TITLE II

INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS

Section 10. Number and qualifications Sec. 10. Number and Qualifications of
of incorporators. –less than five (5) but Incorporators. - Any number of natural
not more than fifteen (15), all of legal persons PERSON, PARTNERSHIP,
age and a majority of whom are ASSOCIATION OR CORPORATION,
residents of Any number of natural SINGLY OR JOINTLY WITH OTHERS
persons not the Philippines, may form a not less than five (5) but not more than
private corporation for any lawful fifteen (15) IN NUMBER, all of legal age
purpose or purposes. Each of the and a majority of whom are residents of
incorporators of s stock corporation the Philippines, may organize a MAY
must own or be a subscriber to at least FORM A PRIVATE corporation for any
one (1) share of the capital stock of the lawful purpose or purposes:
corporation. PROVIDED, THAT NATURAL
PERSONS WHO ARE LICENSED TO
PRACTICE A PROFESSION, AND
PARTNERSHIPS OR ASSOCIATIONS
ORGANIZED FOR THE PURPOSE OF
PRACTICING A PROFESSION, SHALL
NOT BE ALLOWED TO ORGANIZE AS
A CORPORATION UNLESS
OTHERWISE PROVIDED UNDER
SPECIAL LAWS. INCORPORATORS
WHO ARE NATURAL PERSONS MUST
BE of legal age.

Each incorporator of a stock

corporation must own or be a
subscriber to at least one (1) share of
the capital stock.

A CORPORATION WITH A SINGLE

STOCKHOLDER IS CONSIDERED A
ONE PERSON CORPORATION AS
DESCRIBED IN TITLE XIII, CHAPTER
III OF THIS CODE.

Section 11. Corporate term. – A SEC. 11. CORPORATE TERM. - A

corporation shall exist for a period not CORPORATION SHALL HAVE
exceeding fifty (50) years from the date PERPETUAL EXISTENCE UNLESS ITS
of incorporation unless sooner ARTICLES OF INCORPORATION
dissolved or unless said period is PROVIDES OTHERWISE.
extended. The corporate term as
originally stated in the articles of
incorporation may be extended for
periods not exceeding fifty (50) years in CORPORATIONS WITH
any single instance by an amendment of CERTIFICATES OF INCORPORATION
the articles of incorporation, in ISSUED PRIOR TO THE EFFECTIVITY
accordance with this Code; Provided, OF THIS CODE, AND WHICH
That no extension can be made earlier CONTINUE TO EXIST, SHALL HAVE
than five (5) years prior to the original PERPETUAL EXISTENCE, UNLESS THE
or subsequent expiry date(s) unless CORPORATION, UPON A VOTE OF ITS
there are justifiable reasons for an STOCKHOLDERS REPRESENTING A
earlier extension as may be determined MAJORITY OF ITS OUTSTANDING
by the Securities and Exchange CAPITAL STOCK, NOTIFIES THE
Commission. COMMISSION THAT IT ELECTS TO
RETAIN ITS SPECIFIC CORPORATE
TERM PURSUANT TO ITS ARTICLES
OF INCORPORATION; PROVIDED,
THAT ANY CHANGE IN THE
CORPORATE TERM UNDER THIS
SECTION IS WITHOUT PREJUDICE TO
THE APPRAISAL RIGHT OF
DISSENTING STOCKHOLDERS IN
ACCORDANCE WITH THE
PROVISIONS OF THIS CODE.

A CORPORATE TERM FOR A SPECIFIC

PERIOD MAY BE EXTENDED OR
SHORTENED BY AMENDING THE
ARTICLES OF INCORPORATION:
PROVIDED, THAT NO EXTENSION
MAY BE MADE EARLIER THAN
THREE (3) YEARS PRIOR TO THE
ORIGINAL OR SUBSEQUENT EXPIRY
DATE(S) UNLESS THERE ARE
JUSTIFIABLE REASONS FOR AN
EARHER EXTENSION AS MAY BE
DETERMINED BY THE COMMISSION:
PROVIDED, FURTHER, THAT SUCH
EXTENSION OF THE CORPORATE
TERM SHALL TAKE EFFECT ONLY ON
THE DAY FOLLOWING THE ORIGINAL
OR SUBSEQUENT EXPIRY DATE(S).

