Amended Articles of Incorporation

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ARTICLES OF INCORPORATION

of
YROJAM HOLDINGS 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 Republic of the
Philippines:

AND WE HEREBY CERTIFY:

FIRST: That the name of the said corporation shall be

YROJAM HOLDINGS CORPORATION

SECOND: That the purposes for which such corporation is


incorporated are:

PRIMARY:

To acquire by purchase, to hold and own , exchange,


assignment ,gift or otherwise use for investment and sell, assign
transfer, exchange, lease, mortgage, pledge or otherwise operate,
enjoy and dispose of personal properties of every kind and
description whether situated, as and to the extent permitted by laws,
including but not limited to shares of the capital stock, bonds,
debentures, evidence of indebtedness, promissory notes or other
obligations, created, negotiated or issued by any corporation
association or other entity, foreign or domestic; provided it shall not
act as an investment bank or investment company or a stock dealer
or dealer of securities or as manager of fund portfolios or similar
assets;

SECONDARY:

1. GENERAL CONSTRUCTION

To engage in general construction business, including the


constructing, enlarging, repairing, developing or engaging
in any work upon buildings, houses, and condominiums,
roads, plants, bridge, airfields, pier, waterworks, and other
structures;

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2. FOOD INDUSTRY

To establish , operate, and maintain restaurants, food kiosk,


food cart, coffee shops, and refreshment parlors, drinks and
other commonly served in such establishment and to offer
such other services to the public in connection with the
operation of restaurant and catering enterprise;

3. HEALTH AND WELLNESS

To engage in the business of providing health and spa such


as beauty salon, nail spa, massage, yoga fitness gym, and
other related service;

4. FRANCHISING AND DEALERSHIP

To engage in franchising and dealership of supplies to


franchisees. Provided that the corporation shall not solicit,
accept or take investments/placements from the public
neither shall it issue investment contracts.

5. MINING-

(a) To engage in the general business of mining and to do all things


incident thereto;
(b) To purchase, lease or otherwise acquire, to hold, and to sell, lease
or otherwise dispose or real property, mines, mineral and mining
rights, oil and gas wells, oil and gas royalties, and interests of any
nature in of the foregoing;
(c) To mine, drill for and otherwise extract petroleum, oil, gas,
metals, ores and minerals and to otherwise acquire, produce, prepare
for market, process, store, transport, sell and deal in the same and the
products and by-products thereof;
(d) To operate and conduct mines, wells and mining and drilling
operations, hauling, quarrying, crushing and prospecting metallic
and non-metallic minerals.
(e) To acquire, construct, operate, maintain and dispose of lands,
factories, works, facilities, machinery, equipment and buildings of
whatever nature;
(f) To carry on the business of consulting, advising and managing
mining and drilling operations;
(g) To engage in the transaction of any or all other lawful business for
which corporations may be incorporated under the corporation laws
of the Philippines, as the same may be from time to time amended;
(h) To enter into and participate in one or more joint ventures with
individuals or corporations to carry out the objects, purposes and
powers of the Corporation;
(i) To do all things necessary, convenient or incident to the
accomplishment of the foregoing objects, purposes and powers.

THIRD:

That the principal office of the corporation is located in 35-5


CAMIA ST. NEPO SUBD. CUTCUT, ANGELES CITY, PAMPANGA,
REGION III (CENTRAL LUZON), 2009;

FOURTH:

That the corporation shall have a term of existence of fifty (50)


years from the date of the certificate of incorporation;

FIFTH

That the names, nationalities and residences of the


incorporators are as follows:

Filipino

NAME NATIONALITY RESIDENCE


35-5 Camia St., Nepo Subd. Cutcut,
Majory C. Galera Filipino Angeles City, Pampanga, Region III,
Central Luzon, 2009
35-5 Camia St., Nepo Subd. Cutcut,
Khae Anne Lezlie D. Filipino Angeles City, Pampanga, Region III,
Relota Central Luzon, 2009
35-5 Camia St., Nepo Subd. Cutcut,
Glynis Famatigan Filipino Angeles City, Pampanga, Region III,
Central Luzon, 2009
35-5 Camia St., Nepo Subd. Cutcut,
Arlyn T. Almojano Filipino Angeles City, Pampanga, Region III,
Central Luzon, 2009

Mercy A. Basquinas Filipino Block 6, Tarvey, San Rafael, Tarlac


SIXTH:

