As to Principal Office: - Section 14 [3] - The place where the principal office of the corporation is to be located, which m st be within

the Philippines! As to "orporate Term - Sec# 11# "orporate term# - A corporation shall e$ist for a period not e$ceedin% fift& '()* &ears from the date of incorporation nless sooner dissol+ed or nless said period is e$tended# The corporate term as ori%inall& stated in the articles of incorporation ma& be e$tended for periods not e$ceedin% fift& '()* &ears in an& sin%le instance b& an amendment of the articles of incorporation, in accordance with this "ode! Pro+ided, That no e$tension can be made earlier than fi+e '(* &ears prior to the ori%inal or s bse, ent e$pir& date's* nless there are - stifiable reasons for an earlier e$tension as ma& be determined b& the Sec rities and .$chan%e "ommission# As to n mber and residenc& of /ncorporators - Sec# 1)# 0 mber and , alifications of incorporators# - An& n mber of nat ral persons not less than fi+e '(* b t not more than fifteen '1(*, all of le%al a%e and a ma-orit& of whom are residents of the Philippines, ma& form a pri+ate corporation for an& lawf l p rpose or p rposes# .ach of the incorporators of stoc1 corporation m st own or be a s bscriber to at least one '1* share of the capital stoc1 of the corporation# As to minim m capitali2ation: - Sec# 13# 4inim m capital stoc1 re, ired of stoc1 corporations# - Stoc1 corporations incorporated nder this "ode shall not be re, ired to ha+e an& minim m a thori2ed capital stoc1 e$cept as otherwise specificall& pro+ided for b& special law, and s b-ect to the pro+isions of the followin% section# As to s bscription and paid- p re, irements: - Sec# 13# Amo nt of capital stoc1 to be s bscribed and paid for the p rposes of incorporation# - At least twent&-fi+e percent '3(5* of the a thori2ed capital stoc1 as stated in the articles of incorporation m st be s bscribed at the time of incorporation, and at least twent&-fi+e '3(5* per cent of the total s bscription m st be paid pon s bscription, the balance to be pa&able on a date or dates fi$ed in the contract of s bscription witho t need of call, or in the absence of a fi$ed date or dates, pon call for pa&ment b& the board of directors: Pro+ided, howe+er, That in no case shall the paid- p capital be less than fi+e Tho sand 'P(,)))#))* pesos# 6ro nds for 7isappro+al - Sec# 18# 6ro nds when articles of incorporation or amendment ma& be re-ected or disappro+ed# - The Sec rities and .$chan%e "ommission ma& re-ect the articles of incorporation or disappro+e an& amendment thereto if the same is not in compliance with the re, irements of this "ode: Pro+ided, That the "ommission shall %i+e the incorporators a reasonable time within which to correct or modif& the ob-ectionable portions of the articles or amendment# The followin% are %ro nds for s ch re-ection or disappro+al: 1# That the articles of incorporation or an& amendment thereto is not s bstantiall& in accordance with the form prescribed herein!

3# That the p rpose or p rposes of the corporation are patentl& nconstit tional, ille%al, immoral, or contrar& to %o+ernment r les and re% lations! 3# That the Treas rer9s Affida+it concernin% the amo nt of capital stoc1 s bscribed and:or paid if false! 4# That the percenta%e of ownership of the capital stoc1 to be owned b& citi2ens of the Philippines has not been complied with as re, ired b& e$istin% laws or the "onstit tion# 0o articles of incorporation or amendment to articles of incorporation of ban1s, ban1in% and , asi-ban1in% instit tions, b ildin% and loan associations, tr st companies and other financial intermediaries, ins rance companies, p blic tilities, ed cational instit tions, and other corporations %o+erned b& special laws shall be accepted or appro+ed b& the "ommission nless accompanied b& a fa+orable recommendation of the appropriate %o+ernment a%enc& to the effect that s ch articles or amendment is in accordance with law# "ommencement of "orporate .$istence: - Sec# 1;# "ommencement of corporate e$istence# - A pri+ate corporation formed or or%ani2ed nder this "ode commences to ha+e corporate e$istence and - ridical personalit& and is deemed incorporated from the date the Sec rities and .$chan%e "ommission iss es a certificate of incorporation nder its official seal! and there pon the incorporators, stoc1holders:members and their s ccessors shall constit te a bod& politic and corporate nder the name stated in the articles of incorporation for the period of time mentioned therein, nless said period is e$tended or the corporation is sooner dissol+ed in accordance with law# <&-=aws a# Adoption Proced re: Sec# 4># Adoption of b&-laws# - .+er& corporation formed nder this "ode m st, within one '1* month after receipt of official notice of the iss ance of its certificate of incorporation b& the Sec rities and .$chan%e "ommission, adopt a code of b&-laws for its %o+ernment not inconsistent with this "ode# ?or the adoption of b&-laws b& the corporation the affirmati+e +ote of the stoc1holders representin% at least a ma-orit& of the o tstandin% capital stoc1, or of at least a ma-orit& of the members in case of non-stoc1 corporations, shall be necessar&# The b&-laws shall be si%ned b& the stoc1holders or members +otin% for them and shall be 1ept in the principal office of the corporation, s b-ect to the inspection of the stoc1holders or members d rin% office ho rs# A cop& thereof, d l& certified to b& a ma-orit& of the directors or tr stees co ntersi%ned b& the secretar& of the corporation, shall be filed with the Sec rities and .$chan%e "ommission which shall be attached to the ori%inal articles of incorporation# 0otwithstandin% the pro+isions of the precedin% para%raph, b&-laws ma& be adopted and filed prior to incorporation! in s ch case, s ch b&-laws shall be appro+ed and si%ned b& all the incorporators and s bmitted to 3

