VILLANUEVA - Articles of Incorporation

ARTICLES OF INCORPORATION AND BY-LAWS – STOCK CORPORATION
Articles of Incorporation
Of
K9 Collective Inc.
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and all of whom are residents
of the Philippines, have this day voluntarily agreed to form a stock corporation
under the laws of the Republic of the Philippines;
AND WE HEREBY CERTIFY:
FIRST: That the name of said corporation shall be K9 Collective Inc.
SECOND: That the primary purpose for which such corporation is

incorporated:
To engage in the business of breeding, training and deploying K9 units to the

Police/Military Work, Narcotics and Explosives Detection and Security Agencies.
The same will also engage in the production and importation of necessary tools and
equipment for the training and deployment of the said K9 units. K9 handlers will
likewise be selected, trained and matched with compatible dogs.
Provided that the corporation shall not solicit, accept or take

investments/placements from the public neither shall it issue investment
contracts.
THIRD: That the principal office of the corporation is located in

9 K9th Street Kamias, Quezon City
FOURTH: That the term for which said corporation is to exist is perpetuity
from and after the date of issuance of the certificate of incorporation;
FIFTH: That the names, nationalities and residences of the incorporators are
as follows:
NAME NATIONALITY RESIDENCE
VILLANUEVA, HARVEY FILIPINO 143 Rd 1 QC
VILLANUEVA, HAILEY FILIPINO 143 Rd 1 QC
VILLANUEVA, HOLLIE FILIPINO 143 Rd 1 QC
SIXTH: That the number of directors of the corporation shall be _______________;

and the names, nationalities and residences of the first directors of the corporation
are as follows:
NAME NATIONALITY RESIDENCE
VILLANUEVA, HARVEY FILIPINO 143 Rd 1 QC
VILLANUEVA, HAILEY FILIPINO 143 Rd 1 QC
VILLANUEVA, HOLLIE FILIPINO 143 Rd 1 QC
VILLANUEVA, HUEY FILIPINO 11 Rd 2 QC
VILLANUEVA, HENRY FILIPINO 16 Rd 31 QC
SEVENTH: That the authorized capital stock of the corporation is One

Hunderd Million (P100,000,000.00) pesos in lawful money of the Philippines,
divided into 100,000 shares with the par value of One Thousand (P1,000.00) pesos
per share;
EIGHT: That at least twenty five (25%) percent of the authorized capital
stock above has been subscribed as follows:
NAME OF NO. OF SHARES AMOUNT

SUBSCRIBERS NATIONALITY SUBSCRIBED SUBSCRIBED
VILLANUEVA,
HARVEY FILIPINO 50,000 50,000,000.00
VILLANUEVA, HAILEY FILIPINO 5,000 5,000,000.00
VILLANUEVA, HOLLIE FILIPINO 5,000 5,000,000.00
VILLANUEVA, HUEY FILIPINO 2,500 2,500,000.00
VILLANUEVA, HENRY FILIPINO 2,500 2,500,000.00
NINTH: That the above-named subscribers have paid at least twenty-five

(25%) percent of the total subscription as follows:
NAME OF AMOUNT
SUBSCRIBERS SUBSCRIBED TOTAL PAID-UP
VILLANUEVA, HARVEY 50,000,000.00 50,000,000.00
VILLANUEVA, HAILEY 10,000,000.00 10,000,000.00
VILLANUEVA, HOLLIE 10,000,000.00 10,000,000.00
VILLANUEVA, HUEY 2,500,000.00 2,500,000.00
VILLANUEVA, HENRY 2,500,000.00 2,500,000.00
TENTH: That HAILEY VILLANUEVA has been elected by the subscribers as

Treasurer of the Corporation to act as such until hes successor is duly elected and
qualified in accordance with the by-laws, and that as such Treasurer, he has been
authorized to receive for and in the name and for the benefit of the corporation, all
subscriptions or donations paid or given by the subscribers.
ELEVENTH: That no transfer of stock or interest which will reduce the

ownership of Filipino Citizens to less than the required percentage of the capital
stock as provided by existing laws shall be allowed or permitted to be recorded in
the proper books of the corporation and this restriction shall be indicated in all the
stock certificates issued by the corporation.
TWELFTH: That the incorporators and directors undertake to change the

name of the corporation as herein provided, or as amended thereafter, immediately
upon receipt of notice or directive from the Securities and Exchange Commission
that another corporation, partnership or person has acquired a prior right to the use
of that name or that the name has been declared as misleading, deceptive,
confusingly similar to a registered name or contrary to public morals, good custom
or public policy.
IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 6th day of APRIL 2024, in the Quezon City, Metro Manila,
Republic of the Philippines.
VILLANUEVA, HARVEY VILLANUEVA, HAILEY VILLANUEVA, HOLLIE

