Reaction Paper

Articles of incorporation are a set of formal documents filed with a government

body to legally document the creation of a corporation. Articles of incorporation
generally contain:
(a) The name of the corporation;
(b) The specific purpose or purposes for which the corporation is being formed.
Where a corporation has more than one stated purpose, the articles of incorporation
shall indicate the primary purpose and the secondary purpose or purposes. A nonstock
corporation may not include a purpose which would change or contradict its nature as
such;
(c) The place where the principal office of the corporation is to be located, which
must be within the Philippines;
(d) The term for which the corporation is to exist, if the corporation has not
elected perpetual existence; (The legal existence of the corporation begins after it has
approved by SEC and with the issuance of a Certificate of Incorporation.)
(e) The names, nationalities, and residence addresses of the incorporators;
(f) The number of directors, which shall not be more than 15 or the number of
trustees which may be more than 15;
(g) The names, nationalities, and residence addresses of persons who shall act
as directors or trustees until the first regular directors or trustees are duly elected and
qualified in accordance with the Revised Corporation Code;
(h) If it be a stock corporation, the amount of its authorized capital stock, number
of shares into which it is divided, the par value of each, names, nationalities, and
residence addresses of the original subscribers, amount subscribed and paid by each
on the subscription, and a statement that some or all of the shares are without par
value, if applicable;
(i) If it be a nonstock corporation, the amount of its capital, the names,
nationalities, and residence addresses of the contributors, and amount contributed by
each; and
(j) Such other matters consistent with law and which the incorporators may deem
necessary and convenient.
 An Article of Incorporation of a domestic stock corporation is a document of a
stock corporation that is built in the Philippines; created by Philippine laws and
registered with the Securities and Exchange Commission (SEC). A domestic stock
corporation is mostly composed of citizens, residents of the Republic of the Philippines,
who agreed to form a stock corporation under the laws of the Philippines. The general
purpose of the stock corporation is to engage on mineral exploration, processing,
technical and/or financial assistance and the development of the corporation involving
utilization of minerals and other mineral oils for profit, distributed based on lawful
arrangements, to be enjoyed by stockholders. This type of corporation is to exist fifty
(50) years from the date of incorporation and governed by Board of Directions (BOD),
five of them and selected by means of election.
Stock corporations have capital stock that is divided into shares that may or may
not have a par value. The authorized capital stock, the total amount of shares a
corporation, is allowed to issue if the shares have a par value. Par values are the
minimum subscription or issue price of the shares of the corporation. Common stock
usually carries with it the right to vote on business entity matters, such as electing the
board of directors, establishing corporate objectives and policy, and stock splits. Stock
corporations are generally not required to have a minimum authorized capital stock but
the stocks cannot be issued below the par value or issue price. If the shares do not
have a par value, it has an authorized number of shares it may issue or subscribed by
the stockholders also known as subscribed capital stock. Pre-incorporation subscription,
the required number of shares to be subscribed for purposes of incorporation, should be
stated in the Articles of Incorporation. The stock corporation is authorized to engage in
income generating activities and to distribute dividends to its shareholders  the par
value of each, names, nationalities, and residence addresses of the original
subscriber’s amount subscribed and paid by each on the subscription.

Document reference:

Securities and Exchange Commission. (2007). Certificate of Incorporation. Retrieved

from:
https://www.sec.gov/Archives/edgar/data/1164099/000095013607004588/file23.htm?
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