That the number of directors of the corporation shall be five (5) and
the names, nationalities and residence of the first directors of the
corporation are as follows:

Filipino

NAME NATIONALITY RESIDENCE


35-5 Camia St., Nepo Subd. Cutcut,
Marjorie C. Galera Filipino Angeles City, Pampanga, Region III,
Central Luzon, 2009
35-5 Camia St., Nepo Subd. Cutcut,
Khae Anne Lezlie D. Filipino Angeles City, Pampanga, Region III,
Relota Central Luzon, 2009
35-5 Camia St., Nepo Subd. Cutcut,
Mirriam M. Pagulayan Filipino Angeles City, Pampanga, Region III,
Central Luzon, 2009

Kevin F. Pelandas Filipino Block 6, Tarvey, San Rafael, Tarlac

35-5 Camia St., Nepo Subd. Cutcut,


Arlyn T. Almojano Filipino Angeles City, Pampanga, Region III,
Central Luzon, 2009

SEVENTH:

That the authorized capital stock of the corporation is ONE


HUNDRED MILLION PESOS (PHP 100,000,000.00) divided into:

a. One Hundred Thousand (100,000.00) common voting shares with


par value of one thousand (1000) per share.

EIGHT:

That the authorized capital stock above has been subscribed and paid
as follows:

NAME NATIONA SHARE TYPE NO. OF AMOUNT


LITY SHARES SUBSCRIBED
SUBSCRIBED

Majory C. Galera Filipino Common- 20,000 20,000,00.00


Voting-with
Par Value
Khae Anne Lezlie Filipino Common- 2,000 2,000,000.00
D. Relota Voting-with
Par Value

Mirriam M. Filipino Common-


Pagulayan Voting-with 1,000 1,000,000.00
Par Value

Kevin F. Pelandas Filipino Common- 1,000 1,000,000.00


Voting-with
Par Value

Arlyn T. Almojano Filipino Common- 1,000 1,000,000.00


Voting-with
Par Value
TOTAL 25,000 25,000,000.00

NAME SHARE TYPE MODE OF AMOUNT PAID


PAYMENT
Common-
Majory C. Galera Voting-with Par Cash 3,125,000.00
Value
Common-
Khae Anne Lezlie D. Voting-with Par Cash 850,000
Relota Value
Common-
Mirriam M. Pagulayan Voting-with Par Cash 750,000
Value
Common-
Kevin F. Pelandas Voting-with Par Cash 750,000
Value
Common-
Arlene T. Almojano Voting-with Par Cash 750,000
Value
TOTAL PhP 6,225,000.00

NINTH:
That Majory C. Galera has been elected by the subscribers as
treasurer of the corporation to act as such until after the successor is
duly elected and qualified in accordance with the by-laws, that as
Treasurer, authority has been given to receive in the name for the
benefit of the corporation, all subscription, contributions, or
donations paid or given by the subscribers or members, who certifies
the information set forth in the seventh and eight clauses above, and
that the paid-up portion of the subscription in cash and/ or property
for the benefit and credits of the corporation has been duly received.

TENTH:
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 or provided of existing laws shall be allowed or
permitted to be recorded in the proper books of the corporation and
this restriction shall be indicate in all the stock certificate issued by
the corporation.

ELEVENTH:
That the incorporators undertake to change the name of the
corporation immediately upon receipt of notice from the commission
that another corporation ,partnership or person has acquired a prior
right to the use of such name, that the name has been declared not
distinguishable from a name already. registered or reserved for the
use of another corporation, or that it is contrary to law, public morals,
good customs or public policy.

YROJAM = MAJORY

IN WITNESS WHEREOF, we have hereunto signed these Articles of


Incorporation this _________ December 2020 in Angeles City,
Pampanga.

NAME BIR TIN POSITION SIGNATURE


NUMBER

MAJORY C. GALERA 497-911-163-000 Chief Executive


Officer

KHAE ANNE LEZLIE 243-092-99-000 President


D. RELOTA

MIRRIAM M. Treasurer
PAGULAYAN

KEVIN F. PELANDAS Development


Director

ARLENE T. 490-672-984-000 Corporate


ALMOJANO Secretary

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)


Angeles City)
Province of Pampanga)

BEFORE ME, a Notary Public for and in Angeles City,


Pampanga, Philippines, this _______ December 2021, personally
appeared the above-mentioned names, known to me and to me
known to be the same persons who executed the foregoing Articles of
Incorporation constituting of ______ 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.

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