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he 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 bylaws.
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.
If you have queries regarding the Amendment of the Articles of Incorporation of
your corporation in the Philippines, our lawyers, attorneys and consultants may be
able to help. Nicolas & De Vega Law Offices is a full-service firm located at the 16th
Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, Pasig City,
Metro Manila, Philippines. You may e-mail us atinfo@ndvlaw.com To speak with
aPhilippine lawyer or attorney, call us at +632 4706126 or +632 4016392.