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The Articles of Incorporation is the bible of a corporation.

It spells out the pertinent information


concerning:
a. The name of the Corporation
b. The primary and secondary purposes of the Corporation
c. Place of principal office of the Corporation
d. Term of existence of the Corporation (normally 50 years)
e. Names, nationalities, and residences of the incorporators The Corporation Code requires
incorporators to be any number of natural persons not less than five (5) but not more than fifteen
(15), all of whom must be of legal age and must own or be a subscriber of at least one (1) share
of the capital stock of the corporation
f. Number of directors, which should not be less than 5 and not more than 15
g. Names, nationalities and residences of the persons who shall acts as directors until the first
regular directors are duly elected and qualified in accordance with the Corporation Code
h. The amount of the authorized capital stock of the Corporation, which must be stated in
Philippine Pesos, and the number of shares into which it is divided
i. Names, nationalities and residences of the original subscribers, and the amount subscribers
and paid by each on his subscription
j. The Corporate Treasurer
The aforementioned information can be found in the Articles of Incorporation and shall govern the
corporation until duly amended.
It bears great emphasis that there is a proper procedure for amending the Articles of Incorporation
in the Philippines. Any revision thereto cannot be done by mere corporate memo or notice. Hence,
should one wish to change the corporate name, principal office address, number of directors or
purpose of the corporation, compliance with Section 16 of the Corporation Code is mandatory, to
wit:
Sec. 16. Amendment of Articles of Incorporation. Unless otherwise prescribed by this Code or
by special law, and for legitimate purposes, any provision or matter stated in the articles of
incorporation may be amended by a majority vote of the board of directors or trustees and the
vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding
capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance with
the provisions of this Code, or the vote or written assent of at least two-thirds (2/3) of the members
if it be a non-stock corporation.
The original and amended articles together shall contain all provisions required by law to be set
out in the articles of incorporation. Such articles, as amended shall be indicated by underscoring
the change or changes made, and a copy thereof duly certified under oath by the corporate
secretary and a majority of the directors or trustees stating the fact that said amendment or
amendments have been duly approved by the required vote of the stockholders or members, shall
be submitted to the Securities and Exchange Commission.
The amendments shall take effect upon their approval by the Securities and Exchange
Commission or from the date of filing with the said Commission if not acted upon within six (6)
months from the date of filing for a cause not attributable to the corporation.
As can be gleaned from the foregoing, there are three (3) basic requirements for amending the
Articles of Incorporation, namely:
1. Majority vote of the board of directors
2. Written assent of the stockholders representing at least 2/3 of the outstanding capital stock
3. Approval by the Securities and Exchange Commission
Anent the first 2 requisites, a meeting must be held, whether it be during the regular annual
meeting or a special meeting called for such purpose. The rules regarding the meeting (i.e. notice,
place, etc.) can be found in the corporate by-laws.
The meeting of the stockholders must first take place and the issue of the amendment must be
assented to by stockholders representing at least 2/3 of the outstanding capital stock. Thereafter,
it must be approved by at least a majority of the board of directors and duly certified by the
Corporate Secretary.
To prove that these acts have been complied with, the following documents will be executed:
1. Resolution of the Stockholders
2. Board Resolution
3. Directors Certificate
4. Secretarys Certificate
The aforementioned documents, together with the amended Articles of Incorporation must be
submitted to the Securities & Exchange Commission. If the amendment refers to the corporate
purpose which requires a secondary license from a government agency, then the endorsement
or license from such government agency must also be submitted. If there is an increase in the
authorized capital stock, then a Treasurers Affidavit and corresponding Bank Certificate must be
submitted to prove such fact.
The amendment of the Articles of Incorporation may be disapproved pursuant to Section 17 of
the Corporation Code which states:
Sec. 17. Grounds when articles of incorporation or amendment may be rejected or disapproved.
The Securities and Exchange Commission may reject the articles of incorporation or disapprove
any amendment thereto if the same is not in compliance with the requirements of this Code:
Provided, That the Commission shall give the incorporators a reasonable time within which to
correct or modify the objectionable portions of the articles or amendment. The following are
grounds for such rejection or disapproval:
1. That the articles of incorporation or any amendment thereto is not substantially in accordance
with the form prescribed herein;
2. That the purpose or purposes of the corporation are patently unconstitutional, illegal, immoral,
or contrary to government rules and regulations;
3. That the Treasurers Affidavit concerning the amount of capital stock subscribed and/or paid if
false;
4. That the percentage of ownership of the capital stock to be owned by citizens of the Philippines
has not been complied with as required by existing laws or the Constitution.
No articles of incorporation or amendment to articles of incorporation of banks, banking and quasi-
banking institutions, building and loan associations, trust companies and other financial
intermediaries, insurance companies, public utilities, educational institutions, and other
corporations governed by special laws shall be accepted or approved by the Commission unless
accompanied by a favorable recommendation of the appropriate government agency to the effect
that such articles or amendment is in accordance with law.
Furthermore, the names of the incorporators, the first set of directors and subscribers, the initial
treasurer, their original subscription and the place and date of execution of the first Articles of
Incorporation cannot be amended.
If the Securities & Exchange Commission finds the amendment in order, it shall correspondingly
issue a Certificate of Amendment of Articles of Incorporation. It is worth emphasizing that if a
corporation does not properly amend its Articles of Incorporation, the Corporation shall be
penalized by the Securities & Exchange Commission with an initial fine of Ten Thousand Pesos
(P10,000.00) for the first violation.