TIN- 06041988123 TIN- 10282013123 TIN- 05282018123
VILLANUEVA, HUEY VILLANUEVA, HENRY

TIN-87654321 TIN- 12345678
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES }

} S.S.
BEFORE ME, a Notary Public, for and in _____________________,

Philippines, this ___________day of ______________________, 20 _________, personally
appeared the following persons:
TIN/ID/Passport Date &

Name No. Place Issued
Ryztelle Sulayao 123 Manila, 2024
Andrea Juarez 321 Manila, 2000
Gabrielle Bacleaan 567 Manila, 2023
Angeli Villanueva 765 Manila, 2022
Annavi Villanueva 890 Manila , 2021
known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of four (4) pages, including this page where
the acknowledgement is written, and they acknowledged to me that the same is
their free act and voluntary deed.
WITNESS MY HAND AND SEAL on the day first above-written.
NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of _________
TREASURER’S AFFIDAVIT
REPUBLIC OF THE PHILIPPINES )

CITY/MUNCIPALITY OF ) S.S
PROVINCE OF )
I, Haiely Villanueva, being duly sworn to, depose and say:
That I have been elected by the subscribers of the corporation as Treasurer

thereof, to act as such until my successor has been duly elected and qualified in
accordance with the by-laws of the corporation, and that as such Treasurer, I hereby
certify under oath that at least 25% of the authorized capital stock of the
corporation has been subscribed and at least 25% of the total subscriptions has
been paid, and received by me, in cash or property, in the amount of 75,000,000.00
in accordance with the Corporation Code
___________________________________
(Signature of Treasurer)
SUBSCRIBED AND SWORN to before me, a Notary Public, for and Quezon
City, Metro Manila this 6th day of April, 2024; by _________________with Res. Cert.
No._____________________ issued at _________________________on _________________, 2024.
NOTARY PUBLIC
My commission expires on
_______________________, 2030
Doc. No._______
Page No._______
Book No.________
Series of ________
BY –LAWS
OF
K9 COLLECTIVE INC.
I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

OR SPECIAL MEETINGS OF THE DIRECTORS.
a) Regular meetings of the board of directors of the corporation shall be

held monthly, unless the by-laws provide otherwise.
b) Special meetings of the board of directors may be held at any time upon
the call of the president or as provided in the by-laws
c) Meetings of directors may be held anywhere in or outside of the

Philippines, unless the by-laws provide otherwise. Notice of regular or
special meetings stating the date, time and place of the meeting must be
sent to every director or trustee at least one (1) day prior to the
scheduled meeting, unless otherwise provided by the by-laws. A director
may waive this requirement, either expressly or impliedly.
II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIAL MEETINGS OF THE STOCKHOLDERS.
a) Regular or annual meetings of stockholders shall be held annually on 4th

of June.
b) Written notice of regular meetings shall be sent to all stockholders of
record at least two (2) weeks prior to the meeting, unless a different
period is required by the by-laws.
c) Special meetings of stockholders shall be held at any time deemed

necessary or as provided in the by-laws:
d) Written notice of special meetings shall be sent to all stockholders at least

one week prior to the meeting, unless a different period is required by the
by-laws.
e) Stockholders’ meetings, whether regular or special, shall be held in the

city or municipality where the principal office of the corporation is
located, and if practicable in the principal office of the corporation. Metro
Manila shall, for the purpose of this provision, be considered city or
municipality.
III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS
a) The required quorum in meetings of stockholders shall consist of the

stockholder/s representing a majority of the outstanding capital stock.
IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF

VOTING THEM
a) Stockholders may vote in person or by proxy in all meetings of

stockholders. Proxies shall be in writing, signed by the stockholder and
filed before the scheduled meeting with the corporate secretary. Unless
otherwise provided in the proxy, it shall be valid only for the meeting for
which it is intended. No proxy shall be valid and effective for a period
longer than five (5) years at any one time.
V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS
a) No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this
Code, committed within five (5) years prior to the date of his election
shall qualify as a director. Every director must own at least one (1) share
of the capital stock of the corporation, which share shall stand in his
name on the books of the corporation. Any director who ceases to be the
owner of at least one (1) share of the capital stock of the corporation shall
thereby cease to be a director. A majority of the directors must be
residents of the Philippines.
b) The corporate powers of the corporation shall be exercised, all business
conducted and all property of the corporation be controlled and held by
the board of directors to be elected from among the holders of stocks,
who shall hold office for one (1) year and until their successors are
elected and qualified.
c) The directors shall not receive any compensation, as such directors,

except for reasonable per diems. Any compensation may be granted to
directors by the vote of the stockholders representing at least a majority
of the outstanding capital stock at a regular or special stockholders’
meeting, In no case shall the total yearly compensation of directors, as
such directors, exceed ten (10%) percent of the net income before income
tax of the corporation during the preceding year.
VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE

TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS
a) Immediately after their election, the directors of a corporation must

formally organize by the election of a PRESIDENT, who shall be a director,
a TREASURER who may or may not be a director, a SECRETARY who shall
be a resident and citizen of the Philippines, and such other officers as may
be provided in the by-laws. Two (2) or more positions may be held
concurrently by the same officer, however no one shall act as PRESIDENT
and SECRETARY or as PRESIDENT and TREASURER at the same time. The
officers of the corporation shall hold office for one (1) year and until the
successors are elected and qualified. The officers of the corporation shall
perform functions as required by existing laws, rules and regulations.
VII. FISCAL YEAR
a) The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.
VIII. SEAL
a) The corporate seal shall be determined by the Board of Directors.
IX. MISCELLANEOUS PROVISIONS:
a) Matters not covered by the provisions of these by-laws shall be

governed by the provisions of the Corporation Code of the Philippines.
IN WITNESS WHEREOF, we, the undersigned incorporators and/or
stockholders present at said meeting and voting thereat in favor of the adoption of
said by-laws, have hereunto subscribed our names this 6th day of April at Quezon
City.
HARVEY VILLANUEVA HAILEY VILLANUEVA
HOLLIE VILLANUEVA HENRY VILLANUEVA
HUEY VILLANUEVA

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ARTICLES OF INCORPORATION AND BY-LAWS – STOCK CORPORATION

AND WE HEREBY CERTIFY:

FIRST: That the name of said corporation shall be K9 Collective Inc.

SECOND: That the primary purpose for which such corporation is

To engage in the business of breeding, training and deploying K9 units to the

Provided that the corporation shall not solicit, accept or take

THIRD: That the principal office of the corporation is located in

VILLANUEVA, HARVEY FILIPINO 143 Rd 1 QC

VILLANUEVA, HAILEY FILIPINO 143 Rd 1 QC

VILLANUEVA, HOLLIE FILIPINO 143 Rd 1 QC

SIXTH: That the number of directors of the corporation shall be _______________;

NAME NATIONALITY RESIDENCE

VILLANUEVA, HARVEY FILIPINO 143 Rd 1 QC

VILLANUEVA, HAILEY FILIPINO 143 Rd 1 QC

VILLANUEVA, HOLLIE FILIPINO 143 Rd 1 QC

VILLANUEVA, HUEY FILIPINO 11 Rd 2 QC

VILLANUEVA, HENRY FILIPINO 16 Rd 31 QC

SEVENTH: That the authorized capital stock of the corporation is One

NAME OF NO. OF SHARES AMOUNT

VILLANUEVA, HOLLIE FILIPINO 5,000 5,000,000.00

VILLANUEVA, HUEY FILIPINO 2,500 2,500,000.00

VILLANUEVA, HENRY FILIPINO 2,500 2,500,000.00

NINTH: That the above-named subscribers have paid at least twenty-five

VILLANUEVA, HARVEY 50,000,000.00 50,000,000.00

VILLANUEVA, HAILEY 10,000,000.00 10,000,000.00

VILLANUEVA, HOLLIE 10,000,000.00 10,000,000.00

VILLANUEVA, HUEY 2,500,000.00 2,500,000.00

VILLANUEVA, HENRY 2,500,000.00 2,500,000.00

TENTH: That HAILEY VILLANUEVA has been elected by the subscribers as

ELEVENTH: That no transfer of stock or interest which will reduce the

TWELFTH: That the incorporators and directors undertake to change the

IN WITNESS WHEREOF, we have hereunto signed these Articles of

VILLANUEVA, HARVEY VILLANUEVA, HAILEY VILLANUEVA, HOLLIE

VILLANUEVA, HUEY VILLANUEVA, HENRY

REPUBLIC OF THE PHILIPPINES }

BEFORE ME, a Notary Public, for and in _____________________,

TIN/ID/Passport Date &

WITNESS MY HAND AND SEAL on the day first above-written.

REPUBLIC OF THE PHILIPPINES )

I, Haiely Villanueva, being duly sworn to, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

a) Regular meetings of the board of directors of the corporation shall be

c) Meetings of directors may be held anywhere in or outside of the

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

a) Regular or annual meetings of stockholders shall be held annually on 4th

c) Special meetings of stockholders shall be held at any time deemed

d) Written notice of special meetings shall be sent to all stockholders at least

e) Stockholders’ meetings, whether regular or special, shall be held in the

III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

a) The required quorum in meetings of stockholders shall consist of the

IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF

a) Stockholders may vote in person or by proxy in all meetings of

V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS

a) No person convicted by final judgment of an offense punishable by

c) The directors shall not receive any compensation, as such directors,

VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE

a) Immediately after their election, the directors of a corporation must

VII. FISCAL YEAR