the Sec rities and .$chan%e "ommission, to%ether with the articles of incorporation# /n all cases, b&-laws shall be effecti+e onl& pon the iss ance b& the Sec rities and .$chan%e "ommission of a certification that the b&-laws are not inconsistent with this "ode# The Sec rities and .$chan%e "ommission shall not accept for filin% the b&-laws or an& amendment thereto of an& ban1, ban1in% instit tion, b ildin% and loan association, tr st compan&, ins rance compan&, p blic tilit&, ed cational instit tion or other special corporations %o+erned b& special laws, nless accompanied b& a certificate of the appropriate %o+ernment a%enc& to the effect that s ch b&-laws or amendments are in accordance with law# '3)a* b# "ontents Sec# 48# "ontents of b&-laws# - S b-ect to the pro+isions of the "onstit tion, this "ode, other special laws, and the articles of incorporation, a pri+ate corporation ma& pro+ide in its b&-laws for: 1# The time, place and manner of callin% and cond ctin% re% lar or special meetin%s of the directors or tr stees! 3# The time and manner of callin% and cond ctin% re% lar or special meetin%s of the stoc1holders or members! 3# The re, ired , or m in meetin%s of stoc1holders or members and the manner of +otin% therein! 4# The form for pro$ies of stoc1holders and members and the manner of +otin% them! (# The , alifications, d ties and compensation of directors or tr stees, officers and emplo&ees! ># The time for holdin% the ann al election of directors of tr stees and the mode or manner of %i+in% notice thereof! 8# The manner of election or appointment and the term of office of all officers other than directors or tr stees! @# The penalties for +iolation of the b&-laws! ;# /n the case of stoc1 corporations, the manner of iss in% stoc1 certificates! and

1)# S ch other matters as ma& be necessar& for the proper or con+enient transaction of its corporate b siness and affairs# '31a* c# Amendments Sec# 4@# Amendments to b&-laws# - The board of directors or tr stees, b& a ma-orit& +ote thereof, and the owners of at least a ma-orit& of the o tstandin% capital stoc1, or at least a ma-orit& of the members of a nonstoc1 corporation, at a re% lar or special meetin% d l& called for the p rpose, ma& amend or repeal an& b&-laws or adopt new b&-laws# The owners of two-thirds '3:3* of the o tstandin% capital stoc1 or two-thirds '3:3* of the members in a non-stoc1 corporation ma& dele%ate to the board of directors or tr stees the power to amend or repeal an& b&-laws or adopt new b&-laws: Pro+ided, That an& power dele%ated to the board of directors or tr stees to amend or repeal an& b&-laws or adopt new b&laws shall be considered as re+o1ed whene+er stoc1holders ownin% or representin% a ma-orit& of the o tstandin% capital stoc1 or a ma-orit& of the members in non-stoc1 corporations, shall so +ote at a re% lar or special meetin%# Ahene+er an& amendment or new b&-laws are adopted, s ch amendment or new b&-laws shall be attached to the ori%inal b&-laws in the office of the corporation, and a cop& thereof, d l& certified nder oath b& the corporate secretar& and a ma-orit& of the directors or tr stees, shall be filed with the Sec rities and .$chan%e "ommission the same to be attached to the ori%inal articles of incorporation and ori%inal b&-laws# The amended or new b&-laws shall onl& be effecti+e pon the iss ance b& the Sec rities and .$chan%e "ommission of a certification that the same are not inconsistent with this "ode# '33a and 33a* 7e facto: Sec# 3)# 7e facto corporations# - The d e incorporation of an& corporation claimin% in %ood faith to be a corporation nder this "ode, and its ri%ht to e$ercise corporate powers, shall not be in, ired into collaterall& in an& pri+ate s it to which s ch corporation ma& be a part&# S ch in, ir& ma& be made b& the Solicitor 6eneral in a , o warranto proceedin%# "orporation b& .stoppel: Sec# 31# "orporation b& estoppel# - All persons who ass me to act as a corporation 1nowin% it to be witho t a thorit& to do so shall be liable as %eneral partners for all debts, liabilities and dama%es inc rred or arisin% as a res lt thereof: Pro+ided, howe+er, That when an& s ch ostensible corporation is s ed on an& transaction entered b& it as a corporation or on an& tort committed b& it as s ch, it shall not be allowed to se as a defense its lac1 of corporate personalit&# On who ass mes an obli%ation to an ostensible corporation as s ch, cannot resist performance thereof on the %ro nd that there was in fact no corporation#