initial Contributions: Detailed list of initial contributions, properties, or assets contributed to the corporation
3. Schedule C - Board of Trustees Information: Comprehensive information about initial trustees including their qualifications and backgrounds
4. Schedule D - Corporate Governance Manual: Detailed policies and procedures for corporate governance
5. Schedule E - Program Framework: Detailed description of the organization's planned programs and activities
6. Appendix 1 - SEC Requirements Checklist: Checklist of all SEC requirements and supporting documents
7. Appendix 2 - Tax Exemption Requirements: Documentation required for tax exemption application
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