Charter Articles of Incorporation are required when establishing a new corporation in the Philippines or converting an existing business into a corporation. This document must be prepared and filed with the Securities and Exchange Commission (SEC) as part of the incorporation process, in compliance with the Revised Corporation Code of 2019. The Articles contain crucial information about the corporation's identity, including its name, purpose, principal office, capital structure, and governance framework. It serves as the primary constitutional document of the corporation and must be signed by the incorporators who are typically the initial shareholders. The document requires careful preparation as it forms the foundation for corporate existence and operations, with amendments requiring stockholder approval and SEC filing. Special considerations apply for corporations with foreign ownership or those operating in regulated industries.
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1. Article I - Corporate Name: States the exact corporate name approved by the SEC, following Philippine naming conventions and restrictions
2. Article II - Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation
3. Article III - Principal Office: Specifies the complete address of the principal office in the Philippines
4. Article IV - Corporate Term: States the duration of corporate existence (typically perpetual under the new RCC)
5. Article V - Capital Structure: Details of authorized capital stock, par value, and classes of shares
6. Article VI - Names, Nationalities, and Residences of Incorporators: Lists all incorporators with their required personal information
7. Article VII - Board of Directors: Number of directors, qualifications, terms, and basic governance structure
8. Article VIII - Officers: Designation of required officers and their basic duties
9. Article IX - Shareholders Meetings: Provisions for annual and special meetings, quorum requirements, and voting rights
10. Article X - Amendment of Articles: Procedure for amending the Articles of Incorporation
1. Article on Preferred Shares: Include when the corporation will issue preferred shares, detailing rights, privileges, and restrictions
2. Article on Foreign Equity Limitations: Required for corporations in nationally restricted industries or with foreign ownership
3. Article on Branch Offices: Include when the corporation plans to establish branch offices
4. Article on Corporate Seal: Optional provision describing the corporate seal and its use
5. Article on Indemnification: Provisions for indemnifying directors and officers
6. Article on Stockholder's Pre-emptive Rights: Include when specific pre-emptive rights arrangements are desired
7. Article on Arbitration: Optional dispute resolution provisions through arbitration
1. Schedule A - Subscription Contract: Details of share subscriptions by initial stockholders
2. Schedule B - Treasurer's Affidavit: Sworn statement regarding paid-up capital
3. Schedule C - Tax Identification Information: Tax details of incorporators and the corporation
4. Schedule D - Secondary Licenses: List of required secondary licenses for regulated industries
5. Schedule E - Foreign Investment Details: Required for corporations with foreign equity
6. Appendix 1 - Board and Shareholder Resolutions: Initial organizational resolutions
7. Appendix 2 - Corporate Governance Manual: Detailed governance procedures and policies
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