Articles of Incorporation -Sample

 Articles of Incorporation
 
 of

 ______________________________________________
 (Name of the Corporation)
 
KNOW ALL MEN BY THESE PRESENTS:
 
            The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines;

 AND WE HEREBY CERTIFY:
 
 FIRST:  That the name of said corporation shall be
 
                                  ___________________________  
 
 
  SECOND: That the primary purpose for which such corporation is incorporated:
 
PRIMARY PURPOSES
To engage in, conduct and carry on the business of buying, selling, distributing, marketing at wholesale or retail in so far as may be permitted by law all kinds of goods, commodities, wares and household/offices merchandise of every kind and description; to enter into all kinds of contracts for the export, import, purchase, acquisition, sale at wholesale or retail and other dispositions for its own account as principal or representative capacity as manufacturing representatives, merchandise broker, indentor, commission merchant, factors or agents upon consignment of all kinds of goods, wares, merchandise or product whether natural or artificial.
That the secondary purposes of the corporation shall be:

• To purchase, acquire, own, lease, sell and convey to the extent allowed by law, property of every kind and description as may be necessary or incidental to the conduct of its corporate business,
• To raise capital or borrow money to meet the financial requirements of its business by the issuance of securities, bonds, promissory notes and other evidence of indebtedness;
• To invest in other companies and enter into joint venture agreements with any company, partnership, persons or government entities, domestic or foreign, for the advancement of its interest and in carry out its primary purpose;
• To operate, distribute, buy, sell, in wholesale or retail of pharmaceuticals, laboratory and medical products and or equipments.
• To establish and operate branch offices or agencies to carry out any or all of its operations and business without any restriction as to place or amount;
• To do and perform all acts and things necessary or incidental to the accomplishment of the foregoing purposes or the exercise of any or all the powers of a corporation for the benefit of this corporation and its stockholders.

 
Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts.
 
 THIRD: That the principal office of the corporation is located in
 
_____________________________________________________________________________ 
           
FOURTH: That the term for which said corporation is to exist is   50  years from and after the date of issuance of the certificate of incorporation;
 
           
FIFTH: That the names, nationalities and residences of the incorporators are as follows:
 
NAME                    NATIONALITY                                RESIDENCE
 
 
 
            SIXTH: That the number of directors of the corporation shall be    ____   ; and the names, nationalities and residences of the first directors of the corporation are as follows:
                       
 
NAME                 NATIONALITY                               RESIDENCE

 
            SEVENTH: That the authorized capital stock of the corporation is ________________________________ (P___________________) pesos in lawful money of the Philippines, divided into ________________ shares with the par value of ___________________ (P ____________ ) pesos per share;
 
 
            EIGHT: That at least twenty five (25%) percent of the authorized capital stock above has been subscribed as follows:
 
 
NAME OF SUBSCRIBERS         NATIONALITY    NO. OF SHARES  SUBSCRIBED                 AMOUNTSUBSCRIBED

NINTH: That the above-named subscribers have paid at least twenty-five (25%) percent of the total subscription as follows:
 
 
NAME OF SUBSCRIBERS         AMOUNT SUBSCRIBED          TOTAL PAID-UP



            TENTH:  That   _____________________   has been elected by the subscribers as Treasurer of the Corporation to act as such until his successor is duly elected and qualified in accordance with the by-laws, and that as such Treasurer, he has been authorized to receive for and in the name and for the benefit of the corporation, all subscriptions or donations paid or given by the subscribers.
 
            ELEVENTH:  That no transfer of stock or interest which will reduce the ownership of Filipino Citizens to less than the required percentage of the 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 the stock certificates issued by the corporation.
 
            TWELFTH: That the incorporators and directors undertake to change the name of the corporation as herein provided, or as amended thereafter, immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership or person has acquired a prior right to the use of that name or that the name has been declared as misleading, deceptive, confusingly similar to a registered name or contrary to public morals, good custom or public policy.
 
 
 
 
            IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this __________day of ____________________ 20______, in the City/Municipality of _______________________, Province of____________________, Republic of the Philippines.
 
 
ACKNOWLEDGEMENT
 
REPUBLIC OF THE PHILIPPINES }
                                                         }     S.S.
 
 
                        BEFORE ME, a Notary Public, for and in _____________________, Philippines, this ___________day of  ______________________, 20 _________, personally appeared the following persons:
 
 
Name                                  TIN/ID/Passport No.                                  Date &Place Issued

known to me and to me known to be the same persons who executed the foregoing Articles of Incorporation constituting of four (___) pages, including this page where the acknowledgement is written, and they acknowledged to me that the same is their free act and voluntary deed.
 
                        WITNESS MY HAND AND SEAL on the day first above-written.
 
 
 
                                                                                    NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of  _________