The Articles of Incorporation of a General Stock Corporation is a mandatory document required under Philippine law for establishing a corporation. This document must be filed with the Securities and Exchange Commission (SEC) as part of the corporate registration process, in compliance with the Revised Corporation Code of 2019. It contains crucial information about the corporation's identity, including its name, principal office, corporate purpose, capital structure, and governance framework. The document serves multiple purposes: it creates the corporation's legal personality, establishes its operational parameters, defines relationships between stakeholders, and provides transparency for regulatory oversight. It is particularly important as it forms the basis for all future corporate actions and must be referenced for any fundamental changes to the corporation's structure or operations. The document must be prepared with careful attention to detail as it affects the corporation's ability to conduct business, raise capital, and comply with Philippine regulatory requirements.
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1. Corporate Name: The complete corporate name that complies with SEC naming guidelines
2. Principal Office: Complete Philippine address of the corporation's main office
3. Corporate Purpose: Primary and secondary purposes of the corporation, detailing the business activities it will engage in
4. Corporate Term: Statement of perpetual existence as per the RCC of 2019
5. Capital Structure: Details of authorized capital stock, par value, and classes of shares
6. Names, Nationalities, and Residences of Incorporators: Information about the incorporators who must own/subscribe to at least one share each
7. Number of Directors: Specifies the number of directors (minimum 5, maximum 15)
8. Initial Board of Directors: Names, addresses, and citizenship of initial directors who will serve until first shareholders' meeting
9. Subscription and Payment of Shares: Details of share subscription by incorporators and payment terms
10. Treasurer's Affidavit: Sworn statement regarding the payment and custody of capital stock subscription
1. Preferred Shares Provisions: Used when the corporation will issue preferred shares, detailing their features, rights, and privileges
2. Founders' Shares Provisions: Included when special shares are to be issued to founders, pioneers, or incorporators
3. Foreign Ownership Limitations: Required when the corporation operates in a nationally restricted business area
4. Corporate Officers Provisions: Additional provisions about appointment and duties of corporate officers beyond standard requirements
5. Arbitration Clause: Optional provision for resolving internal corporate disputes through arbitration
6. Special Provisions: Any additional provisions allowed by law that the incorporators wish to include
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and features
2. Schedule B - Subscribers' Information: Complete details of initial share subscribers including their tax identification numbers
3. Schedule C - Secondary Purposes: Detailed list of secondary business activities if too extensive for main document
4. Appendix 1 - Bank Certificate: Proof of deposit of paid-up capital
5. Appendix 2 - Tax Identification Documents: TIN certificates of incorporators and directors
6. Appendix 3 - Required Government Clearances: Any special permits or clearances required for the business
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Manufacturing
Retail and Commerce
Technology
Real Estate
Healthcare
Transportation and Logistics
Construction
Agriculture
Mining
Education
Professional Services
Tourism and Hospitality
Energy and Utilities
Telecommunications
Relevant Teams
Legal
Compliance
Corporate Secretariat
Finance
Executive Management
Board of Directors
Corporate Governance
Risk Management
Regulatory Affairs
Corporate Planning
Treasury
Corporate Communications
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Board Director
Corporate Governance Officer
Risk Management Officer
Business Development Manager
Investment Relations Officer
Corporate Planning Manager
Regulatory Affairs Manager
Company Registrar
Treasury Manager
Corporate Communications Director
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