Revised Corporation Code (RA No. 11232) – Title II – Incorporation and Organization of Private Corporations

TITLE II – INCORPORATION AND ORGANIZATION OF PRIVATE CORPORATIONS

Section 10. Number and Qualifications of Incorporators. Any person, partnership, association or corporation, singly or jointly with others but not more than fifteen (15) in number, may organize a corporation for any lawful purpose or purposes; Provided, That natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation unless otherwise provided under special laws. Incorporators who are natural persons must be of legal age.

Each incorporator of stock corporation must own or be a subscriber to at least one (1) share of the capital stock.

A corporation with a single stockholder is considered a One Person Corporation as described in Title XIII, Chapter III of this Code.

Section 11. Corporate Term. – A corporation shall have perpetual existence unless its articles of incorporation provides otherwise.

Corporations with certificates of incorporation issued prior to the effectivity of this Code, and which continue to exist, shall have perpetual existence, unless the corporation, upon a vote of its stockholders representing a majority of its outstanding capital stock, notifies the Commission that it elects to retain its specific corporate term pursuant to its articles of incorporation: Provided, That any change in the corporate term under this section is without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code.

A corporate term for a specific period may be extended or shortened by amending the articles of incorporation: Provided, That no extension may be made earlier than three (3) years prior to the original or subsequent expiry date(s) unless there are justifiable reasons for an earlier extension as may be determined by the Commission: Provided, further, That such extension of the corporate term shall take effect only on the day following the original or subsequent expiry date(s).

A corporation whose term has expired may apply for a revival of its corporate existence, together with all the rights and privileges under its certificate of incorporation and subject to all of its duties, debts and liabilities existing prior to its revival. Upon approval by the Commission, the corporation shall be deemed revived and a certificate of revival of corporate existence shall be issued, giving it perpetual existence, unless its application for revival provides otherwise.

No application for revival of certificate of incorporation of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, non-stock savings and loan associations (NSSLAs), pawnshops, corporations engaged in money service business, and other financial intermediaries shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency.

Section 12. Minimum Capital Stock Not Required of Stock Corporations. – Stock corporations shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law.

Section 13. Contents of the Articles of Incorporation. – All corporations shall file with the Commission articles of incorporation in any of the official languages, duly signed and acknowledged or authenticated, in such form and manner as may be allowed by the Commission, containing substantially the following matters, except as otherwise prescribed by this Code or by special law:

• (a) The name of the Corporation;
• (b) The specific purpose or purposes for which the corporation is being formed. Where a corporation has more than one stated purpose, the articles of incorporation shall indicate the primary purpose and the secondary purpose or purposes: Provided, That a nonstock corporation may not include a purpose which would change or contradict its nature as such;
• (c) The place where the principal office of the corporation is to be located, which must be within the Philippines;
• (d) The term for which the corporation is to exist, if the corporation has not elected perpetual existence;
• (e) The names, nationalities, and residence addresses of the incorporators;
• (f) The number of directors, which shall not be more than fifteen (15) or the number of trustees which may be more than fifteen (15);
• (g) The names, nationalities, and residence addresses of persons who will act as directors or trustees until the first regular directors or trustees are duly elected and qualified in accordance with this Code;
• (h) If it be a stock corporation, the amount of its authorized capital stock, number of shares into which it is divided, the par value of each, names, nationalities, and residence address of the original subscribers, amount subscribed and paid by each on the subscription, and a statement that some or all of the shares are without par value, if applicable;
• (i) If it be a nonstock corporation, the amount of its capital, the names, nationalities, and residence addresses of the contributors, and amount contributed by each; and,
• (j) Such other matters consistent with law and which incorporators may deem necessary and convenient.

An arbitration agreement may be provided in the articles of incorporation pursuant to Section 181 of this Code.

The articles of incorporation and applications for amendments thereto may be filed with the Commission in the form of an electronic document, in accordance with the Commission’s rules and regulations on electronic filing.