A CORPORATION WHOSE TERM HAS

EXPIRED MAY APPLY FOR A REVIVAL
OF ITS CORPORATE EXISTENCE,
TOGETHER WITH ALL THE RIGHTS
AND PRIVILEGES UNDER ITS
 CERTIFICATE OF INCORPORATION
AND SUBJECT TO ALL OF ITS DUTIES,
DEBTS AND LIABILITIES EXISTING
PRIOR TO ITS REVIVAL. UPON
APPROVAL BY THE COMMISSION,
THE CORPORATION SHALL BE
DEEMED REVIVED AND A
CERTIFICATE OF REVIVAL OF
CORPORATE EXISTENCE SHALL BE
ISSUED, GIVING IT PERPETUAL
EXISTENCE, UNLESS ITS
APPLICATION FOR REVIVAL
PROVIDES OTHERWISE.

NO APPLICATION FOR REVIVAL OF

CERTIFICATE OF INCORPORATION
OF BANKS, BANKING AND QUASI-
BANKING INSTITUTIONS, PRENEED,
INSURANCE AND TRUST COMPANIES,
NON-STOCK SAVINGS AND LOAN
ASSOCIATIONS (NSSLAS),
PAWNSHOPS, CORPORATIONS
ENGAGED IN MONEY SERVICE
BUSINESS, AND OTHER FINANCIAL
INTERMEDIARIES SHALL BE
APPROVED BY THE COMMISSION
UNLESS ACCOMPANIED BY A
FAVORABLE RECOMMENDATION OF
THE APPROPRIATE GOVERNMENT
AGENCY.

Section 12. Minimum capital stock Sec. 12. Minimum Capital Stock NOT
required of stock corporations. – Stock Required of Stock Corporations. - Stock
corporations incorporated under this corporations shall not be required to
Code shall not be required to have any have a minimum authorized capital
minimum authorized capital stock stock, except as otherwise specifically
except as otherwise specifically provided by special law, and subject to
provided for by special law, and subject the provisions of the following section.
to the provisions of the following
section.
Section 13. Amount of capital stock to
be subscribed and paid for the
Section 13. Amount of capital stock to purposes of incorporation. – At least
be subscribed and paid for the twenty-five percent (25%) of the
purposes of incorporation. – At least authorized capital stock as stated in the
twenty-five percent (25%) of the articles of incorporation must be
authorized capital stock as stated in the subscribed at the time of incorporation,
articles of incorporation must be and at least twenty-five (25%) per cent
subscribed at the time of incorporation, of the total subscription must be paid
and at least twenty-five (25%) per cent upon subscription, the balance to be
of the total subscription must be paid payable on a date or dates fixed in the
upon subscription, the balance to be contract of subscription without need
payable on a date or dates fixed in the of call, or in the absence of a fixed date
contract of subscription without need or dates, upon call for payment by the
of call, or in the absence of a fixed date board of directors: Provided, however,
or dates, upon call for payment by the That in no case shall the paid-up capital
board of directors: Provided, however, be less than five Thousand (P5,000.00)
That in no case shall the paid-up capital pesos.
be less than five Thousand (P5,000.00)
pesos.

Section 14. Contents of the articles of Sec. 13. Contents of the Articles of
incorporation. – All corporations Incorporation. - All corporations shall
organized under this code shall file with file with the Commission articles of
the Securities and Exchange incorporation in any of the official
Commission articles of incorporation in languages, duly signed and
any of the official languages duly signed acknowledged or authenticated, in such
and acknowledged by all of the form and manner as may be allowed by
incorporators, containing substantially the Commission, containing
the following matters, except as substantially the following matters,
otherwise prescribed by this Code or by except as otherwise prescribed by this
special law: Code or by special law:

