Articles of Incorporation by Laws and Treasurers Affidavit For Stock Corporation

ARTICLESOFINCORPORATIONANDBYLAWSSTOCKCORPORATION
ArticlesofIncorporation
Of
UrbanFarmingAquaponicsPH.INC.
KNOWALLMENBYTHESEPRESENTS:
The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock
corporationunderthelawsoftheRepublicofthePhilippines;
ANDWEHEREBYCERTIFY:
FIRST:Thatthenameofsaidcorporationshallbe
UrbanFarmingAquaponicsPH.INC.
SECOND: That the primary purpose for which such corporation is

incorporated:
To Develop and Promote soiless organic farming method in a closeloop system or

aquaponics and in connection therewith market farm products, modular system
setup and to conduct consulatancy services relevant to technical and business
aspectsofaquaponics.
Provided that the corporation shall not solicit, accept or take

investments/placements from the public neither shall it issue investment
contracts.
THIRD:Thattheprincipaloficeofthecorporationislocatedin
Block19Lot2and4ProvidenceVillage1,BalabagPavia,Iloilo
(completeaddress)
FOURTH: That the term for which said corporation is to exist is

__________________ years from and after the date of issuance of the certiicate of
incorporation;
FIFTH: That the names, nationalities and residences of theincorporatorsare

asfollows:

NAME
NATIONALITY
ReneJ.Siping
Filipino
RESIDENCE
SimonLedesmaSt.Jaro,
IloiloCity
Block19Lot2and4
ProvidenceVillage1,Balabag
Pavia,Iloilo
RogeneL.Diaz
Filipino
NicasioM.Botin
Filipino
IvyS.Siping
Filipino
JoseRoyP.Cejar
Filipino
Sto.Rosario,IloiloCity
IloiloCity
Pali,Mandurriao,Iloilo
City
SIXTH: Thatthenumberofdirectorsofthecorporationshallbe_______________;
and the names, nationalities and residences of the irst directors of the corporation
areasfollows:
NAME
ReneJ.Siping
NATIONALITY
Filipino
RESIDENCE
IloiloCity
Block19Lot2and4
ProvidenceVillage1,Balabag
Pavia,Iloilo
RogeneL.Diaz
Filipino
NicasioM.Botin
Filipino
IvyS.Siping
Filipino
JoseRoyP.Cejar
Filipino
Sto.Rosario,IloiloCity
IloiloCity
Pali,Mandurriao,Iloilo
City
SEVENTH: That the authorized capital stock of the corporation is

_____________________________________(P_____________________________) pesos in lawful money
of the Philippines, divided into__________________________________ shares with the par

valueof____________________________(P_______________)pesospershare;
EIGHT: That at least twenty ive (25%) percent of the authorized capital
stockabovehasbeensubscribedasfollows:
NAMEOF
NO.OFSHARES
AMOUNT
SUBSCRIBERS
NATIONALITY
SUBSCRIBED
SUBSCRIBED
NINTH: That the abovenamed subscribers have paid at least twentyive

(25%)percentofthetotalsubscriptionasfollows:
NAMEOF
AMOUNT
SUBSCRIBERS
SUBSCRIBED
TOTALPAIDUP
TENTH: That ______________________________________has been elected by the

subscribers as Treasurer of the Corporation toactassuchuntilhissuccessorisduly
elected and qualiied in accordance with the bylaws, and that assuchTreasurer,he
has been authorized to receive for and in the name and for the beneit of the
corporation,allsubscriptionsordonationspaidorgivenbythesubscribers.
ELEVENTH: That no transfer of stock or interest which will reduce the

ownership of Filipino Citizens to less than the required percentage of the 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 allthe
stockcertiicatesissuedbythecorporation.
TWELFTH: That the incorporators and directors undertake to change the

name of the corporation as herein provided, or as amended thereafter,immediately
upon receipt of notice or directive from the Securities and Exchange Commission
that another corporation,partnershiporpersonhasacquiredapriorrighttotheuse
of that name or that the name has been declared as misleading, deceptive,
confusingly similar to a registered name or contrary to public morals, good custom
orpublicpolicy.
IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this __________day of ____________________ 20______, in the
City/Municipality of _______________________, Province of____________________, Republic of
thePhilippines.
TIN
TIN
TIN

TIN
TIN
TIN

TIN
TIN
TIN

TIN
TIN
TIN

TIN
TIN
TIN
(NamesandsignaturesoftheincorporatorsandTIN)
ACKNOWLEDGEMENT
REPUBLICOFTHEPHILIPPINES}
}S.S.
BEFORE ME, a Notary Public, for and in _____________________,

