JANUARY 5, 2021 MINUTES OF THE MEETING

Continuation of the discussion on the contents of the AOI: PCIDC

1. PRINCIPAL OFFICE
a. Section 13(c) requires the place where the principal office of the corporation is to be located, which
must be in the Philippines
i. SEC Circular No. 3 Series of 2006, however, provides that, the location of the principal office
must be specifically identified which shall include:
1. Street number
2. Street name
3. Barangay
4. City or Municipality
5. Specific address of the incorporator, director or trustee
6. If practicable, the name of the building
ii. Although the RCCP does not require specific address, currently, the SEC Circular remains
effective as it was never struck down until today. Thus, the AOI must specify specific
address.
b. REASONS
i. The principal office is considered as its place of residence.
ii. Certain matters are legally possible only with principal office such as:
1. Show cause letter and the like issued by the Commission have to be addressed to the
specific place so that these can be suitably received by the parties
2. Proper service of court and other processes are sought
iii. Other government agencies, as well as the public, rely on the Commission to provide
accurate and up-to-date information regarding corporations registered with it

2. CORPORATE TERM
a. If a corporation opts to have a fixed term, the same must be indicated in the AOI.
b. The corporation may also indicate in its AOI that its term is perpetual. However, this is not
mandatory because the RCCP presumes perpetual term in the absence of a fixed term.

3. INCORPORATORS
a. The AOI contains the names, nationalities and residence addresses of the incorporators.
b. Residence addresses must also be specific.

4. DIRECTORS
a. AOI shall indicate the number of directors or trustees
i. For stock corporations, the number of directors shall not exceed 15
ii. For non-stock corporations, the number of trustees may be more than 15
b. As to the minimum number of directors:
i. For stock corporations, at least 1. This constitutes a One Person Corporation (OPC)
ii. For non-stock corporations, at least 1, except for:
1. Non-stock Religious or Educational Corporations – at least 5 trustees

5. CAPITAL STOCK
a. For stock corporations, the AOI must indicate
i. The amount of its Authorized Capital Stock
ii. Number of shares
iii. Par value
iv. Names, nationalities, and residence addresses of the original subscribers
v. Amount subscribed and paid by each
vi. Statement that some or all of the shares are without par value, if applicable
b. For non-stock corporations, the AOI must indicate
i. Amount of its capital
ii. Names, nationalities and residence addresses of the contributors
iii. Amount contributed by each
6. SECTION 15 – Amendment of AOI
a. REQUISITES
i. Must be for legitimate purposes and not contrary to the provisions of the RCCP
ii. Must be approved by a majority of the BOD or BOT
iii. Must be with a vote or written assent of
1. the stockholders representing 2/3 of the outstanding capital stock
2. or at least 2/3 of the members
iv. The original and amended articles together shall contain all provisions required by law to
be set out in the AOI. The amendments shall be indicated by underscoring the change/s
made.
v. A copy of the Amended AOI shall be duly certified under oath by the corporate secretary
and a majority of the directors or trustees
vi. The amendment must be approved by the SEC
b. WHEN THE AMENDMENT TAKES EFFECT
i. Upon the approval of the SEC
ii. From the date of filing with the SEC if not acted upon within 6 months from filing and for a
cause not attributable to the corporation
1. The amendment retroacts to the date of filing
c. Provisions that CAN be amended include:
i. Corporate name
ii. Place of principal office
iii. Purpose of corporation
d. Provisions that CANNOT be amended include:
i. Incorporators (accomplished fact)
ii. (original) Directors
iii. (original) Subscribed and Paid Up Capital
1. Any subsequent changes are reflected in the General Information Sheet (GIS)
which is submitted annually to the SEC

7. (skipped by Atty) SECTION 16 – Grounds when AOI / Amendment may be disapproved

a. GROUNDS for disapproval: NPCR
i. The AOI or any amendment thereto is Not substantially in accordance with the form prescribed
herein
ii. The Purpose/s of the corporation are patently unconstitutional, illegal, immoral or contrary to
government rules and regulations
iii. The Certification concerning the amount of capital stock subscribed and/or paid is false
iv. The Required percentage of Filipino ownership of the capital stock under existing laws or the
Constitution has not been complied with.
b. SEC must give the incorporators, directors, trustees, or officers a reasonable time from receipt of the
disapproval within which to modify the objectionable portions of the articles or amendment.
c. No AOI or amendment to AOI of banks, banking and quasi-banking institutions, preneed, insurance, and trust
companies, NSSLAs, pawnshops, and other financial intermediaries shall be 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.

