The Certificate of Articles of Incorporation is a mandatory legal document required under Philippine law for establishing a corporation. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and serves as the foundation document that brings the corporation into existence. The document includes crucial information required by the Revised Corporation Code, such as the corporation's name, purpose, principal office, capital structure, and details of incorporators and directors. This document is essential for any business seeking to incorporate in the Philippines and must be prepared with careful attention to legal requirements and SEC regulations. Once approved by the SEC, it becomes the primary evidence of the corporation's legal existence and the basis for its operations and governance structure.
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1. Corporate Name: The complete and exact corporate name that has been verified and reserved with the SEC
2. Principal Office: Complete address of the corporation's principal office, which must be located in the Philippines
3. Corporate Purpose: Specific statement of the primary purpose and secondary purposes of the corporation
4. Corporate Term: Statement of the corporation's term of existence, which may be perpetual
5. Incorporators and Directors: Names, nationalities, and residential addresses of all incorporators and directors, who must be at least 5 and majority must be residents of the Philippines
6. Capital Structure: Details of authorized capital stock, par value, and subscription requirements including the amount subscribed and paid-up
7. Treasurer's Affidavit: Sworn statement by the Treasurer regarding the amount of capital stock subscribed and paid-up
8. Corporate Officers: Names and details of initial officers of the corporation
9. Fiscal Year: Specification of the corporation's fiscal year
10. Execution: Signature portion for incorporators and witnesses, with acknowledgment before a notary public
1. By-Laws Provisions: Specific provisions that would normally be in by-laws but are being included in the Articles for emphasis or importance
2. Foreign Ownership Limitations: Required when the corporation operates in a nationality-restricted industry or has foreign investors
3. Preferred Shares Provisions: Details of rights, privileges, and restrictions of preferred shares if the corporation will issue them
4. Branch Office Provisions: Required when the corporation plans to establish branch offices
5. Founder's Shares: Special provisions for founder's shares with their corresponding rights and privileges
1. Schedule A - Subscription Details: Detailed breakdown of share subscriptions by each incorporator
2. Schedule B - Property Contributions: Description and valuation of any property being contributed as payment for shares
3. Schedule C - Secondary Purposes: Detailed list of secondary purposes if too lengthy for main document
4. Appendix 1 - Treasurer's Affidavit Supporting Documents: Bank certificates and other proof of paid-up capital
5. Appendix 2 - Tax Identification Documents: Copies of tax identification documents of incorporators
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