Drafting the Articles of Incorporation: A Guide for Philippine Businesses

The Articles of Incorporation is a fundamental document required to register a corporation in the Philippines. It outlines a company’s basic information, structure, and compliance with the Securities and Exchange Commission (SEC). As a Filipino lawyer guiding you through this legal process, here’s what you need to know.

Understanding Articles of Incorporation

The Articles of Incorporation is a document that formally establishes the existence of a corporation in the Philippines. It must be in compliance with the Corporation Code of the Philippines and submitted to the SEC for approval.

Key Components of the Articles of Incorporation

  • Name of the Corporation: It must be verified and reserved with the SEC.
  • Purpose of the Corporation: This includes both the primary and secondary purposes of the business.
  • Principal Office Address: A physical address where the corporation can be served with legal notices.
  • Term of Existence: Corporations can now exist perpetually unless a specific term is stated.
  • Names, Nationalities, and Residences of Incorporators: Must be natural persons and majority must be residents of the Philippines.
  • Number of Directors or Trustees: Must comply with the Corporation Code, which requires a minimum of five (5) but not more than fifteen (15).
  • Authorized Capital Stock: The amount of capital the corporation is authorized to acquire.
  • Subscribed Capital Stock: The portion of the capital stock that the incorporators agree to subscribe to.
  • Paid-Up Capital: The actual amount paid by the subscribers at the time of incorporation.
  • Personal and Tax Information: TIN of each incorporator and director.

Step-by-Step Guide to Drafting

  • Reserve a Corporate Name: Use the SEC’s online system to reserve a unique name.
  • Identify the Incorporators and Directors: At least 5 but not more than 15, who must hold at least one share of stock each.
  • Determine the Corporate Purpose: Clearly state the primary and secondary business activities.
  • Decide on the Corporate Structure: Including the capitalization, number of shares, stock value, and details about the board of directors.
  • Draft the Articles: Use the SEC’s prescribed format or seek legal assistance to draft the document.
  • Notarize the Articles: Once complete, the Articles of Incorporation must be notarized before filing with the SEC. Prepare
  • Additional Requirements: Such as the Treasurer’s Affidavit, and other SEC-mandated forms.
  • Submit to the SEC: File the notarized Articles, along with the other requirements and the necessary filing fees.

Tips for a Smooth Filing Process

  • Ensure Accuracy: Errors in the Articles can cause delays. Double-check all entries.
  • Understand the Commitment: Incorporators and directors have legal responsibilities. Ensure you are informed about these roles.
  • Keep Records: Maintain copies of all documents submitted for your records.
  • Legal Assistance: Consider hiring a lawyer to navigate the legal intricacies and ensure all requirements are met.

Conclusion

Drafting the Articles of Incorporation is a critical step in establishing a corporate entity in the Philippines. It requires attention to detail and adherence to legal requirements. With careful preparation and understanding of the process, you can set a solid foundation for your corporate venture.

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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