AMENDMENT OF ARTICLES OF

INCORPORATION

Limitations:

1. The amendment of any provision or matters stated in the articles of incorporation is not allowed
when it will be contrary to the provisions or requirement prescribed by the Code or by special law or
changes any provision in the articles of incorporation stating an accomplished fact

2. It must be for legitimate purposes

3. It must be approved by the required vote of the board of directors or trustees and the stockholders or
members

4. The original articles and amended articles together must contain all provisions required by law to be
set out in the articles of incorporation

5. Such articles, as amended, must be indicated by underscoring the changes made, and a copy thereof
duly certified under oath by the corporate secretary and a majority of the directors or trustees stating
that the amendments have been duly approved by the required vote of the stockholders or members
must be submitted to the SEC

6. The amendments shall take effect only upon their approval by the SEC

7. If the corporation is governed by special law, the amendments must be accompanied by a favorable
recommendation of the appropriate government agency.

NON-AMENDABLE FACTS IN THE ARTICLES OF INCORPORATION

Those matters referring to facts existing as of the date of theincorporation such as:

1. Names of incorporators;

2. Names of original subscribers to the capital stock of the corporation and their subscribed and paid up
capital;

3. Treasurer elected by the original subscribers;

4. Members who contributed to the initial capital of a non-stock corporation;

5. Date and place of execution of the articles of incorporation;

6. Witnesses to the signing and acknowledgment of the articles.

GROUNDS FOR REJECTION OF ARTICLES OF INCORPORATION OR AMENDMENT THERETO

1. The articles or its amendment is not substantially in accordance with the form prescribed

2. The purposes of the corporation are patently unconstitutional, illegal, immoral, or contrary to
government rules and regulations

3. The Treasurer’s Affidavit concerning the amount of capital stock subscribed and/or paid is false

4. The required percentage of ownership of the capital stock to be owned by Filipino citizens has not
been complied with

CORPORATE NAME; LIMITATION ON USE OF

CORPORATE NAME

1. No corporate name may be allowed by the SECif the proposed name is identical or deceptively or
confusingly similar to that of any existing corporation or to any other name already protected by law
(CC, Sec. 18).

2. The proposed name is patently deceptive, confusing or contrary to existing laws (Sec. 18, CC).

Note: Sec. 17 of the Revised Corporation Code provides that no corporate name shall be allowed by the
Commission if it is not distinguishable from that already reserved or registered for the use of another
corporation, or if such name is already protected by law, or when its use is contrary to existing law, rules
and regulations.

A name is not distinguishable even if it contains one or more of the following:

(a) The word “corporation”, “company”, “incorporated”,“limited”, “limited liability”, or an abbreviation

of one of such words; and

(b) Punctuations, articles, conjunctions, contractions, prepositions, abbreviations, different tenses,

spacing, or number of the same word or phrase.