Standard Articles of Incorporation are required for any business seeking to establish itself as 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) as part of the corporate registration process. The Articles serve as the corporation's constitutional document, outlining essential elements such as corporate name, principal office, purpose, capital structure, and governance framework. It must be prepared in accordance with strict regulatory requirements and typically requires professional legal assistance to ensure compliance. The document becomes particularly important when seeking investment, opening corporate bank accounts, applying for licenses, or engaging in significant business transactions, as it serves as proof of the corporation's legal existence and basic organizational structure.
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1. Corporate Name: The complete corporate name that complies with SEC naming regulations and includes 'Corporation', 'Incorporated' or 'Inc.'
2. Principal Office: Complete Philippine address of the corporation's principal office
3. Corporate Purpose: Primary and secondary purposes of the corporation, detailing the business activities it will engage in
4. Capital Structure: Amount of authorized capital stock, par value, and number of shares, including any classification of shares if applicable
5. Names and Details of Incorporators: Names, nationalities, and residential addresses of incorporators, who must be at least 5 natural persons of legal age
6. Number of Directors: Specification of the number of directors (between 5 and 15)
7. Corporate Term: Statement of perpetual existence as default under the Revised Corporation Code
8. Subscription and Payment of Shares: Details of share subscription by incorporators and payment of at least 25% of authorized capital stock
1. Preferred Shares Provisions: Include when the corporation will issue preferred shares, detailing rights, privileges, and restrictions
2. Foreign Ownership Restrictions: Required when the corporation operates in a nationally restricted business area or has foreign shareholders
3. Corporate Officers: Optional section naming initial officers, though typically determined in organizational meeting
4. Branch Offices: Include when the corporation plans to establish branch offices from inception
5. Special Provisions: Any additional provisions for corporate governance or shareholder rights not covered in standard sections
1. Treasurer's Affidavit: Sworn statement by the Treasurer certifying the payment and receipt of capital subscription
2. Tax Identification Documents: Forms and certificates related to tax registration and compliance
3. Owner's Certificate: Declaration of ownership and beneficial ownership information
4. Bank Certificate: Proof of deposit of paid-up capital in a Philippine bank
5. Secondary License Requirements: Additional documentation required for regulated industries (if applicable)
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