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ARTICLES OF INCORPORATION

OF

MABUHAY MANAGEMENT SOLUTIONS, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, undersigned incorporators, all of legal age, mostly citizens and
residents of the Republic of the Philippines, have this day voluntarily agreed to
associate together and form a stock corporation under the laws of the Republic of
the Philippines.

AND WE HEREBY CERTIFY:

FIRST. That the name of the corporation shall be:

MABUHAY MANAGEMENT SOLUTIONS, INC.

SECOND. That the purposes for which the said corporation is formed
are:

PRIMARY PURPOSE

To engage in and provide management consultancy services to the general


public, including the supervision, direction, management and control of the
operations, business, affairs of other corporations, firms, or persons engaged in any
legitimate business in the Philippines; provided, however, that the corporation shall
not act as an investment company or securities broker or dealer and shall not
exercise the functions of a trust company.

SECONDARY PURPOSES

1) To purchase, acquire, own, lease, sell and convey real properties


such as land, buildings, factories and warehouses and machineries, equipment and
other personal properties as may be necessary or incidental to the conduct of
corporate business, and to pay in cash, shares of its capital stock, debentures and

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other evidences if indebtedness, or other securities, as may be deemed expedient,
for any business or property acquired by the corporation;

2) To borrow or raise money necessary to meet financial requirements


of its business by issuance of bonds, promissory notes and other evidences of
indebtedness, and to secure payment thereof by mortgage, pledge, deed, trust or
lieu upon the properties of the corporation or to issue pursuant to law shares of its
capital stock, debentures and other evidence of indebtedness in payment for
properties acquired by the corporation of for money borrowed in the prosecution of
its lawful business;

3) To invest and deal with the money and properties of the corporation
in such manner as may from time to time be considered wise or expedient for the
advancement of its interest and to sell, dispose of or transfer the business, properties
and goodwill of the corporation or any part thereof for such consideration and under
such terms as it shall see fit to accept;

4) To aid in any manner any corporation, association, or trust estate,


domestic or foreign, any firm or individual, any shares of stock in which any bonds,
debentures, notes, securities, evidences of indebtedness, contracts, or obligations of
which are held by or for this corporation, directly or indirectly or through other
corporations or otherwise;

5) To enter into any lawful arrangement for sharing of profits, union of


interest, unitization of farmouth agreement, reciprocal concession, or cooperation,
with any corporation, association, partnership, syndicate, entity, person or
government, municipal or public authority, domestic or foreign, in the carrying on
of any business or transaction deemed necessary, convenient or incidental to
carrying out any of the purposes of this corporation;

6) To acquire or obtain from any government or authority, national,


provincial, municipal or otherwise, or any corporation, company or partnership or
person, such charter, contracts, franchise, privileges, exemption, licenses and
concessions, as may be conductive to any of the objects of the corporation;

7) To establish and operate one or more branch offices or agencies and


to carry on any or all of its operations and business without any restrictions as to
place or amount including the right to hold, purchase or otherwise acquire, lease,

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mortgage, pledge and convey or otherwise deal in and with real and personal
property anywhere in the Philippines;

8) To conduct and transact any and all lawful business, and to do or


cause to be done any one or more of the acts and things herein set forth as its
purposes, within or without the Philippines, and in any and all foreign countries,
and to do everything necessary, desirable and incidental to the accomplishment of
the purposes or the exercise of any or more of the powers herein enumerated, or
which shall at any time appear conducive to or expedient for the protection or
benefit of this corporation;

THIRD. That the principal office of the corporation shall be


established at Unit 6, 9th Floor, The Columns, 6821 Malugay cor. Zuellig Loop,
Makati, Metro Manila;

FOURTH. The term for which the corporation is to exist is fifty (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


Vincent Nicholas David Filipino
Joshua Emmanuel Carino Filipino 77 Blue St. Greenwoods
Subdivision, Pasig City
Che Doringo Filipino
Tom Estrella Filipino 07 Amethyst st. Sta.
Monica cmpd. II, Brgy.
Dalandan, Valenzuela
City
Vladimir Tamargo Filipino

SIXTH. That the number of directors of the said corporation shall be


five (5) and that the incorporators shall constitute the first board of directors;

SEVENTH. That the authorized capital stock of the corporation is ONE


MILLION PESOS (PHP1,000,000.00) in lawful money of the Philippines,
divided into ONE MILLION (1,000,000) SHARES with par value of ONE PESO
(PHP1.00) per share;

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EIGHTH. That the subscribers to the capital stock and the amount paid
in to their subscription are as follows:

Name of Nationality No of Shares Amount Amount


Subscriber Subscribed Subscribed Paid
Vincent Filipino 50,000 50,000 50,000
Nicholas
David
Joshua Filipino 50,000 50,000 50,000
Emmanuel
Carino
Che Doringo Filipino 50,000 50,000 50,000
Tom Estrella Filipino 50,000 50,000 50,000
Vladimir Filipino 50,000 50,000 50,000
Tamargo
TOTAL 250,000 250,000 250,000

NINTH. That no transfer of stock or interest which would 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 stock
certificates issued by the corporation;

TENTH. That JOSHUA EMMANUEL CARINO 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 such
Treasurer, he/she has been authorized to receive for and in the name and for the
benefit of the corporation, all subscriptions paid in by the subscribers.

ELEVENTH. That the incorporators undertake to change the name of the


corporation 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 has been declared as misleading, deceptive,
confusing, similar to a registered name, or contrary to public morals, good custom
or public policy.

IN WITNESS WHEREOF, we have set our hands, this 3rd day of March,
2018 at Makati City.

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VINCENT NICHOLAS DAVID JOSHUA EMMANUEL CARINO
TIN: 157-346-214 TIN: 277-706-731

CHE DORINGO TOM ESTRELLA


TIN: 428-852-347 TIN: 346-715-850

VLADIMIR TAMARGO
TIN: 857-968-324

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)


)SS.

BEFORE ME, a notary public for and in MAKATI CITY this 4th day of
March, 2018, personally appeared:

Name ID No. Date of Issue Place


Vincent Nicholas
David
Joshua Emmanuel N02-10- Oct 15 2015 Pasig City
Carino 006226
Che Doringo

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Tom Estrella N02-10- November 13, Valenzuela City
111395 2016
Vladimir Tamargo

All known to me to be the same person who executed the foregoing Articles of
Incorporation and they acknowledged to me that the same is of their free and
voluntary act and deed.

IN WITHESS WHEREOF, I have hereunto set my hand and


affixed my notarial seal on the date at the place first above written.

Doc No.______
Page No.______
Book No.______
Series of 2018.

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