If SEC registration is the gateway to doing business legally, then the Articles of Incorporation is the most important document you will ever submit.
As a lawyer assisting entrepreneurs and corporations in the Philippines, I can say this with certainty:
Most SEC delays, rejections, and future legal problems trace back to poorly prepared Articles of Incorporation.
This guide explains—clearly and practically—what the Articles of Incorporation is, why it matters, and how to prepare it correctly for registration with the Securities and Exchange Commission (SEC).
What Are the Articles of Incorporation?
The Articles of Incorporation is the document that legally creates your corporation or OPC. Once approved by the SEC, your business officially exists as a separate legal entity.
Think of it as your company’s:
Legal birth certificate
Rulebook
Identity document
📌 Without approved Articles of Incorporation, there is no corporation—only an idea.
Why the Articles of Incorporation Matter So Much
Legally, this document defines:
What your business is allowed to do
Who owns it
How much capital it has
Who manages it
Where it officially operates
Errors here don’t just delay approval—they can cause future disputes, tax issues, and liability problems.
Key Parts of the Articles of Incorporation (Explained Simply)
1. Corporate Name
Your registered name must:
Be unique and SEC-approved
Reflect your business purpose
Include the proper suffix (Corp., OPC, etc.)
📌 A rejected name means your entire application stops.
2. Primary and Secondary Purpose
This section states what your business will do.
❌ Too broad = possible rejection
❌ Too narrow = limits future operations
✔ Properly worded purposes allow flexibility while staying compliant.
📌 The SEC checks if your purpose matches your name and structure.
3. Principal Office Address
This is your company’s official address on record.
✔ Must be a real, valid address
✔ Must match all other submitted documents
📌 Inconsistent addresses are a common reason for SEC corrections.
4. Term of Existence
Most corporations now choose perpetual existence, unless there is a legal reason to limit it.
📌 Perpetual existence supports long-term growth and stability.
5. Incorporators and Directors
This section identifies:
Owners (incorporators)
Board of Directors or Trustees
✔ Correct spelling and details are critical
✔ Nationality matters for compliance
📌 Mistakes here can affect ownership rights and voting power.
6. Authorized Capital Stock
This defines:
Total shares
Par value per share
Ownership structure
❌ Arbitrary figures can create tax and compliance issues
✔ Capital should reflect business needs and future plans
📌 Capital structure affects liability, taxation, and investor entry.
7. Treasurer’s Information
The Treasurer is responsible for safeguarding company funds and capital compliance.
📌 The SEC takes this role seriously—incorrect declarations may result in penalties.
Articles of Incorporation for OPC vs Regular Corporation
OPC: Single incorporator, nominee required, simplified structure
Corporation: Multiple incorporators, board structure, more formal governance
📌 Using the wrong format is a guaranteed cause of rejection.
Common Mistakes That Delay SEC Approval
🚫 Copy-pasting generic templates
🚫 Mismatch between name and business purpose
🚫 Incorrect capital structure
🚫 Inconsistent personal details
🚫 Improper notarization
📌 The SEC does not correct mistakes—it sends them back.
Can the Articles of Incorporation Be Amended Later?
Yes—but amendments require:
SEC filings
Additional fees
Possible tax and permit updates
📌 It is always cheaper and safer to prepare it correctly the first time.
Lawyer’s Advice: Why Professional Review Matters
The Articles of Incorporation is not just a form—it is a legal contract between:
The company
The government
The shareholders
A professionally prepared document ensures:
✔ Faster SEC approval
✔ Legal compliance
✔ Flexibility for growth
✔ Protection from future disputes
Final Thoughts
📌 The Articles of Incorporation sets the legal direction of your business.
When drafted correctly, it supports growth, protects owners, and keeps your business compliant. When done carelessly, it becomes a long-term liability.
If you want your SEC registration approved smoothly—and your business built on solid legal ground—start with properly prepared Articles of Incorporation.
Navigating the business landscape in the Philippines can be both rewarding and intricate. Whether you’re embarking on a new venture or scaling up, ensuring that your corporate endeavors are in line with local regulations is paramount.
At CBOS Business Solutions Inc., we pride ourselves on simplifying these processes for our clients. As a seasoned professional services company, we offer comprehensive assistance with SEC Registration, Visa processing, and a myriad of other essential business requirements. Our team of experts is dedicated to ensuring that your business is compliant, well-established, and ready to thrive in the Philippine market.
Why venture into the complexities of business registration and compliance alone? Allow our team to guide you every step of the way. After all, your success is our commitment.
Get in touch today and let us be your partner in achieving your business goals in the Philippines.
Email Address: gerald.bernardo@cbos.com.ph
Mobile No.: +639270032851
You can also click this link to schedule a meeting.
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