1. The name of the corporation; (a) The name of the corporation;

2. The specific purpose or purposes for (b) The specific purpose or purposes
which the corporation is being for which the corporation is being
incorporated. Where a corporation has formed. Where a corporation has more
more than one stated purpose, the than one stated purpose, the articles of
articles of incorporation shall state incorporation shall indicate the
which is the primary purpose and primary purpose and the secondary
which is/are the secondary purpose or purpose or purposes: Provided, That a
purposes: Provided, That a non-stock nonstock corporation may not include a
corporation may not include a purpose purpose which would change or
which would change or contradict its contradict its nature as such;
nature as such;

(c) The place where the principal office

3. The place where the principal office of the corporation is to be located,
of the corporation is to be located, which must be within the Philippines;
which must be within the Philippines;
 (d) The term for which the corporation
is to exist, IF THE CORPORATION HAS
4. The term for which the corporation is
NOT ELECTED PERPETUAL
to exist;
EXISTENCE;

5. The names, nationalities and

(e) The names, nationalities, and
residences of the incorporators;
residence addresses of the
incorporators;

6. The number of directors or trustees,

which shall not be less than five (5) nor
(f) The number of directors or trustees,
more than fifteen (15);
which shall not be less than five (5) nor
more than fifteen (15) OR THE
NUMBER OF TRUSTEES WHICH MAY
7. The names, nationalities and BE MORE THAN FIFTEEN (15);
residences of persons who shall act as
directors or trustees until the first
regular directors or trustees are duly
(g) The names, nationalities, and
elected and qualified in accordance
residence addresses of persons who
with this Code;
shall act as directors or trustees until
the first regular directors or trustees
are duly elected and qualified in
8. If it be a stock corporation, the accordance with this Code;
amount of its authorized capital stock
in lawful money of the Philippines, the
number of shares into which it is
(h) If it be a stock corporation, the
divided, and in case the share are par
amount of its authorized capital stock
value shares, the par value of each, the
in lawful money of the Philippines,
names, nationalities and residences of
number of shares into which it is
the original subscribers, and the
divided, the par value of each, names,
amount subscribed and paid by each on
nationalities, and residence addresses
his subscription, and if some or all of
of the original subscribers, amount
the shares are without par value, such
subscribed and paid by each on the
fact must be stated;
subscription, and a statement that some
or all of the shares are without par
value, if applicable;
9. If it be a non-stock corporation, the
amount of its capital, the names,
nationalities and residences of the
(i) If it be a non-stock corporation, the
contributors and the amount
amount of its capital, the names,
contributed by each; and
nationalities, and residence addresses
of the contributors, and amount
contributed by each; and
10. Such other matters as are not
inconsistent with law and which the
incorporators may deem necessary and
convenient. (j) Such other matters consistent with
law and which the incorporators may
deem necessary and convenient.
The Securities and Exchange
Commission shall not accept the
articles of incorporation of any stock The Securities and Exchange
corporation unless accompanied by a Commission shall not accept the
sworn statement of the Treasurer articles of incorporation of any stock
elected by the subscribers showing that corporation unless accompanied by a
at least twenty-five (25%) percent of sworn statement of the Treasurer
the authorized capital stock of the elected by the subscribers showing that
corporation has been subscribed, and at at least twenty-five (25%) percent of
least twenty-five (25%) of the total the authorized capital stock of the
subscription has been fully paid to him corporation has been subscribed, and at
in actual cash and/or in property the least twenty-five (25%) of the total
fair valuation of which is equal to at subscription has been fully paid to him
least twenty-five (25%) percent of the in actual cash and/or in property the
said subscription, such paid-up capital fair valuation of which is equal to at
being not less than five thousand least twenty-five (25%) percent of the
(P5,000.00) pesos. said subscription, such paid-up capital
being not less than five thousand
(P5,000.00) pesos.

AN ARBITRATION AGREEMENT MAY

BE PROVIDED IN THE ARTICLES OF
INCORPORATION PURSUANT TO
SECTION 181 OF THIS CODE.

THE ARTICLES OF INCORPORATION

AND APPLICATIONS FOR
AMENDMENTS THERETO MAY BE
FILED WITH THE COMMISSION IN
THE FORM OF AN ELECTRONIC
DOCUMENT, IN ACCORDANCE WITH
THE COMMISSION’S RULES AND
REGULATIONS ON ELECTRONIC
FILING.

