Incorporators: Number

and Qualifications:
1.
2.
3.
4.
5.

Natural persons
Capacity to contract
Residents of the Philippines
Citizens of the Philippines
Owners of or subscribers to at
least one share

Section 11
Corporate term
50 years
Not earlier than 5 years
prior to the original
expiry date
Automatic extension

Section 12
Stock Corporations
incorporated
Filipino percentage ownership
requirement regarding corporate
capital
Corporations for exploration ,
development and utilization of natural
resources at least 60%
Public Service Corporations at least
60%
Educational Corporations at least 60%

 Banking Corporations at least 60%

Corporations engaged in retail trade
wholly owned
Rural Banks at least 60%
Corporation engage in coastwise
shipping at least 60% or totally
owned
Corporate engage in the pawnshops
business 70% voting capital stock
Under the flag law at least 75%

Section 13
Amount of capital stock to
be subscribe and paid for
purposes of incorporations.
Pre-incorporation
Post incorporation

SECTION 14
Contents of Articles of
Incorporation
SECTION 15
Forms of Articles of
Incorporation

Contents of Articles of Incorporation

Name of the corporation

Specific purpose/s of the corporation
Principal office of the corporation
Term of the corporation
Incorporators
Directors and Trustees
If it be a stock or non-stock corporation
Other matters; classes of shares to be
issued

Contents of Articles of Incorporation

Purpose/s
It must be lawful
It must not be
indefinitely stated
Primary
purpose
must be stated
Purpose must be
capable of being
lawfully combined

Reasons
Person who intends to
invest
will
know
where and what kind
of business his money
will be invested
Directors will know
what
they
are
authorized to act
Third person who has
dealings may know
the transactions is
within the authority of
corporation

Contents of Articles of Incorporation

Stock Corporation
Amount of authorized
capital stock
Number of shares into
which it is divided
Par value in pesos of
each share
Names, nationalities
and
residences
of
original subscribers
Amount
of
capital
stock subscribed and
paid by each

Non-Stock
Corporation
Amount of its capital
or
money
contributed
or
donated by specified
persons
Names, nationalities,
and residences of
the
donors
and
contributors
Respective amount
contributed by each

AOI: Shares
With par value
Shares with one par value:
authorized capital stock
would be the number of
shares multiplied by the
par value
Different classes of share
and
with different par value:
authorized capital stock
would be the total of the
products of the numbers
of shares in each class
multiplied by the par
value of such class shares

Without
value

par

Articles of incorporation
need
only to state such fact

Section 16

Amendment of
Articles of Incorporati

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 atleast 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, or the
vote or written assent of two-thirds of

The original and amended articles

together shall contain all provisions
required by law to be set out in the
articles of incorporation. Such articles,
as amended, shall be indicated by
underscoring the change or changes
made, and a copy thereof duly certified
under oath by the corporate secretary
and a majority of the directors or
trustees stating the fact that said
amendment or amendments have been
duly approved by the required vote of

The amendments shall take effect upon

their approval by the Securities and
Exchange 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.

Who has the power to amend

the Articles of Incorporation?

Stockholders or
members

Three Basic Requirements :

1. Majority vote of the board of directors
2. Written assent of the stockholders
representing atleast 2/3 of the
outstanding capital stock
3. Approval by the Securities and
Exchange Commission

Limitations on power of
corporation to amend
(1)The amendment of any provision or
matters stated in the articles of
incorporation is not allowed when it will
be contrary to any provision or
requirement prescribed by the Code or
by special law;
(2) It must be for legitimate purposes
(3)It must be approved by the required
vote of the board and the stockholders
or members;

(4) The original articles and amended

articles together shall contain all
provisions required by law to be set out
in the articles of incorporation;
(5) Such articles, shall be indicated by
underscoring the change or changes
made, and a copy thereof duly certified
under oath by the corporate secretary
and a majority of the directors or
trustees stating that the amendment
have been duly approved by the
required vote of the stockholders or

(6) The amendments shall take effect

only upon their approval by the SEC.
They are deemed approved by the
Commission from the date of filing if not
acted upon within six (6) months from
said date for a cause not attributable to
the corporation.
(7) If the corporation is governed by a
special law such as banks, banking and
quasi-banking institutions, insurance
companies and etc.