Articles of Incorporation
Articles of Incorporation
Articles of Incorporation
The undersigned incorporators, all of legal age, have voluntarily agreed to form a (stock)
(nonstock) corporation under the laws of the Republic of the Philippines and certify the
following:
First: That the name of said corporation shall be "_________________", Inc. Corporation or
OPC";
Second: That the purpose or purposes for which such corporation is incorporated are: (If there is
more than one purpose, indicate primary and secondary purposes);
Third: That the principal office of the corporation is located in the City/Municipality of
_______________, Province of ______________________, Philippines;
Fourth: That the corporation shall have perpetual existence or a term of ___________ years from
the date of issuance of the certificate of incorporation;
Fifth: That the names, nationalities, and residence addresses of the incorporators of the
corporation are as follows:
Seventh: That the authorized capital stock of the corporation is ____________________ PESOS
(₱______), divided into ____ shares with the par value of ___________________ PESOS
(₱_____________) per share. (In case all the shares are without par value): That the capital stock
of the corporation is __________________ shares without par value.
(In case some shares have par value and some are without par value): That the capital stock of
said corporation consists of ________________________________ shares, of which
_______________________ shares have a par value of ___________________________PESOS
(₱_______) each, and of which ____________________ shares are without par value.
Eight: That the number of shares of the authorized capital stock-stated has been subscribed as
follows:
Ninth: That _______________________ has been elected by the subscribers as Treasurer of the
Corporation to act as such until after the successor is duly elected and qualified in accordance
with the bylaws, that as Treasurer, authority has been given to receive in the name and for the
benefit of the corporation, all subscriptions, contributions or donations paid or given by the
subscribers or members, who certifies the information set forth in the seventh and eighth clauses
above, and that the paid-up portion of the subscription in cash and/or property for the benefit and
credit of the corporation has been duly received.
Tenth: That the incorporators undertake to change the name of the corporation immediately upon
receipt of notice from the Commission that another corporation, partnership or person has
acquired a prior right to the use of such name, that the name has been declared not
distinguishable from a corporation, or that it is contrary to law, public morals, good customs or
public policy.
Eleventh: (Corporations which will engage in any business or activity reserved for Filipino
citizens shall provide the following):
"No transfer of stock or interest which shall reduce the ownership of Filipino citizens to less than
the required percentage of capital stock as provided by existing laws shall be allowed or
permitted to be recorder in the proper books of the corporation, and this restriction shall be
indicated in all stock certificates issued by the corporation."
Twelfth: All the corporation's issued stock of all classes, exclusive of treasury shares, shall be
held of record by not more than a specified number of persons, not exceeding twenty (20);
Thirteenth: All the issued stock of all classes shall be subject to one (1) or more specified
restrictions on transfer permitted by this Title; and
Fourteenth: the corporation shall not list in any stock exchange or make any public offering of its
stocks of any class. Nothwithstanding the foregoing, a corporation shall not be deemed a close
corporation when at least two-thirds (2/3) of its voting stock or voting rights is owned or
controlled by another corporation which is not a close corporation within the meaning of this
Code.
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this ______
day of _____, 20___ in the City/Municipality of _________________, Province of
________________, Republic of the Philippines.
_____________________________ _____________________________
_____________________________ _____________________________
_____________________________ _____________________________
_____________________________ _____________________________
_____________________________ _____________________________
____________________________
(Name and signature of Treasurer)