If it be a non-stock corporation, the amount of its capital, the names, nationalities and residences of the

contributors

and the amount contributed by each; and

10. Such other matters as are not inconsistent with law and which the incorporators may deem
necessary and

convenient.

RESTRICTIONS AND PREFERENCES:

If the corporation desires to grant such options, restrictions and/or preferences, the same must be
indicated in the AOI AND in

all of the stock certificates. Failure to provide the same in the AOI would not bind the purchasers in good
faith despite the fact

that the said restriction and/or preference is indicated in the by-laws of the corporation.

In a close corporation, however, such restrictions and preferences must not only appear in the articles of
incorporation and in

the stock certificates BUT ALSO be embodied in the by-laws of that close corporation otherwise it may
not bind purchasers in

good faith.

Contents of the Articles of Incorporation

OTHER MATTERS TO BE INDICATED IN THE ARTICLES OF INCORPORATION:

1. The name of the Treasurer duly elected by the subscribers

2. No Transfer Clause: in case a corporation is required to maintain a required minimum Filipino

ownership, committing that

no transfer shall be made which shall reduce the ownership of Filipino citizens to less than the required
percentage.

3. The Execution Clause: which will contain the names and signatures of the incorporators

4. Treasurer’s Affidavit which contains the certification of the Treasurer, under oath, that the required
25% of the authorized

capital stock has been subscribed, 25% of the subscription has been paid, in an amount not less than
P5,000.

5. Notarial Acknowledgment
AMENDMENT: The following were specifically included as those who would be needing a favorable
recommendation from the

concerned government agency:

• Non-Stock Savings and Loans Associations; and

• Pawnshops.

On the other hand, the following were removed from the enumeration of entities requiring favorable
recommendations:

• Educational Institutions; and

• Other corporations governed by special laws.

Contents of the Articles of Incorporation

AMENDMENT OF THE ARTICLES OF INCORORPATION, IN GENERAL WOULD REQUIRE:

• Majority approval of the members of the Board;

• Written assent of stockholders representing 2/3 of the outstanding stocks

• Approval of the SEC. If