Section 15. Forms of Articles of Sec. 14. Form of Articles of

Incorporation. – Unless otherwise Incorporation. - Unless otherwise
prescribed by special law, articles of prescribed by special law, the articles of
incorporation of all domestic incorporation of all domestic
corporations shall comply substantially corporations shall comply substantially
with the following form: with the following form:
ARTICLES OF INCORPORATION Articles of Incorporation

OF of

(Name of Corporation)

__________________________

(Name of Corporation) The undersigned incorporators, all of

legal age, have voluntarily agreed to
form a (stock) (nonstock) corporation
KNOW ALL MEN BY THESE PRESENTS: under the laws of the Repubhc of the
Philippines and certify the following:

The undersigned incorporators, all of

legal age and a majority of whom are First: That the name of said corporation
residents of the Philippines, have this shall be __________ , Inc., Corporation OR
day voluntarily agreed to form a (stock) OPC”;
(non-stock) corporation under the laws
of the Republic of the Philippines;
Second: That the purpose or purposes
for which such corporation is
AND WE HEREBY CERTIFY: incorporated are: (If there is more than
one purpose, indicate primary and
secondary purposes):
FIRST: That the name of said
corporation shall be
"_____________________, INC. or Third: That the principal office of the
CORPORATION"; corporation is located in the
City/Municipality o f______________ ,
Province of _______________________,
Philippines:
SECOND: That the purpose or purposes
for which such corporation is
incorporated are: (If there is more than
one purpose, indicate primary and Fourth: THAT THE CORPORATION
secondary purposes); SHALL HAVE PERPETUAL EXISTENCE
OR A TERM OF ____________ years from
the date of issuance of the certificate of
incorporation:
THIRD: That the principal office of the
corporation is located in the
City/Municipality of
________________________, Province of Fifth: That the names, nationalities, and
_______________________, Philippines; residence addresses of the
incorporators of the corporation are as
follows:
FOURTH: That the term for which said
corporation is to exist is _____________
years from and after the date of
Name Nationality Residence
issuance of the certificate of
incorporation; ___________________ ___________________
___________________

___________________ ___________________
FIFTH: That the names, nationalities
___________________
and residences 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

SIXTH: That the number of directors or ___________________ ___________________

trustees of the corporation shall be ___________________
_______; and the names, nationalities and
___________________ ___________________
residences of the first directors or
___________________
trustees of the corporation are as
follows: ___________________ ___________________
___________________

___________________ ___________________
NAME NATIONALITY RESIDENCE
___________________
___________________ ___________________
___________________ ___________________
___________________
___________________
___________________ ___________________
___________________
Seventh: That the authorized capital
___________________ ___________________
stock of the corporation i s ____________
___________________
PESOS (P_______ ) in lawful money,
___________________ ___________________ divided into ___ shares with the par
___________________ value of ___ PESOS (p ___) per share.
___________________ ___________________
___________________
(In case all the shares are without par
value): That the capital stock of the
corporation is ___________________ shares
SEVENTH: That the authorized capital
without par value. (In case some shares
stock of the corporation is
have par value and some are without
______________________ (P___________) PESOS
par value): That the capital stock of said
in lawful money of the Philippines,
corporation consists of
divided into __________ shares with the
_________________________ shares, of which
par value of ____________________
__________________________ shares have a
(P_____________) Pesos per share.
par value of _______ PESOS (P___________ )
each, and of which _________________
shares are without par value.
(In case all the share are without par
value):
EIGHTH: That at least twenty five
(25%) per cent of the authorized
That the capital stock of the capital stock above stated has been
corporation is ______________ shares subscribed as follows:
without par value. (In case some shares
have par value and some are without
par value): That the capital stock of said
Name of
corporation consists of _____________
shares of which ______________ shares are Subscriber Nationality No. of
of the par value of _________________ Shares
(P____________) PESOS each, and of which
Subscribed Amount
_________________ shares are without par
value. Subscribed

EIGHTH: That at least twenty five NINTH: That the above-named

(25%) per cent of the authorized subscribers have paid at least twenty-
capital stock above stated has been five (25%) percent of the total
subscribed as follows: subscription as follows:

