Articles of Incorporation
Articles of Incorporation
OF
______________________
(Name of Corporation)
The undersigned incorporators, all of legal age and a majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock corporation
under the laws of the Republic of the Philippines;
PRIMARY
SECONDARY
(2) To deal, engage and transact, directly or indirectly, in all forms of business
and mercantile acts and transactions concerning all kinds of real or personal property,
goods, wares, chattels, choses in action, tangible and intangible properties, technical
and industrial equipment, personal and real rights, commercial papers, evidences of
indebtedness, or other forms of obligations, services and all other things including future
ones, as may be reasonably necessary to enable the Corporation to carry out its
business and which are not excluded from the commerce of man or which are not
contrary to law or good morals;
(3) To invest and deal with the money and properties of the corporation in
such manner as may from time to time be considered wise or expedient for the
advancement of its interests and to sell, dispose of or transfer the business, properties
and goodwill of the corporation or any part thereof for such consideration and under
such terms as it shall see fit to accept;
(4) To borrow or raise money necessary to meet the financial requirements of
its business by the issuance of bonds, promissory notes and other evidences of
indebtedness, and to secure the repayment thereof by mortgage, pledge, deed of trust
or sale upon the properties of the corporation or to issue pursuant to law shares of its
capital stock, debentures and other evidences of indebtedness in payment for
properties acquired by the corporation or for money borrowed in the prosecution of its
lawful business;
(5) To enter into any lawful arrangement for sharing profits, union of interest,
reciprocal concession or cooperation, including joint venture arrangements, with any
corporation, association, partnership, syndicate, entity, person or governmental, municipal or
public authority, domestic or foreign, in carrying of any business or transaction deemed
necessary, convenient or incidental to carrying out any of the purposes of the Corporation;
(7) To do all such other things and acts as are necessary or impliedly
included, incidental or conducive to the attainment of the above objects or any of them,
or which may be conveniently carried on or done in connection therewith, or which may
directly or indirectly enhance the value of or render profitable any business of the
Corporation; provided always that, nothing shall be done in connection with any of the
above objects of the Corporation which is prohibited by the laws of the Philippines now
or hereafter existing, and provided further that the funds of the Corporation invested for
one purpose shall not be diverted to another purpose except in accordance with the
Corporation Law of the Philippines.
FOURTH: That the term for which the said corporation is to exist is
______________ years from and after the date of issuance of the certificate of
incorporation;
FIFTH: That the names, nationalities and residences of the incorporators of the
corporation are as follows:
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 __________ share of which _________
shares are of the par value of (P________) PESOS each, and of which _________
shares are without par value.
EIGHT: That at least twenty-five percent (25%) of the authorized capital stock
above stated has been subscribed as follows:
No. of
Name of Shares Amount
Subscriber Nationality Subscribed Subscribed
__________ __________ __________ __________
__________ __________ __________ __________
__________ __________ __________ __________
__________ __________ __________ __________
__________ __________ __________ __________
NINTH: That the above-named subscribers have paid at least twenty-five percent
(25%) of the total subscription as follows:
“No transfer of stock or interest which shall 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 all the stock certificates issued by the
corporation.”
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