The Certificate of Incorporation and Articles of Incorporation is the foundational document required to establish a corporation in the Philippines. This document must be filed with the Securities and Exchange Commission (SEC) as part of the formal incorporation process, in compliance with the Revised Corporation Code of the Philippines. It contains essential information about the corporation, including its name, principal office, corporate purpose, capital structure, and governance framework. The document is necessary for any business seeking to operate as a corporation in the Philippines and serves as evidence of the corporation's legal existence. It must be prepared with careful attention to detail as it forms the basis for corporate operations and cannot be easily amended once approved. The document's contents are publicly available and can be accessed by stakeholders, investors, and regulatory authorities for verification and compliance purposes.
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1. Certificate of Incorporation Header: Contains the official title, document reference number, and SEC filing details
2. Corporate Name: The approved name of the corporation as reserved with the SEC
3. Principal Office: Complete address of the corporation's primary place of business
4. Corporate Purpose: Detailed statement of the primary and secondary purposes of the corporation
5. Capital Structure: Details of authorized capital stock, par value, and classes of shares
6. Names, Nationalities, and Residences of Incorporators: Information about the founding shareholders including their shareholdings
7. Board of Directors: Number of directors, qualifications, term of office, and initial board members
8. Corporate Officers: Designation of required officers (President, Secretary, Treasurer) and their roles
9. Corporate Term: Duration of corporate existence (typically perpetual under the Revised Corporation Code)
10. Share Subscription and Payment: Details of subscribed capital and paid-up capital by incorporators
1. Preferred Shares Provisions: Used when the corporation will issue preferred shares, detailing rights, privileges, and restrictions
2. Foreign Ownership Provisions: Required when foreign ownership is involved, specifying compliance with Foreign Investment laws
3. Branch Office Provisions: Included when the corporation plans to establish branch offices
4. Special Provisions for Professional Corporations: Required for corporations practicing licensed professions
5. Founder's Shares Provisions: Used when special rights or privileges are granted to founders
6. Corporate Seal Provisions: Optional section describing the corporate seal design and usage
7. Arbitration Clause: Optional provision for dispute resolution through arbitration
1. Schedule A - List of Incorporators: Detailed information about incorporators including their tax identification numbers and government IDs
2. Schedule B - Treasurer's Affidavit: Sworn statement by the Treasurer regarding paid-up capital
3. Schedule C - Bank Certificate: Proof of deposit of paid-up capital in a Philippine bank
4. Schedule D - Tax Identification Documents: Copies of tax identification numbers and registration documents
5. Schedule E - Secondary Licenses: Copies of required secondary licenses for regulated industries
6. Appendix 1 - Board and Shareholder Resolutions: Initial organizational resolutions adopted by incorporators
7. Appendix 2 - Corporate By-laws: Complete set of corporate by-laws governing internal operations
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