Things you need to know about Articles of Incorporation for Stock Corporations.
1. What is an Articles of Incorporation?
The Articles of Incorporation is a document needed to form and register a corporation with the Securities and Exchange Commission (SEC) of the Philippines. The Articles of Incorporation acts as the charter of the corporation and contains its most basic details (i.e. name, address, purpose).
Once the Articles of Incorporation and the required supporting documents are submitted to the SEC, the SEC will issue the Certificate of Incorporation formally recognizing the corporation as an artificial person created by law (i.e. given legal personality).
Please note that the SEC may require additional supporting documents to register the corporation such as; (a) cover sheet (available here); (b) name verification slip (may be secured online from the SEC or at the SEC’s Name Verification Unit); (c) by-laws; (d) treasurer’s affidavit; and, if necessary (e) endorsement from other government agencies. Please check here for more information regarding these requirements that may apply to your business.
2. What is a corporation?
A corporation is an artificial person created by law which may be either a stock corporation or a non-stock corporation. Corporations that issue shares and are authorized to distribute dividends to shareholders are stock corporations. All other corporations are non-stock corporation. Many organizations that are not created for the purpose of gaining profit (i.e. charitable and religious organizations) are non-stock corporations.
This Articles of Incorporation is specifically made for stock corporations with more than 1 incorporator. If there will only be 1 incorporator, please use the Articles of Incorporation for a One Person Corporation which has its own unique requirements and format.
3. What information do you need to create the Articles of Incorporation?
To create your Articles of Incorporation you’ll need the following minimum information:
- The details of the corporation (i.e. name, address, purpose)
- The details of the incorporators (i.e. name, nationality, residence, TIN)
- The details of the directors (i.e. name, nationality, residence)
- The details of the authorized capital stock of the corporation (i.e. number of shares, par value)
- The details of the persons who will subscribe to the authorized capital stock (i. name, citizenship, number of shares subscribed, amount subscribed and paid)
- The name of the treasurer of the corporation