Name of Name of
Subscriber Nationality No. of Subscriber Amount Subscribed
Shares Total
Subscribed Amount Paid-In
Subscribed ___________________ ___________________
___________________
___________________ ___________________
___________________ ___________________ ___________________
___________________ ___________________
___________________ ___________________ ___________________ ___________________
___________________ ___________________
___________________
___________________ ___________________
___________________ ___________________ ___________________
___________________
___________________ ___________________
___________________
___________________
___________________ ___________________
___________________
___________________

___________________ ___________________ 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
NINTH: That the above-named
PAID
subscribers have paid at least twenty-
five (25%) percent of the total
subscription as follows:
(Modify No. 8 if shares are with no-par
value. In case the corporation is
nonstock. Nos. 7 and 8 of the above
Name of
articles may be modified accordingly,
Subscriber Amount Subscribed and it is sufficient if the articles state
Total the amount of capital or money
contributed or donated by specified
Paid-In
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
(Modify Nos. 8 and 9 if shares are with subscriptions, contributions or
no par value. In case the corporation is donations paid or given by the
non-stock, Nos. 7, 8 and 9 of the above subscribers or members, WHO
articles may be modified accordingly, CERTIFIES THE INFORMATION SET
FORTH IN THE SEVENTH AND
and it is sufficient if the articles state EIGHTH CLAUSES ABOVE, AND THAT
the amount of capital or money THE PAID-UP PORTION OF THE
contributed or donated by specified SUBSCRIPTION IN CASH AND/OR
persons, stating the names, PROPERTY FOR THE BENEFIT AND
nationalities and residences of the CREDIT OF THE CORPORATION HAS
contributors or donors and the BEEN DULY RECEIVED.
respective amount given by each.)

TENTH: THAT THE INCORPORATORS

TENTH: That _____________________ has UNDERTAKE TO CHANGE THE NAME
been elected by the subscribers as OF THE CORPORATION
Treasurer of the Corporation to act as IMMEDIATELY UPON RECEIPT OF
such until his successor is duly elected NOTICE FROM THE COMMISSION
and qualified in accordance with the by- THAT ANOTHER CORPORATION,
laws, and that as such Treasurer, he has PARTNERSHIP OR PERSON HAS
been authorized to receive for and in ACQUIRED A PRIOR RIGHT TO THE
the name and for the benefit of the USE OF SUCH NAME, THAT THE
corporation, all subscription (or fees) NAME HAS BEEN DECLARED NOT
or contributions or donations paid or DISTINGUISHABLE FROM A NAME
given by the subscribers or members. ALREADY REGISTERED OR
RESERVED FOR THE USE OF
ANOTHER CORPORATION, OR THAT
ELEVENTH: (Corporations which will IT IS CONTRARY TO LAW, PUBLIC
engage in any business or activity MORALS, GOOD CUSTOMS OR PUBLIC
reserved for Filipino citizens shall POLICY.
provide the following):

Eleventh: (Corporations which will

"No transfer of stock or interest which engage in any business or activity
shall reduce the ownership of Filipino reserved for Filipino citizens shall
citizens to less than the required provide the following):
percentage of the capital stock as
provided by existing laws shall be
allowed or permitted to be recorded in “No transfer of stock or interest which
the proper books of the corporation shall reduce the ownership of Filipino
and this restriction shall be indicated in citizens to less than the required
all stock certificates issued by the percentage of capital stock as provided
corporation." by existing laws shall be allowed or
permitted to be recorded in the proper
books of the corporation, and this
IN WITNESS WHEREOF, we have restriction shall be indicated in all stock
hereunto signed these Articles of certificates issued by the corporation.”
Incorporation, this __________ day of
________________, 19 ______ in the
City/Municipality of ____________________, IN WITNESS WHEREOF, we have
Province of ________________________, hereunto signed these Articles of
Republic of the Philippines. Incorporation, t h i s _______ day of
 ________________ , 20_____ in the
City/Municipality of _______________ ,
___________________ ___________________
Province o f _______________ , Republic of
___________________ ___________________ the Philippines.