Philippines, this ___________day of ______________________, 20 _________, personally
appearedthefollowingpersons:
TIN/ID/Passport
Date&
Name
No.
PlaceIssued
known to me and to me known to be the same persons who executedtheforegoing

Articles of Incorporation constituting of four (4) pages, including this page where
the acknowledgement is written, and they acknowledged to me that the same is
theirfreeactandvoluntarydeed.
WITNESSMYHANDANDSEALonthedayirstabovewritten.
NOTARYPUBLIC
Doc.No.________
PageNo.________
BookNo._________
Seriesof_________

TREASURERSAFFIDAVIT
REPUBLICOFTHEPHILIPPINES
)
CITY/MUNCIPALITYOF
)S.S
PROVINCEOF
)
I,______________________________________,beingdulyswornto,deposeandsay:
That I have been elected by the subscribers of the corporation as Treasurer

thereof, to act as such until my successor has been duly elected and qualiied in
accordance with the bylaws of the corporation,andthatassuchTreasurer,Ihereby
certify under oath that at least 25% of the authorized capital stock of the
corporation has been subscribed and at least 25% of the total subscriptions has
been paid, and received by me, in cash or property, in the amount
of______________________________inaccordancewiththeCorporationCode
___________________________________
(SignatureofTreasurer)
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of_____________________________, Province of___________________________
this ______ day of ____________________,19_______; by _________________with Res. Cert.
No._____________________issuedat_________________________on_________________,19_________.
NOTARYPUBLIC
Mycommissionexpireson
_______________________,19___________
Doc.No._______
PageNo._______
BookNo.________
Seriesof________

BYLAWS
OF
(NameofCorporation)
I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

ORSPECIALMEETINGSOFTHEDIRECTORS.
a) Regularmeetingsoftheboardofdirectorsofthecorporationshallbeheld
monthly,unlessthebylawsprovideotherwise.
b) Special meetings of the board of directors may be held at any time upon
thecallofthepresidentorasprovidedinthebylaws
c) Meetings of directors may be held anywhere in or outside of the

Philippines, unless the bylaws provide otherwise. Notice of regular or
special meetings stating the date, time and place of the meeting must be
sent to every director or trustee at least one (1) day prior to the
scheduled meeting, unless otherwise provided by the bylaws. A director
maywaivethisrequirement,eitherexpresslyorimpliedly.
II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIALMEETINGSOFTHESTOCKHOLDERS.
a) Regular or annual meetings of stockholders shall be held annually

on______________________(speciicdate).
b) Written notice of regular meetings shall be sent to all stockholders of

record at least two (2) weeks prior to the meeting, unless a different
periodisrequiredbythebylaws.
c) Special meetings of stockholders shall be held at any time deemed

necessaryorasprovidedinthebylaws:
d) Written notice ofspecialmeetingsshallbesenttoallstockholdersatleast

one week priortothemeeting,unlessadifferentperiodisrequiredbythe
bylaws.
e) Stockholders meetings, whether regular or special, shall be held in the

city or municipality where the principal ofice of the corporation is
located, and if practicable in the principaloficeofthecorporation.Metro
Manila shall, for the purpose of this provision, be considered city or

municipality.
III. THEREQUIREDQUORUMINMEETINGSOFSTOCKHOLDERS
a) The required quorum in meetings of stockholders shall consist of the

stockholder/srepresentingamajorityoftheoutstandingcapitalstock.
IV. THEFORMFORPROXIESOFSTOCKHOLDERSANDTHEMANNEROFVOTING
THEM
a) Stockholders may vote in person or by proxy in all meetings of

stockholders. Proxies shall be in writing, signed by the stockholder and
iled before the scheduled meeting with the corporate secretary. Unless
otherwise provided in the proxy, it shall be valid only for the meetingfor
which it is intended. No proxy shall be valid and effective for a period
longerthanive(5)yearsatanyonetime.
V. THEQUALIFICATIONS,DUTIES,TERMANDCOMPENSATIONOFDIRECTORS
a) No person convicted by inal judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this
Code, committed within ive (5) years prior to the date of his election
shall qualify as a director. Every director must own at least one (1)share
ofthecapitalstockofthecorporation,whichshareshallstandinhisname
on the books of the corporation. Anydirectorwhoceasestobetheowner
of at least one (1) share of the capital stock of the corporation shall
thereby cease to be a director. A majority of the directors must be
residentsofthePhilippines.
b) The corporate powers of the corporation shall be exercised, all business

conducted and all property of the corporation be controlled and held by
the board of directors to be elected from among the holders of stocks,
who shall hold ofice for one (1) year and until their successors are
electedandqualiied.
c) The directors shall not receive any compensation, as such directors,

except for reasonable per diems. Any compensation may be granted to
directors by the vote of the stockholders representing at least a majority
of the outstanding capital stock at a regular or special stockholders
meeting, In no case shall the total yearly compensation of directors, as
such directors, exceedten(10%)percentofthenetincomebeforeincome
taxofthecorporationduringtheprecedingyear.
VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE

TERMOFOFFICEOFALLOFFICERSOTHERTHANDIRECTORS
a) Immediately after their election, the directors of a corporation must

formally organize by the election ofaPRESIDENT,whoshallbeadirector,
a TREASURER who may or may not beadirector,aSECRETARYwhoshall
be aresidentandcitizenofthePhilippines,andsuchotheroficersasmay
be provided in the bylaws. Two (2) or more positions may be held
concurrently by the same oficer, however nooneshallactasPRESIDENT
and SECRETARY or asPRESIDENTandTREASURERatthesametime.The
oficers of the corporation shall hold ofice for one (1) year and until the
successors are elected and qualiied. The oficers of the corporationshall
performfunctionsasrequiredbyexistinglaws,rulesandregulations.
VII.FISCALYEAR
a) TheiscalyearofthecorporationshallbeginontheirstdayofJanuary
andendonthelastdayofDecemberofeachyear.
VIII.SEAL
a) ThecorporatesealshallbedeterminedbytheBoardofDirectors.
IX.MISCELLANEOUSPROVISIONS:
a) Matters not covered by the provisions of these bylaws shall be

governedbytheprovisionsoftheCorporationCodeofthePhilippines.
IN WITNESS WHEREOF, we, the undersigned incorporators and/or

stockholders present at said meeting and voting thereat in favor of the adoption of
said bylaws, have hereunto subscribedournamesthis_________dayof_____________at
__________________________________.

Articles of Incorporation by Laws and Treasurers Affidavit For Stock Corporation

Uploaded by

Copyright:

Available Formats

Articles of Incorporation by Laws and Treasurers Affidavit For Stock Corporation

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Articles of Incorporation by Laws and Treasurers Affidavit For Stock Corporation

Uploaded by

Copyright:

Available Formats

What is the primary purpose of the corporation?

What is the primary purpose of the corporation?

What are the requirements to qualify as a director?

What are the requirements to qualify as a director?

ARTICLESOFINCORPORATIONANDBYLAWSSTOCKCORPORATION

SECOND: That the primary purpose for which such corporation is

To Develop and Promote soiless organic farming method in a closeloop system or

Provided that the corporation shall not solicit, accept or take

FOURTH: That the term for which said corporation is to exist is

FIFTH: That the names, nationalities and residences of theincorporatorsare

SEVENTH: That the authorized capital stock of the corporation is

of the Philippines, divided into__________________________________ shares with the par

NINTH: That the abovenamed subscribers have paid at least twentyive

TENTH: That ______________________________________has been elected by the

ELEVENTH: That no transfer of stock or interest which will reduce the

TWELFTH: That the incorporators and directors undertake to change the

IN WITNESS WHEREOF, we have hereunto signed these Articles of

BEFORE ME, a Notary Public, for and in _____________________,

known to me and to me known to be the same persons who executedtheforegoing

That I have been elected by the subscribers of the corporation as Treasurer

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

c) Meetings of directors may be held anywhere in or outside of the

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

a) Regular or annual meetings of stockholders shall be held annually

b) Written notice of regular meetings shall be sent to all stockholders of

c) Special meetings of stockholders shall be held at any time deemed

d) Written notice ofspecialmeetingsshallbesenttoallstockholdersatleast

e) Stockholders meetings, whether regular or special, shall be held in the

Manila shall, for the purpose of this provision, be considered city or

a) The required quorum in meetings of stockholders shall consist of the

a) Stockholders may vote in person or by proxy in all meetings of

a) No person convicted by inal judgment of an offense punishable by

b) The corporate powers of the corporation shall be exercised, all business

c) The directors shall not receive any compensation, as such directors,

VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE

a) Immediately after their election, the directors of a corporation must

a) Matters not covered by the provisions of these bylaws shall be

IN WITNESS WHEREOF, we, the undersigned incorporators and/or

You might also like