When can the SEC 

deny the registration of a Corporate Name?

Securities and Exchange Commission can deny the registration of a Corporate name if it is
contrary to law, immoral, contrary to public policy, or other corporation has been registered with
that name, and if the name is confusingly deceptive or similar with other registered corporate
name. Section 17 of the Revised Corporation Code provides the limitations for the name of a
corporation.

What commitment is required of the incorporators in the AI concerning the Corporate Name? 

Under Section 18 of the Revised Corporation Code, a person or group of persons desiring to
incorporate shall submit the intended corporate name to the Commission for verification. If the
SEC finds that the name is distinguishable from a name already reserved or registered for the use
of another corporation, not protected by law and is not contrary to law, rules and regulations, the
name shall be reserved in favor of the incorporators.

If another corporation was allowed by the SEC to use a corporate name similar to your
CORPORATION, what is your remedy?
If another corporation was allowed by the SEC to use a corporate name similar to my corporation
then, under the Section 17 of the Revised Corporation Code, the SEC will order the corporation
to immediately cease and desist from using such name and require the corporation to register a
new one. The Commission shall also cause the removal of all visible signages, marks,
advertisement, labels, prints and other effects bearing such corporate name. Upon the approval of
the new corporate name, the SEC shall issue a certificate of incorporation under the amended
name. Moreover, if the corporation fails to comply with the Commission’s order, SEC 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.
What is the purpose of the PURPOSE CLAUSE   n the AI? 
The use of the purpose clause in the Articles of Incorporation is to state the specific purpose of
the corporation so that it cannot perform any other purpose or do acts that are beyond its purpose.
Can a corporation adopt any PURPOSE for the Corporation?
No. The purpose of the corporation must be legal, moral, and not contrary to any public policy.

What is the Difference between the AI and by laws?

The Articles of Incorporation is a contract between incorporators to form a corporation. The
most important elements of this contract are 1) corporate name, 2) corporate purpose, 3) amount
of capital intended for corporation to have or the authorized capital stocks, and 4) the principal
place of business.
The bylaws on the other hand, are the set out rules and procedures for the governance of the
corporation such as qualifications of officers, duties and responsibilities, meetings and votations.
This can be easily amended unlike the AI, because the Board can amend the by-laws without the
approval of the stockholders provided that the stockholders give their power to the Board of
Directors. AI can never be amended without the approval of the shareholders.
What do you think are the more important provision in the AI?
The most important provision in the AI is the Corporate Purpose because before the
incorporation, incorporators should have a specific and definite purpose so that they cannot do
acts beyond their purpose. The other elements can be decided after the primary purpose.
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?
Provisions that are required to be contained in the AI cannot be transferred to the by-laws.
However, it can be repeated therein. Section 13 of the Revised Corporation Code provides the
substantial elements or content of the Articles of Incorporation. There is also a form
recommended to be followed. If the corporation did not follow this template the, it will be hard
for the SEC to check whether or not the Articles of Incorporation is in accordance with the
Revised Corporation Code. Without the required elements, certification will not be issued by the
SEC.
In case of conflict between the by the AI and By laws, which must prevail?
The articles of incorporation shall prevail over by-laws because this is a contract between the
State, the Incorporators, and the Shareholders. This cannot be easily amended because approval
of shareholders is a must before going to the Commission. Bylaws on the other hand, can be
amended without the shareholder’s approval as long as they delegate their powers to the Board
of Directors.