Section 14. Form of Articles of Incorporation.— Unless otherwise prescribed by special law, the articles of incorporation of all domestic corporations shall comply substantially with the following form:
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:
Name Nationality Residence _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ Sixth: That the number of directors or trustees of the corporation shall be _____; and the names, nationalities, and residence addresses of the first directors or trustees of the corporation are as follows:
Name Nationality Residence _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ _____________ 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.
Eighth: That the number of shares of the authorized capital stock above-stated has been subscribed as follows:
Name of Subscriber Nationality No. of Shares Subscribed Amount Subscribed Amount Paid (Modify No. 8 if shares are with no-par value. In case the corporation is nonstock, Nos. 7 and 8 of the above articles may be modified accordingly, and it is sufficient if the articles state the amount of capital or money contributed or donated by specified persons, stating the names, nationalities, and residence addresses of the contributors or donors and the respective amount given by each.)
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 name already registered or reserved for the use of another 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 recorded in the proper books of the corporation, and this restriction shall be indicated in all stock certificates issued by the corporation.”
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.
____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ ____________________ (Names and signatures of the incorporators) (Name and signature of Treasurer)