1. When can the SEC deny the registration of a Corporate Name?

Under Section 17 of the Revised Corporation Code, the SEC can deny the
registration of a Corporation if the proposed name is identical, misleading, or confusingly
similar to one that is already registered by another corporation, as well as if the name is
already protected by law, or when its use is contrary to existing laws, rules and
regulations.

2. What commitment is required of the incorporators in the AI concerning the Corporate

Name? 

Under Section 18 of the Revised Corporation Code, a group of persons desiring to

incorporate shall submit the intended corporate name to the Commission for verification.
With that, it is required that the name thought of by the incorporators shall be: 1)
distinguishable from those already reserved or registered for the use of another
corporation; 2) not protected by law, and 3) is not contrary to law and rules and
regulations.

3. If another corporation was allowed by the SEC to use a corporate name similar to your
CORPORATION, what is your remedy?

In case the SEC allowed another corporation to use a similar name as to mine, in
accordance to Section 17 of the Revised Corporation Code, I shall report it to the said
Commission in order for them to immediately order a cease and desist from using such
name and require them to register a new one. In such case that the other corporation has
made use of the name in visible signages, marks, advertisement, labels, prints and other
effects bearing such name, the Commission may cause its removal as well.

If the corporation using the name similar to mine does not comply with the
Commission’s order, they may hold the corporation and its responsible directors or
officers in contempt and/or hold them administratively, civilly and/or criminally liable
 under this Code and other applicable laws and/or revoke the registration of the
corporation.

4. What is the purpose of the PURPOSE CLAUSE   n the AI? 

The purpose clause in the Articles of Incorporation states the specific purpose or
purposes for which the corporation is being incorporated, as well as the limitations of the
powers it may exercise.

5. Can a corporation adopt any PURPOSE for the Corporation?

No, it cannot be just any purpose. The purpose of the corporation must be lawful,
if otherwise, the SEC shall reject the corporation’s Articles of Incorporation.

6. What is the Difference between the AI and by laws?

The Articles of Incorporation and the by laws allow for the formation of a
corporation once confirmed. The Articles of Incorporation defines the charter of the
corporation, and it is a contract between three parties: a) between the State and the
Incorporation; b) between the stockholders and the State, and c) between the corporation
and its stockholders. This contract contains the Company Name, Corporate Purpose, and
the authorized capital stock.

As distinguished from the Articles of Incorporation, the by laws govern the

relationship between and among the members of the corporation, and shall not ve
expected to bind parties outside the corporate family. In addition, the necessary details
with regards to the Meetings of the Board, as well as the stockholders, are indicated in the
by laws.

7. What do you think are the more important provision in the AI?

The most important provision in the Articles of Incorporation is the Corporate

Purpose. Before one starts a corporation, the parties involved must agree to the primary
purpose of such. The purpose of the corporation is required in the Articles of
Incorporation in order for them to not drive away from this primary purpose. If the
 management of the corporation goes beyond their purpose provided in the Articles of
Incorporation, that is an ultra vires or an unauthorized act, as such can be sued for
damages.

8. Can provisions that are required to be contained in the AI be transferred to the by laws? If
it is possible what do you think are the legal implication?

Required provision contained in the Articles of Incorporation cannot be

transferred to the by laws. It can be repeated therein, but cannot be transferred or
removed since the required provisions are the minimum content requirement of the law
and must be complied with as provided by Article 13 of the Revised Corporation Code. If
not, it will take a lot of time for the SEC to check whether or not the Articles of
Incorporation conforms to the Revised Corporation Code.

If transferred, it will result to amendment procedures. In amending the Articles of

Incorporation, it requires the vote of the majority of the Board of Members and 2/3 of the
Stockholders, then to the SEC for registration. On the other hand, when it comes to the by
laws, it’s possible to amend it without the ratification of the stockholders. Therefore,
amending the Articles of Incorporation is much stricter than merely amending the by
laws.

8. In case of conflict between the by the AI and By laws, which must prevail?
Based on their nature and functions, in case of conflict, the provisions of the
articles of incorporation shall prevail over by-law provisions.