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Articles of Incorporation -Sample
Articles of Incorporation
(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:
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:
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.
REPUBLIC OF THE PHILIPPINES }
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.
Doc. No. ________
Page No. ________
Book No. _________
Series of _________
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