Section 14. Form of Articles of Incorporation. – Unless otherwise prescribed by special law, the articles of incorporation of all domestic corporations shall comply substantially with the following form:

Articles of Incorporation

Of

_________________________

(Name of Corporation)

The undersigned incorporators, all of age, have voluntary agreed to form a (stock) (nonstock) corporation under the laws of the Republic of the Philippines and certify the following:

First: That the name of the corporation shall be “____________, Inc., Corporation or OPC”;

Second: That the purpose or purposes for which such corporation is incorporated are: (If there is more than one purpose, indicate primary and secondary purposes);

Third: That the principal office of the corporation is located in the City/Municipality of ________, Province of ___________, Philippines;

Fourth: That the corporation shall have a perpetual existence or a term of _______ years from the date of issuance of the certificate of incorporation;

Fifth: That the names, nationalities, and residence addresses of the incorporators of the corporation are as follows:

Name              Nationality                  Residence

__________    ___________  ___________

__________    ___________  ___________

__________    ___________  ___________

__________    ___________  ___________

__________    ___________  ___________

Sixth: That the number of directors or trustees of the corporation shall be _____; and the names, nationalities, and residence addresses of the first directors or trustees of the corporation are as follows:

Name              Nationality                  Residence

__________    ___________  ___________

__________    ___________  ___________

__________    ___________  ___________

__________    ___________  ___________

__________    ___________  ___________

Seventh: That the authorized capital stock of the corporation is _____ PESOS (P______), divided into ____ shares with the par value of _____ PESOS (P______) per share. (In case all the shares are without par value): That the capital stock of the corporation is _____________ shares without par value.

(In case some shares have par value and some are without par value): That the capital stock of said corporation consists of ___________ shares, of which ___________ shares have a par value of _______________ PESOS (P__________) each, and of which _________ shares are without par value.

Eight: That the number of shares of the authorized capital stock above-stated has been subscribed as follows:

(Modify No. 8 if shares are with no-par value. In case the corporation is nonstock, Nos. 7 and 8 of the above articles may be modified accordingly, and it is sufficient if the articles state the amount of capital or money contributed or donated by specified persons, stating the names, nationalities, and residence address of the contributors or donors and the respective amount given by each.)

Ninth: That __________ has been elected by the subscriber as  Treasurer of the Corporation to act as such until after the successor is elected and qualified in accordance with the bylaws, that as Treasurer, authority has been given to receive in the name and for the benefit of the corporation, all subscriptions, contributions or donations paid or given by the subscribers or members, who certifies that information set forth in the seventh and eight clauses above, and that the paid-up portion of the subscription in case and/or property for the benefit and credit of the corporation has been duly received.

Tenth: That the incorporators undertake to change the name of the corporation immediately upon receipt of notice from the Commission that another corporation, partnership or person has acquired a prior right to the use of such name, that the name has been declared not distinguishable from a name already registered or reserved for the use of another corporation, or that it is contrary to law, public morals, and food customs or public policy.

Eleventh: (Corporation which will engage in any business or activity reserved for Filipino citizens shall provide the following):

“No transfer of stock or interest which shall reduce the ownership of Filipino citizens to less that the required percentage of capital stock as provided by existing laws shall be allowed or permitted to be recorded in the proper books of the corporation, and this restriction shall be indicated in all stock certificates issued by the corporation.”

IN WITNESS THEREOF, we have hereunto signed these Articles of Incorporation, this ___ day of ___________, 20__ in the City/Municipality of _____________, Province of ____________, Republic of the Philippines.

__________________                        ________________________

__________________                        ________________________

__________________                        ________________________

(Name and signature of the Incorporators)

__________________

(Name and signature of Treasurer)

Section 15. Amendment of Articles of Incorporation. – Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code. The articles of incorporation of a nonstock corporation may be amended by the vote or written assent of the majority of trustees and at least two-thirds (2/3) of the members.

The original and amended articles together shall contain all provisions required by law to set out in the articles of incorporation. Amendments to the articles shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and majority of the directors or trustees, with a statement that the amendment have been duly approved by the required vote of the stockholders or members shall be submitted to the Commission.

The amendment shall take effect upon their approval by the Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation.

Section 16. Grounds When Articles of Incorporation or Amendment May be Disapproved. – The Commission  may disapprove articles of incorporation or any amendment thereto if the same is not compliant with the requirements of this Code: Provided, That the Commission shall give the incorporators, directors, trustees, or officers a reasonable time from receipt of the disapproval within which to modify the objectionable portions of the articles or amendment. The following are the grounds for such disapproval:

• (a) The articles of incorporation or any amendment thereto is not substantially in accordance with the form prescribed herein;
• (b) The purpose or purposes of the corporation are patently unconstitutional, illegal, immoral or contrary to government rules and regulations;
• (c) The certification concerning the amount of capital stock subscribed and/or paid is false; and,
• (d) The required percentage of Filipino ownership of the capital stock under existing laws or the Constitution has not been complied with.

