Form 1 Articles of Incorporation is the primary document required to establish a corporation in the Philippines. It must be filed with the Securities and Exchange Commission (SEC) as part of the corporate registration process, in accordance with the Revised Corporation Code of the Philippines (Republic Act No. 11232). This document is used when incorporating a new business entity and must be prepared before a corporation can legally operate. It contains crucial information about the corporation's identity, including its name, purpose, principal office, capital structure, incorporators, directors, and officers. The document serves as the corporation's constitutional document and establishes its legal existence. Proper preparation of the Articles of Incorporation is essential as it forms the foundation for corporate governance and determines the basic rights and obligations of shareholders, directors, and officers.
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1. Article I - Name of Corporation: The complete and exact corporate name that complies with SEC naming regulations
2. Article II - Purpose: Primary and secondary purposes of the corporation, stating the specific business activities
3. Article III - Principal Office: Complete street address of the corporation's principal office, which must be located in the Philippines
4. Article IV - Term of Existence: Duration of corporate existence (typically perpetual under the Revised Corporation Code)
5. Article V - Capital Structure: Authorized capital stock, par value, and classes of shares if applicable
6. Article VI - Names, Nationalities, and Residences of Incorporators: Details of all incorporators, who must be natural persons, majority must be Philippine residents
7. Article VII - Number of Directors: Number of directors (minimum 5, maximum 15) and their qualifications
8. Article VIII - Subscription and Payment of Subscription: Names of subscribers, amount of subscription, and paid-up capital
9. Article IX - Corporate Officers: Designation of required corporate officers (President, Treasurer, Secretary, etc.)
10. Article X - Fiscal Year: Specification of the corporation's fiscal year
1. Article on Board Committees: Used when establishing specific board committees like audit, nomination, or compensation committees
2. Article on Stockholder's Pre-emptive Rights: Include when granting or denying pre-emptive rights to stockholders
3. Article on Amendment Procedures: Used to specify special procedures for amending the Articles beyond statutory requirements
4. Article on Dissolution: Include when establishing specific dissolution procedures beyond statutory requirements
5. Article on Foreign Ownership Limitations: Required for industries with specific foreign ownership restrictions
6. Article on Corporate Seal: Optional provision describing the corporate seal and its use
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and privileges if multiple share classes exist
2. Schedule B - Subscriber Information: Detailed information about initial subscribers including tax identification numbers and contact details
3. Schedule C - Secondary Purposes: Detailed list of secondary business purposes if too extensive for main document
4. Appendix 1 - Director's Information Sheet: Biographical information and qualifications of initial directors
5. Appendix 2 - Corporate Governance Manual: If required based on corporation size or industry, details governance structures and policies
6. Appendix 3 - Special Resolutions: Any special resolutions passed by incorporators regarding corporate governance or operations
Relevant legal definitions
Clauses
Relevant Industries
Banking and Finance
Technology
Manufacturing
Retail
Real Estate
Professional Services
Healthcare
Education
Construction
Transportation
Agriculture
Mining
Energy
Telecommunications
Tourism and Hospitality
Import/Export
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Compliance
Executive Leadership
Board of Directors
Corporate Governance
Finance
Risk Management
Regulatory Affairs
Corporate Planning
Relevant Roles
Chief Executive Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Director
Company Incorporator
Corporate Governance Officer
Managing Director
General Counsel
Business Development Manager
Risk Management Officer
Company Registrar
Corporate Planning Officer
Regulatory Affairs Manager
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