The Certificate Of Incorporation Short Form is a fundamental document required for establishing a corporation in the Philippines. This document is mandated by the Revised Corporation Code of the Philippines and must be filed with the Securities and Exchange Commission (SEC) to legally create a corporation. It contains critical information about the corporate entity, including its name, purpose, capital structure, and key personnel. The short form version is typically used for straightforward corporate structures where complex provisions or special arrangements are not required. This document serves as the corporation's primary charter and must comply with Philippine corporate laws and SEC regulations. It is essential for businesses seeking to establish a corporate presence in the Philippines and forms the foundation for all subsequent corporate activities and regulatory compliance.
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1. Corporate Name: The complete and approved name of the corporation, including the required corporate identifier (e.g., 'Corporation', 'Inc.', 'Corp.')
2. Principal Office: Complete address of the corporation's principal office in the Philippines
3. Corporate Purpose: Primary and secondary purposes of the corporation, clearly stating the nature of business to be conducted
4. Corporate Term: Duration of the corporation's existence (may be perpetual under the Revised Corporation Code)
5. Capital Structure: Authorized capital stock, par value per share, and subscription details
6. Incorporators: Names, nationalities, and addresses of incorporators who must own/subscribe to shares of the corporation
7. Board of Directors: Number of directors and names of initial board members
8. Corporate Officers: Names and positions of initial corporate officers
1. Branch Offices: Details of any branch offices or secondary locations, used when the corporation has multiple locations at incorporation
2. Foreign Ownership Declaration: Required only when foreign nationals are among the incorporators or shareholders
3. Special Provisions: Any specific provisions or restrictions on corporate activities, used when the corporation has unique operational requirements
4. Preferred Shares Provisions: Details of preferred shares features and rights, included only if the corporation will issue preferred shares
1. Schedule A - Subscription Details: Detailed breakdown of share subscriptions by each incorporator
2. Schedule B - Treasurer's Affidavit: Sworn statement by the Treasurer regarding the paid-up capital
3. Schedule C - Tax Identification Information: List of incorporators' tax identification numbers and other tax-related information
4. Schedule D - Secondary Licenses: List of required secondary licenses based on the business activities (if applicable)
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