ERNIE Y.

GULTIANO March 25, 2020

Business Organization II

A. Articles of Incorporation

1. According to the THIRD Provision of its Articles of Incorporation, the place of

business of Covid Corporation is located at No. 10, J.P. Laurel Avenue, Bajada,
Poblacion, Davao City, Davao del Sur, Philippines 8000.

2. The authorized capital stock of Covid Corporation is One Hundred Million Pesos
(P100,000,000.00), divided into One Hundred Million (100,000,000) common
shares with a par value of One Peso (P1.00) per share pursuant to the SEVENTH
Provision of its Articles of Incorporation.

a. As stated in the EIGHTH Provision of its Articles of Incorporation, Twenty-

Five Million (25,000,000) shares of the authorized capital stock have been
subscribed.

b. Meanwhile, of the subscribed shares, only Six Million Two Hundred Fifty
Thousand Pesos (P6,250,000.00) have been paid up.

c. Draft Subscription Agreement for the Two Subscribers (See Annexes A and B)

3. Draft Treasurer’s Affidavit with Articles of Incorporation and By Laws for

Securities and Exchange Commission (See Annex C)

B. By Laws

1. Assuming that the Corporation has been issued a Certificate of Incorporation, I

would then advise Covid Bryant and Covid Rose to carry out the following steps
in order to organize its business:

a. Registration with Local Government Units (LGUs) of the location where they
want to establish their business;
b. Registration with the Bureau of Internal Revenue (BIR) for corporate taxation;
c. Registration with other Government Agencies (for employer registration if
they are employing individuals): e.g. SSS, PhilHealth, Pag-ibig Fund

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2. Based on Article III, Section 2 of its By Laws, the Annual Stockholders Meeting of
Covid Corporation shall be held on the fourth Monday of March of each year at
such time as the Board of Directors may determine.

3. The requirement in order that a board meeting is held shall be the presence of at
least two (2) directors of the Corporation, which shall constitute a quorum in
accordance with Article IV, Section 4 of its By Laws. Further, such presence may
not be necessarily actual as Article IV, Section 11 thereof provides for
teleconferencing, videoconferencing, or other modes of conducting a meeting in
accordance with the relevant guidelines or regulations of the Securities and
Exchange Commission.

4. Draft Notice of Meeting for the Directors of Covid Corporation (See Annex D)

5. Draft Minutes of Organizational Meeting of Covid Corporation (See Annex E)

6. Draft Minutes of Board of Directors Meeting of Covid Corporation (See Annex F)

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