No articles of incorporation or amendment to articles of incorporation of banks, banking and quasi-banking institutions, preneed, insurance and trust companies, NSSLAs, pawnshops, and other financial intermediaries shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency the effect that such articles or amendment is in accordance with law.

Section 17. Corporate Name. – No corporate name shall be allowed by the Commission if it is not distinguishable from that already reserved or registered for the use of another corporation, or if such name is already protected by law, or when its use is contrary to existing law, rules and regulations.

A name is not distinguishable even if it contains one or more of the following:

• (a) The word “corporation”, “company”, “incorporated”, “limited”, “limited liability”, or an abbreviation of one of such words; and,
• (b)  Punctuations, articles, conjunctions, different tenses, spacing, or number of the same word or phrase.

The Commission, upon determination that the corporate name is: (1) not distinguishable from a name already reserved or registered for use of another corporation; (2) already protected by law; or (3) contrary to law, rules and regulations may summarily order the corporation for immediately cease and desist from using such name and require the corporation to register new one, The Commission shall also cause the removal of all visible signages, marks, advertisements, labels, prints, and other effects bearing such corporate name. Upon the approval of the new corporate name, the Commission shall issue a certificate of incorporation under the amended name.

If the corporation fails to comply with the Commission’s order, the Commission may hold the corporation and its responsible directors or officers in contempt and/or hold them administratively, civilly and/or criminally liable under this Code and other applicable laws and/or revoke the registration of the corporation.

Section 18. Registration, Incorporation and Commencement of Corporate Existence. – A person or group of persons desiring to incorporate shall submit intended corporate name to the Commission for verification. If the Commission finds that the name is distinguishable from a name already reserved or registered for use of another corporation, not protected by law and is not contrary to law, rules and regulations, the name shall be reserved in favor of the incorporators. The incorporators shall then submit their articles of incorporation and bylaws to the Commission.

If the Commission finds that the submitted documents and information are fully compliant with the requirements in this Code, other relevant laws, rules and regulations, the Commission shall issue the certificate of incorporation.

A private corporation organized under theis Code commences its corporate existence and juridical personality from the date the Commission issues the certificate of incorporation under its official seal and thereupon the incorporators, stockholders/members and their successors shall constitute a body corporate under the name stated in the articles of incorporation for the period of time mentioned therein, unless said period is extended or the corporation is sooner dissolved in accordance with law.

Section 19. De facto Corporations. – The due incorporation of any corporation claiming in good faith to be a corporation under this Code, and its right to exercise corporate powers, shall not be inquired collaterally in any private suit to which such corporation may be a party. Such inquiry may be made by the Solicitor General in a quo warranto proceeding.

Section 20. Corporation by Estoppel. – All persons who appear to act as a corporation knowing it to be without authority to do so shall be liable as general partners for all debts, liabilities and damages incurred or arising as a result thereof: Provided, however, That when any such ostensible corporation is sued on any transaction entered by it as a corporation or on any tort committed by it as such, it shall not be allowed to use its lack of corporate personality as a defense. Anyone who assumes an obligation to an ostensible corporation as such cannot resist performance thereof on the ground that there was in fact no corporation.

Section 21. Effects of Non-Use of Corporate Charter and Continuous Inoperation. – If a corporation does not formally organize and commence its business within five (5) years from the date of its incorporation, its certificate of incorporation shall be deemed revoked as of the day following the end of five (5)-year period.

However, if a corporation commenced its business but subsequently becomes inoperative for a period of at least five (5) consecutive years, the Commission may, after due notice and hearing, place the corporation under delinquent status.

A delinquent corporation shall have a period of two (2) years to resume operations and comply with all requirements that the Commission shall prescribe. Upon compliance by the corporation, the Commission shall issue an order lifting delinquent status. Failure to comply with the requirements and resume operations within the period given by the Commission shall cause the revocation of the corporation’s certificate of incorporation.

The Commission shall give reasonable notice to, and coordinate with the appropriate regulatory agency prior to the suspension or revocation of the certificate of incorporation of companies under their special regulatory jurisdiction.

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