The Corporation Certificate of Incorporation is a crucial document required for establishing a new corporation in the Philippines. It is filed with and issued by the Securities and Exchange Commission (SEC) under the authority of the Revised Corporation Code of the Philippines. This document is necessary when individuals or entities wish to form a corporation, providing legal recognition and protection of the corporate entity. It contains vital information about the corporation's structure, ownership, and governance, including the corporate name, principal office, purposes, capital structure, incorporators, directors, and officers. The certificate serves as the primary evidence of corporate existence and is required for various business activities, from opening bank accounts to entering into contracts. It must be maintained and updated as required by Philippine law, with any significant changes requiring SEC approval.
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1. Corporate Name: The approved and registered name of the corporation, including a certification of name availability from SEC
2. Principal Office: Complete address of the corporation's primary place of business in the Philippines
3. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation
4. Term of Existence: Statement of the corporation's duration (typically perpetual under the Revised Corporation Code)
5. Capital Structure: Details of authorized capital stock, par value, and classes of shares
6. Names, Nationalities, and Residences of Incorporators: Information about all incorporators, who must be at least 5 natural persons of legal age
7. Board of Directors: Names and details of initial board members, including their terms and qualifications
8. Subscription and Payment of Capital: Details of initial paid-up capital and subscription by incorporators
9. Corporate Officers: Names and positions of initial corporate officers
10. Corporate Seal: Description of the corporate seal to be used
1. Foreign Ownership Provisions: Required when the corporation has foreign investors, detailing compliance with foreign ownership restrictions
2. Special Provisions for Professional Corporations: Required for corporations practicing licensed professions, including specific requirements and restrictions
3. Preferred Shares Provisions: Required when the corporation will issue preferred shares, detailing rights and privileges
4. Branch Office Provisions: Required when the corporation plans to establish branch offices
5. Corporate Governance Provisions: Additional governance rules beyond statutory requirements, recommended for larger corporations
1. Treasurer's Affidavit: Sworn statement regarding the paid-up capital of the corporation
2. Articles of Incorporation: The complete Articles of Incorporation document with all required provisions
3. SEC Form F-100: Company information sheet required by the Securities and Exchange Commission
4. Bank Certificate: Proof of deposit of paid-up capital in a Philippine bank
5. Tax Identification Documents: Documents related to tax registration and compliance
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