8. SECTION 17 – Corporate Name

a. No corporate name shall be allowed by the Commission:
i. if it is not distinguishable from that already reserved or registered for the use of another
corporation, or
ii. if such name is already protected by law, or
iii. when its use is contrary to existing law, rules and regulations.
b. A name is NOT distinguishable even if it contains one or more of the following:
i. The word corporation, company, incorporated, limited, limited liability, or an abbreviation of
one of such words.
ii. Punctuations, articles, conjunctions, contractions, prepositions, abbreviations, different
tenses, spacing, or number of the same word or phrase
c. POWERS OF SEC:
i. Reject the AOI
ii. Summarily order the corporation to cease and desist from using such name
iii. Summarily order the corporation to register a new name and amend its AOI bearing the
new name
iv. Cause the removal of all visible signages, marks, advertisements, labels, prints, and other
effects bearing such corporate name
d. If the corporation fails to comply with the orders of the SEC, the SEC may:
i. Hold the corporation or its responsible directors and officers in contempt
ii. Hold them administratively, civilly and/or criminally liable and/or
 iii. Revoke the registration or certificate of incorporation of the corporation

9. Ang Mga Kaanib sa Iglesia ng Dios Kay Kristo Hesus, HSK Sa Bansang Pilipinas, Inc. vs. Iglesia ng Dios
kay Cristo Jesus, Haligi at Suhay ng Katotohanan Case
a. After comparing the names of the 2 corporations involved in this case, the following are significant
observations:
i. Petitioner added 8 words in its name – Ang Mga Kaanib and Sa Bansang Pilipinas, Inc.
ii. Petitioner uses Kristo Hesus (KH) while respondent uses Cristo Jesus (CJ)
iii. Petitioner uses Saligan while respondent uses Suhay
b. The Court ruled that the names of the 2 corporations are confusingly similar
i. The additional words Ang Mga Kaanib and Sa Bansang Pilipinas, Inc. are merely descriptive
of and also referring to the members or kaanib of respondent who are likewise residing in
the Philippines.
ii. Both corporations are using the same acronym HSK, and both are espousing religious
beliefs and operating in the same place.
iii. The words Suhay and Saligan are synonymous – both mean ground, foundation or support.
c. The essence of this case is:
i. Generic names, although not protected under the Intellectual Property Law, are protected
under the RCCP. A contrary ruing would encourage other corporations to adopt verbatim
and register an existing and protected corporate name to the detriment of the public.

10. Industrial Refractories Corporation of the Philippines (IRCP) vs. Refractories Corporation of the
Philippines Case
a. The only difference in the name of the 2 corporations involved in this case is the word Industrial in
the petitioner’s name.
b. The Court ruled that the names of the 2 corporations are confusingly similar
i. 2 requisites must be proven in opposing a corporate name:
1. That the complainant corporation acquired a prior right over the use of such name
2. The proposed name is either
a. Identical or
b. Deceptively or confusingly similar to that of any existing corporation or
c. Patently deceptive, confusing or contrary to existing law
ii. As to Prior Right
1. RCP was incorporated in 1976 while IRCP only started using its name IRCP when it
amended its AOI which is 9 years after RCP started using its name. RCP has already
acquired the right to use the word Refractories as part of its name.
iii. As to Confusing Similarity
1. The test is – whether the similarity is such as to mislead a person using ordinary
discrimination and the Court must look to the record as well as to the names
themselves.
2. The only word that distinguishes petitioner is the word Industrial which merely
identifies the corporation’s general field of activities or operations.
3. Even without proof of actual confusion, it suffices that confusion is probable or
likely to occur.
iv. SEC Jurisdiction
1. SEC does not only have adjudicatory powers, but it can also exercise regulatory and
administrative powers to implement and enforce the Corporation Code, one of
which is Section 18 (Now Section 17) on Corporate Names wherein the SEC has the
duty to prevent confusion in the use of corporate names.

11. Zuellig vs. NLRC Case

a. San Miguel brought a complaint for illegal dismissal against petitioner Zuellig which was formerly
known as Zeta Brokerage Corporation.
b. Zeta dismissed San Miguel on the ground of cessation of business operations. It amended its AOI for
the purpose of changing its corporate name, broadening of primary functions and increasing the
capital stock.
c. LA, NLRC, CA and the SC ruled that:
i. The amendment of the AOI of Zeta to change its corporate name to Zuellig did not produce
the dissolution of the former as a corporation.
ii. It is like a change of name of a natural person – there is merely a change of name, and not a
change of being.
iii. Change of corporate name has no effect on the identity of the corporation, or on its
property, rights or liabilities.
iv. In short, Zeta and Zuelling remained one and the same corporation. Zuellig is held liable to
honor all of Zeta’s obligations – one of which it to respect San Miguel’s security of tenure.