________________________________ ___________________ ___________________

___________________ ___________________

(Names and signatures of the ________________________________

incorporators)

(Names and signatures of the

SIGNED IN THE PRESENCE OF: incorporators)

___________________ ___________________ (Name and signature of Treasurer)

(Notarial Acknowledgment)
TREASURER’S AFFIDAVIT

TREASURER’S AFFIDAVIT REPUBLIC OF THE PHILIPPINES)

CITY/MUNICIPALITY OF ) S.S.

REPUBLIC OF THE PHILIPPINES) PROVINCE OF )

CITY/MUNICIPALITY OF ) S.S. I, ____________________, being duly sworn,

depose and say:

PROVINCE OF )
That I have been elected by the
subscribers of the corporation as
Treasurer thereof, to act as such until
I, ____________________, being duly sworn,
my successor has been duly elected and
depose and say:
qualified in accordance with the by-
laws of the corporation, and that as
such Treasurer, I hereby certify under
That I have been elected by the oath that at least 25% of the authorized
subscribers of the corporation as capital stock of the corporation has
Treasurer thereof, to act as such until been subscribed and at least 25% of the
my successor has been duly elected and total subscription has been paid, and
qualified in accordance with the by- received by me, in cash or property, in
laws of the corporation, and that as the amount of not less than P5,000.00,
such Treasurer, I hereby certify under in accordance with the Corporation
oath that at least 25% of the authorized Code.
capital stock of the corporation has
been subscribed and at least 25% of the
total subscription has been paid, and (Signature of Treasurer)
received by me, in cash or property, in
the amount of not less than P5,000.00,
in accordance with the Corporation
Code.

____________________

(Signature of Treasurer)

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. ___________ issued at
_______________________ on ____________, 19
______

NOTARY PUBLIC

My commission expires on _________, 19

_____

Doc. No. _________;

Page No. _________;

Book No. ________;

Series of 19____ (7a)

Section 17. Grounds when articles of Sec. 16. Grounds When Articles of
incorporation or amendment may be Incorporation or Amendment May be
rejected or disapproved. – The Disapproved. - The Commission may
Securities and Exchange Commission disapprove the articles of incorporation
may reject the articles of incorporation or any amendment thereto if the same
or disapprove any amendment thereto is not compliant with the requirements
if the same is not in compliance with of this Code: Provided, That the
the requirements of this Code: Commission shall give the
Provided, That the Commission shall incorporators, directors, trustees, or
give the incorporators a reasonable officers a reasonable time from receipt
time within which to correct or modify of the disapproval within which to
the objectionable portions of the modify the objectionable portions of
articles or amendment. The following the articles or amendment. The
are grounds for such rejection or following are grounds for such
disapproval: disapproval:

1. That the articles of incorporation or

any amendment thereto is not (a) The articles of incorporation or any
substantially in accordance with the amendment thereto is not substantially
form prescribed herein; in accordance with the form prescribed
herein;

2. That the purpose or purposes of the

corporation are patently (b) The purpose or purposes of the
unconstitutional, illegal, immoral, or corporation are patently
contrary to government rules and unconstitutional, illegal, immoral or
regulations; contrary to government rules and
regulations:

3. That the Treasurer’s Affidavit

concerning the amount of capital stock (c) The certification concerning the
subscribed and/or paid is false; amount of capital stock subscribed
and/or paid is false; and

4. That the percentage of ownership of

the capital stock to be owned by (d) The required percentage of Filipino
citizens of the Philippines has not been ownership of the capital stock under
complied with as required by existing existing laws or the Constitution has
laws or the Constitution. not been complied with.

No articles of incorporation or No articles of incorporation or

amendment to articles of incorporation amendment to articles of incorporation
of banks, banking and quasi-banking of banks, banking and quasi-banking
institutions, building and loan institutions, building and loan
associations, trust companies and other associations, PRENEED, insurance and
financial intermediaries, insurance trust companies, NSSLAS,
companies, public utilities, educational PAWNSHOPS, and other financial
institutions, and other corporations intermediaries public utilities,
governed by special laws shall be educational institutions, and other
corporations governed by special laws
accepted or approved by the shall be approved by the Commission
Commission unless accompanied by a unless accompanied by a favorable
favorable recommendation of the recommendation of the appropriate
appropriate government agency to the government agency to the effect that
effect that such articles or amendment such articles or amendment is in
is in accordance with law. accordance with law.

