Articles of Incorporation Stock Corporation is the primary document required to establish a corporation in the Philippines. It must be filed when founders wish to create a new corporate entity with the ability to issue shares of stock. The document is mandatory under the Revised Corporation Code of the Philippines and must be submitted to the Securities and Exchange Commission (SEC) as part of the incorporation process. It contains crucial information about the corporation's identity, purpose, capital structure, and governance, serving as the foundation for all corporate activities. The document is particularly important as it defines the corporation's legal personality, limits of authority, and relationships among stockholders, directors, and officers. Once approved by the SEC, it becomes the corporation's charter, governing its existence and operations throughout its corporate life.
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1. Corporate Name: The complete and exact name of the corporation, which must include appropriate descriptors like 'Corporation', 'Incorporated', or 'Corp.'
2. Principal Office: The specific location of the principal office of the corporation, including complete address within the Philippines
3. Corporate Purpose: Specific statement of the primary and secondary purposes for which the corporation is formed
4. Corporate Term: Statement of the corporation's term of existence, which may be perpetual as allowed under the RCC
5. Founder Information: Names, nationalities, and residences of the incorporators
6. Capital Structure: Amount of authorized capital stock, number of shares, and par value per share
7. Subscription and Payment: Names, nationalities, and residences of original subscribers, amount subscribed and paid
8. Board of Directors: Number of directors, qualifications, terms of office, and manner of election
9. Corporate Officers: Identification of required officers and their roles (President, Secretary, Treasurer)
10. Execution: Signature portion for incorporators and witnesses, including acknowledgment before a notary public
1. Pre-emptive Rights: Details of shareholders' pre-emptive rights to new issues of shares, used when the corporation wants to modify default statutory rights
2. Transfer Restrictions: Restrictions on the transfer of shares, used when the corporation wants to maintain control over share ownership
3. Arbitration Clause: Provision for dispute resolution through arbitration, recommended for corporations expecting complex shareholder relationships
4. Foreign Ownership Provisions: Specific provisions regarding foreign ownership limitations, required when the corporation operates in nationally restricted industries
5. Special Voting Rights: Provisions for different classes of shares and their voting rights, used when creating preferred shares or multiple share classes
6. Board Committees: Establishment of specific board committees, recommended for larger corporations or those in regulated industries
1. Schedule A - Share Capital Details: Detailed breakdown of share classes, rights, and restrictions attached to each class of shares
2. Schedule B - Subscriber Information: Complete details of initial subscribers including their tax identification numbers and extent of shareholding
3. Schedule C - Secondary Purposes: Detailed list of secondary business purposes if not fully contained in the main document
4. Schedule D - Initial Directors and Officers: Complete information about initial directors and officers including their personal details and qualifications
5. Appendix 1 - Board Resolution: Initial organizational resolutions of the board of directors
6. Appendix 2 - Treasurer's Affidavit: Sworn statement by the Treasurer regarding the paid-up capital
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