Articles of Incorporation for a Nonprofit Corporation are required under Philippine law when establishing any nonprofit organization that seeks legal recognition and corporate status. This document must be filed with the Securities and Exchange Commission and serves as the foundation for the organization's legal existence. It includes essential information such as the organization's name, purpose, principal office, trustees, and governance structure. The Articles must comply with the Corporation Code of the Philippines and various SEC regulations specific to nonprofit entities. This document is crucial for obtaining tax-exempt status, opening bank accounts, entering into contracts, and conducting official business. It's typically prepared with legal counsel's assistance to ensure compliance with all regulatory requirements and to properly structure the organization for its intended charitable or social purposes.
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1. Article I - Corporate Name: The complete name of the corporation as approved by the SEC
2. Article II - Principal Office: Complete address of the principal office in the Philippines
3. Article III - Purposes: Detailed statement of the nonprofit's primary and secondary purposes
4. Article IV - Term of Existence: Duration of corporate existence (typically perpetual)
5. Article V - Incorporators: Names, nationalities, and residential addresses of incorporators
6. Article VI - Trustees: Number, names, and terms of initial trustees
7. Article VII - Capital Structure: Statement that the corporation is non-stock and the source of income
8. Article VIII - Membership: Classes of members, their rights, and qualifications if any
9. Article IX - Corporate Officers: Positions, selection process, and terms of officers
10. Article X - Dissolution: Provisions for dissolution and distribution of assets
11. Article XI - Amendments: Procedure for amending the Articles of Incorporation
1. Article on Branches: Include when the organization plans to establish branch offices
2. Article on Special Programs: Include when the nonprofit has specific programs requiring detailed explanation
3. Article on Foreign Activities: Include when the organization plans to operate internationally
4. Article on Endowment Fund: Include when establishing a permanent fund for operations
5. Article on Advisory Board: Include when the organization wants to establish an advisory body separate from trustees
6. Article on Special Committees: Include when specific standing committees need to be established in the articles
7. Article on Specific Prohibitions: Include when additional restrictions on activities need to be explicitly stated
1. Schedule A - List of Incorporators' Contributions: Detailed list of initial contributions from incorporators
2. Schedule B - Statement of Assets and Properties: Inventory of initial organizational assets
3. Schedule C - Trustee Acceptance Forms: Signed acceptance forms from initial trustees
4. Appendix 1 - Corporate Seal: Design and description of the official corporate seal
5. Appendix 2 - Initial Programs and Activities: Detailed description of planned programs and activities
6. Appendix 3 - Certification of Non-Conflict: Certification that the organization's name and purposes don't conflict with existing entities
7. Appendix 4 - Tax Status Declaration: Declaration of intended tax status and compliance with requirements
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