Section 18. Corporate name. – No Sec. 17. Corporate Name. - No corporate

corporate name may be allowed by the name shall be allowed by the
Securities and Exchange Commission if Commission if IT IS NOT
the proposed name is identical or DISTINGUISHABLE FROM THAT
deceptively or confusingly similar to ALREADY RESERVED OR
that of any existing corporation or to REGISTERED FOR THE USE OF
any other name already protected by ANOTHER CORPORATION, OR IF
law or is patently deceptive, confusing SUCH NAME IS ALREADY PROTECTED
or contrary to existing laws. When a BY LAW, OR WHEN ITS USE IS
change in the corporate name is CONTRARY TO EXISTING LAW,
approved, the Commission shall issue RULES AND REGULATIONS.
an amended certificate of incorporation
under the amended name.
A NAME IS NOT DISTINGUISHABLE
EVEN IF IT CONTAINS ONE OR MORE
OF THE FOLLOWING:

(A) THE WORD “CORPORATION”,

“COMPANY”, “INCORPORATED”,
“LIMITED”, “LIMITED LIABILITY”, OR
AN ABBREVIATION OF ONE OF SUCH
WORDS; AND

(B) PUNCTUATIONS, ARTICLES,

CONJUNCTIONS, CONTRACTIONS,
PREPOSITIONS, ABBREVIATIONS,
DIFFERENT TENSES, SPACING, OR
NUMBER OF THE SAME WORD OR
PHRASE.

THE COMMISSION, UPON

DETERMINATION THAT THE
CORPORATE NAME IS: (1) NOT
DISTINGUISHABLE FROM A NAME
ALREADY RESERVED OR
REGISTERED FOR THE USE OF
ANOTHER CORPORATION; (2)
 ALREADY PROTECTED BY LAW; OR
(3) CONTRARY TO LAW, RULES AND
REGULATIONS, MAY SUMMARILY
ORDER THE CORPORATION TO
IMMEDIATELY CEASE AND DESIST
FROM USING SUCH NAME AND
REQUIRE THE CORPORATION TO
REGISTER A NEW ONE. THE
COMMISSION SHALL ALSO CAUSE
THE REMOVAL OF ALL VISIBLE
SIGNAGES, MARKS,
ADVERTISEMENTS, LABELS, PRINTS
AND OTHER EFFECTS BEARING SUCH
CORPORATE NAME. UPON THE
APPROVAL OF THE NEW
CORPORATE NAME, THE
COMMISSION SHALL ISSUE A
CERTIFICATE OF INCORPORATION
UNDER THE AMENDED NAME.

IF THE CORPORATION FAILS TO

COMPLY WITH THE COMMISSION’S
ORDER, THE COMMISSION MAY
HOLD THE CORPORATION AND ITS
RESPONSIBLE DIRECTORS OR
OFFICERS IN CONTEMPT AND/OR
HOLD THEM ADMINISTRATIVELY,
CIVILLY AND/OR CRIMINALLY
LIABLE UNDER THIS CODE AND
OTHER APPLICABLE LAWS AND/OR
REVOKE THE REGISTRATION OF THE
CORPORATION.

Section 19. Commencement of SEC. 18. REGISTRATION,

corporate existence. – A private INCORPORATION AND
corporation formed or organized under COMMENCEMENT OF CORPORATE
this Code commences to have corporate EXISTENCE. — A PERSON OR GROUP
existence and juridical personality and OF PERSONS DESIRING TO
is deemed incorporated from the date INCORPORATE SHALL SUBMIT THE
the Securities and Exchange INTENDED CORPORATE NAME TO
Commission issues a certificate of THE COMMISSION FOR
incorporation under its official seal; and VERIFICATION. IF THE COMMISSION
thereupon the incorporators, FINDS THAT THE NAME IS
stockholders/members and their DISTINGUISHABLE FROM A NAME
successors shall constitute a body ALREADY RESERVED OR
politic and corporate under the name REGISTERED FOR THE USE OF
stated in the articles of incorporation ANOTHER CORPORATION, NOT
for the period of time mentioned PROTECTED BY LAW AND IS NOT
therein, unless said period is extended CONTRARY TO LAW, RULES AND
or the corporation is sooner dissolved REGULATIONS, THE NAME SHALL BE
in accordance with law. RESERVED IN FAVOR OF THE
INCORPORATORS. THE
INCORPORATORS SHALL THEN
SUBMIT THEIR ARTICLES OF
INCORPORATION AND BYLAWS TO
THE COMMISSION.

