The Articles of Incorporation (Real Estate) is a mandatory legal document required when establishing a corporation engaged in real estate activities in the Philippines. This document must be filed with the Securities and Exchange Commission and serves as the foundation for the company's legal existence and operations. It becomes particularly crucial in the real estate sector due to specific regulatory requirements, including the 40% cap on foreign ownership as mandated by the Philippine Constitution. The document outlines essential information such as corporate purpose, capital structure, and governance framework, while ensuring compliance with the Revised Corporation Code of the Philippines, Real Estate Service Act, and other relevant legislation. These Articles are necessary before a corporation can legally engage in any real estate activities, whether in development, management, or brokerage, and form the basis for all subsequent corporate actions and regulatory compliance.
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1. Article I - Name of the Corporation: Full and exact corporate name of the entity, ensuring compliance with SEC naming regulations
2. Article II - Principal Office: Complete address of the principal office, which must be located within the Philippines
3. Article III - Purpose Clause: Primary and secondary purposes of the corporation, specifically detailing real estate activities and related business objectives
4. Article IV - Corporate Term: Duration of corporate existence, which may be perpetual under the Revised Corporation Code
5. Article V - Capital Structure: Authorized capital stock, par value, and classes of shares; must specify the subscription and paid-up requirements
6. Article VI - Names, Nationalities, and Residences of Incorporators: Details of all incorporators, including their citizenship and residential addresses
7. Article VII - Board of Directors: Number of directors, qualifications, terms, and basic governance structure
8. Article VIII - Officers: Required corporate officers, their roles, responsibilities, and appointment process
9. Article IX - Shareholders: Rights, privileges, and restrictions of shareholders, including voting rights and dividend preferences
1. Article X - Foreign Ownership Limitations: Specific provisions regarding the 40% foreign ownership cap, used when foreign investors are involved
2. Article XI - Preemptive Rights: Provisions for existing shareholders' rights to maintain their ownership percentage, optional but recommended
3. Article XII - Transfer Restrictions: Specific restrictions on share transfers, useful for maintaining control or family ownership
4. Article XIII - Corporate Seal: Description and provisions for corporate seal usage, if the corporation chooses to have one
5. Article XIV - Arbitration: Provisions for dispute resolution through arbitration, recommended for corporations with multiple stakeholders
6. Article XV - Amendment Procedures: Specific procedures for amending the Articles, beyond statutory requirements
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and privileges attached to each class
2. Schedule B - Subscriber Information: Complete list of initial subscribers with their share subscriptions and payments
3. Schedule C - Real Estate Assets: Initial real estate holdings or planned acquisitions of the corporation
4. Schedule D - Secondary Licenses: List of required secondary licenses and permits for real estate operations
5. Appendix 1 - Board Resolution: Initial board resolutions authorizing the incorporation
6. Appendix 2 - Treasurer's Affidavit: Sworn statement regarding the paid-up capital
7. Appendix 3 - Tax Identification Documents: Required tax registration information and certificates
8. Appendix 4 - Citizenship Requirements Compliance: Documentation proving compliance with Filipino ownership requirements
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