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    Amend

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    Katrizia Abad
    The document outlines the required contents of articles of incorporation for different types of corporations in the Philippines, including information about contributors, restrictions and preferences, required signatures, and amendments to articles of incorporation.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    Amend

    Uploaded by

    Katrizia Abad
    13 views2 pages
    The document outlines the required contents of articles of incorporation for different types of corporations in the Philippines, including information about contributors, restrictions and preferences, required signatures, and amendments to articles of incorporation.

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    The document outlines the required contents of articles of incorporation for different types of corporations in the Philippines, including information about contributors, restrictions and preferences, required signatures, and amendments to articles of incorporation.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    13 views2 pages

    Amend

    Uploaded by

    Katrizia Abad
    The document outlines the required contents of articles of incorporation for different types of corporations in the Philippines, including information about contributors, restrictions and preferences, required signatures, and amendments to articles of incorporation.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    If it be a non-stock corporation, the amount of its capital, the names, nationalities and residences of the

    contributors

    and the amount contributed by each; and

    10. Such other matters as are not inconsistent with law and which the incorporators may deem
    necessary and

    convenient.

    RESTRICTIONS AND PREFERENCES:

    If the corporation desires to grant such options, restrictions and/or preferences, the same must be
    indicated in the AOI AND in

    all of the stock certificates. Failure to provide the same in the AOI would not bind the purchasers in good
    faith despite the fact

    that the said restriction and/or preference is indicated in the by-laws of the corporation.

    In a close corporation, however, such restrictions and preferences must not only appear in the articles of
    incorporation and in

    the stock certificates BUT ALSO be embodied in the by-laws of that close corporation otherwise it may
    not bind purchasers in

    good faith.

    Contents of the Articles of Incorporation

    OTHER MATTERS TO BE INDICATED IN THE ARTICLES OF INCORPORATION:

    1. The name of the Treasurer duly elected by the subscribers

    2. No Transfer Clause: in case a corporation is required to maintain a required minimum Filipino


    ownership, committing that

    no transfer shall be made which shall reduce the ownership of Filipino citizens to less than the required
    percentage.

    3. The Execution Clause: which will contain the names and signatures of the incorporators

    4. Treasurer’s Affidavit which contains the certification of the Treasurer, under oath, that the required
    25% of the authorized

    capital stock has been subscribed, 25% of the subscription has been paid, in an amount not less than
    P5,000.

    5. Notarial Acknowledgment
    AMENDMENT: The following were specifically included as those who would be needing a favorable
    recommendation from the

    concerned government agency:

    • Non-Stock Savings and Loans Associations; and

    • Pawnshops.

    On the other hand, the following were removed from the enumeration of entities requiring favorable
    recommendations:

    • Educational Institutions; and

    • Other corporations governed by special laws.

    Contents of the Articles of Incorporation

    AMENDMENT OF THE ARTICLES OF INCORORPATION, IN GENERAL WOULD REQUIRE:

    • Majority approval of the members of the Board;

    • Written assent of stockholders representing 2/3 of the outstanding stocks

    • Approval of the SEC. If

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