IF THE COMMISSION FINDS THAT

THE SUBMITTED DOCUMENTS AND
INFORMATION ARE FULLY
COMPLIIANT WITH THE
REQUIREMENTS OF THIS CODE,
OTHER RELEVANT LAWS, RULES AND
REGULATIONS, THE COMMISSION
SHALL ISSUE THE CERTIFICATE OF
INCORPORATION.

A private corporation organized under

this Code commences its corporate
existence and juridical personality from
the date the Commission issues the
certificate of incorporation under its
official seal and thereupon the
incorporators, stockholders/members
and their successors shall constitute a
body politic and corporate under the
name stated in the articles of
incorporation for the period of time
mentioned therein, unless said period is
extended or the corporation is sooner
dissolved in accordance with law.

Section 22. Effects on non-use of Sec. 21. Effects of Non-Use of Corporate

corporate charter and continuous Charter and Continuous Inoperation. —
inoperation of a corporation. – If a If a corporation does not formally
corporation does not formally organize organize and commence the transaction
and commence the transaction of its of its business or the construction of its
business or the construction of its works within two (2) FIVE (5) years
works within two (2) years from the from the date of its incorporation, its
date of its incorporation, its corporate corporate powers cease and the
powers cease and the corporation shall corporation shall be deemed dissolved
be deemed dissolved. However, if a ITS CERTIFICATE OF
corporation has commenced the INCORPORATION SHALL BE DEEMED
transaction of its business but REVOKED AS OF THE DAY
subsequently becomes continuously FOLLOWING THE END OF THE FIVE
inoperative for a period of at least five (5)-YEAR PERIOD. However, if a
(5) years, the same shall be a ground corporation has commenced its
for the suspension or revocation of its business but subsequently becomes
corporate franchise or certificate of inoperative for a period of at least five
incorporation. (5) consecutive years, the same shall be
a ground for the suspension or
revocation of its corporate franchise or
This provision shall not apply if the certificate of incorporation THE
failure to organize, commence the COMMISSION MAY, AFTER DUE
transaction of its businesses or the NOTICE AND HEARING, PLACE THE
construction of its works, or to CORPORATION UNDER DELINQUENT
continuously operate is due to causes STATUS.
beyond the control of the corporation
as may be determined by the Securities
and Exchange Commission. This provision shall not apply if the
failure to organize, commence the
transaction of its businesses or the
construction of its works, or to
continuously operate is due to causes
beyond the control of the corporation
as may be determined by the Securities
and Exchange Commission.

A DELINQUENT CORPORATION
SHALL HAVE A PERIOD OF TWO (2)
YEARS TO RESUME OPERATIONS
AND COMPLY WITH ALL
REQUIREMENTS THAT THE
COMMISSION SHALL PRESCRIBE.
UPON COMPLIANCE BY THE
CORPORATION, THE COMMISSION
SHALL ISSUE AN ORDER LIFTING THE
DELINQUENT STATUS. FAILURE TO
COMPLY WITH THE REQUIREMENTS
AND RESUME OPERATIONS WITHIN
THE PERIOD GIVEN BY THE
COMMISSION SHALL CAUSE THE
REVOCATION OF THE
CORPORATION’S CERTIFICATE OF
INCORPORATION.

THE COMMISSION SHALL GIVE

REASONABLE NOTICE TO, AND
COORDINATE WITH THE
APPROPRIATE REGULATORY
AGENCY PRIOR TO THE SUSPENSION
OR REVOCATION OF THE
CERTIFICATE OF INCORPORATION
OF COMPANIES UNDER THEIR
SPECIAL REGULATORY
JURISDICTION.