The Articles of Incorporation and Certificate of Incorporation are mandatory documents required when establishing a corporation in the Philippines. These documents must be filed with the Securities and Exchange Commission (SEC) and comply with the requirements of the Revised Corporation Code of the Philippines (Republic Act No. 11232). The Articles of Incorporation outline the corporation's fundamental characteristics, including its name, purpose, principal office, capital structure, and governance framework. The Certificate of Incorporation, issued by the SEC upon approval of the Articles, serves as official proof of the corporation's legal existence. These documents are essential for any business seeking to operate as a corporation in the Philippines and form the basis for corporate governance, regulatory compliance, and business operations.
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1. Corporate Name: The complete corporate name that complies with SEC naming regulations and includes 'Corporation', 'Incorporated' or abbreviations
2. Principal Office: Complete address of the corporation's principal office in the Philippines
3. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation
4. Corporate Term: Duration of corporate existence (can now be perpetual under the Revised Corporation Code)
5. Capital Structure: Authorized capital stock, par value, and classes of shares if applicable
6. Names, Nationalities, and Residences of Incorporators: Details of incorporators who must own/subscribe to at least one share each
7. Board of Directors: Number of directors, qualifications, and term of office
8. Subscription and Payment of Capital: Details of share subscriptions and paid-up capital by incorporators
9. Corporate Officers: Identification of required officers (President, Secretary, Treasurer) and their roles
10. Corporate Seal: Description of the corporate seal and its adoption
1. Foreign Ownership Provisions: Required if the corporation operates in an industry with foreign ownership restrictions
2. Preferred Shares Rights: Include when the corporation will issue different classes of shares with varying rights and privileges
3. Branch Offices: Required if the corporation plans to establish branch offices
4. Corporate Governance Provisions: Additional governance rules beyond statutory requirements, especially for larger corporations
5. Stock Transfer Restrictions: Include when shareholders wish to impose restrictions on share transfers
6. Arbitration Clause: Optional provision for dispute resolution through arbitration
1. Schedule A - Share Subscription Details: Detailed breakdown of share subscriptions by each incorporator
2. Schedule B - Secondary Purposes: Detailed list of secondary business purposes if too extensive for main document
3. Schedule C - Initial Directors and Officers: Complete details of initial directors and officers including their qualifications
4. Schedule D - Special Provisions: Any special provisions or additional regulations specific to the corporation
5. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding paid-up capital requirements
6. Appendix 2 - Tax Identification Documents: Required tax registration information and certificates
7. Appendix 3 - Corporate Secretary's Certification: Certification of adoption of by-laws and other corporate actions
Relevant legal definitions
Clauses
Relevant Industries
Legal Services
Corporate Services
Banking and Finance
Manufacturing
Real Estate
Technology
Retail
Healthcare
Education
Transportation
Mining
Agriculture
Construction
Tourism
Professional Services
Relevant Teams
Legal
Compliance
Corporate Secretariat
Executive Management
Finance
Risk Management
Corporate Affairs
Regulatory Affairs
Investment Relations
Administrative
Relevant Roles
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Executive Officer
Chief Financial Officer
Board Director
Corporate Treasurer
General Counsel
Managing Partner
Company Registrar
Legal Manager
Corporate Governance Officer
Risk Management Officer
Business Development Manager
Investment Relations Officer
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