TITLE IV POWERS OF CORPORATIONS id Capacity. — Every rate Powers ar retos incorporated under this Code has the power col and capacity: (a) Tosue and be sued ini ual existence unless the rovides otherwise; its corporate name; (b) To have perpet certificate of incorporation p! (c) To adopt and use a corporate seal; (a) To amend its articles of incorporation in accordance with the provisions of this Code; (e) To adopt bylaws, not contrary to law, morals or public policy, and to amend or repeal the same in accordance with this Code; (f) In case of stock corporations, to issue or sell stocks to subscribers and to sell treasury stocks in accordance with the provisions of this Code; and to admit members to the corporation i corporation; ro if it be a non-stock (9) To purchase, receive, take or grant, hold, canes paleleans, Pledge, mortgage, and otherwise ee Na suct real and personal Property, including nd bonds of other corporations, as the ‘siness of the corporation arily require, subject to the ‘aw and the Constitution; may reasonably and nec; limitations prescribed ty ten 426 Scanned with CamScanner‘TITLE IvV— POWERS OF CoRPoRATIONS 427 (h) To enter into a merger, consolidation, agreement with natural an ae Joint venture, er co id juridical person: aoe (01 Too make ‘reasoi mable di those to, the public welfare or rites eRe al n corporation shall gi sehn ald el iv of any political party or candidate Bk ee ations in aid partisan political activity; purposes of (i) To establish pension, plans for the benefit of its alrectog teteoaertsb and employees; and y ks (k) To exercise such other ) powers as may be essential or necessary to carry out its eee or purposes as stated in the articles of incorporation. NOTES 1, Limited or Special Capacities. A corporation is 2 person, As such, “the law vests in corporations rights, powers and attributes as if they are natural persons with physical existence and capabilities to act on their own.”! However, it is also a “fundamental principle that a corporation is a juridical entity created by law and, therefore, possesses no power or ‘authority other than what is vested bylaw. A corporation is not Jike a natural person. The natural person can do anything and everything except that which the law prohibits. But a corporation can only do that which the law authorizes it to perform.”? “As a creature of law, the power and attributes of a corporation are those set out, expressly or impliedly, in the law. ” 2, Kinds of Powers. A corporation may exercise (1) express powers, (2) implied powers, ‘and (3) incidental powers. a. Express Powers. Express powers are the powers ex- pressly provided in the RCCP, applicable. special laws, administrative \Lanuza, Jr. v. BF Corporation, GR. No. 174938, October 1, 2014. "TIL BP Records, p- 1702, December 10,1979 Tren ASB Realty Corporation, GR. No. 181126, June 15, 2011. Scanned with CamScannerRISPRUDENCE ON 1ES AND JOR ON CODE COMMENTARIEA YT ppoRAT! zs oe SEE PHILIPPINES ¢ Incorporation of the Corporatio, nder the ROCP include (1) 9s ccueal Power ‘The express powers ¥ ecific powers under Sections 9). under Section 35, ints ‘The powers expressly provided for in ee and 36 to 48 oe ae P' dhe Articles of Incorporation even if gp ee! int oe ‘are not enumerated therein. ‘i f impli b. Implied Powers: The existence of imp! lied power 7 tion 35 of the RCCP. Up, i cagraph (k) of Sec CP. Under naa Bat ota 35 of the RCCP, a seerrnsate is em. fee to carry out its purpose or purposes as stated in the Articles of Incorporation. 3 ‘ed powers include all powers. that are et ee ‘or proper for the execution of the powers expressly granted and are not expressly or impliedly excluded The term “implied powers” has also been defined as one which the law will regard as existing by implication; ‘such power must be one in a sense necessary, ie., needful, suitable and proper to accomplish the object of the grant — one that is directly and immediately appropriate for the execution of specific powers; and not one that has slight, indirect or remote relation to the specific purposes.’ regulationsy,andithe tion lawfully enter into computer maintenans i tronic, ind ‘i'kinds of pro other countries, Can XYZ Comper servic te gause does not authorize the ‘Corporation 1, clawspainvenance, service. Tt is Well-setta engage in comp’ has only such express, implied or inciden that a eorporatiom maintenance service cannot be classified a, powers. oa or incidental power. Thus, amendment of the express mie poration is necessary for Such Purpose, (6p¢ t Opinion, December 23, 1992) se of the Articles of Incorporation, of, ABC hs reese “To acquire by purchase, lease, donation oy other modes of acquisition and to own, use, improve, develop, sell, mortgage, exchange, lease and hold for investment or otherwise, real estates of all kinds and to build or cause to be built on any such land owned, held or occupied for management or disposition, buildings, houses or other structure with their appurtenances.” Can ABC Corporation engage in the business of operating memorial parks? No. The purpose No. A corporation may only exercise powers that are expressly provided for, or that are implied or incidental to its existence. Memorial park business is not expressly included in the purpose clause of the Articles of Incorporation of subject. corporation, Neither is the activity necessary or incidental in the furtherance of the corporation's. present business, which is realty. Accordingly, the corporation cannot, on the basis of its present purpose clau: ‘ sire to undertake said business, it should amend its Articles of Incorporation to include it in at se. (SEC Opinion, September 1, 1993) a eee The pri ‘ . el Purpose of G Corporation stated in its Articles cane eit’ 88 follows: “That the purpose for which the same may be now oo t9 C27°Y on the business, insofar asthe and reeiving, for itselt ge ered by law, of transmit every kind, news, mace 2%4 for others, communications 9 Pictures, advertising Tepn S88e8) instruction, entertainments electricity, clectromegett and energy in any form, by means 0 , etic i threegetstonsorimpulaes aoe Te aCe : ‘er conveyed by wires, radiate through spac; rice; Or transmit, SaEPly facilities for suche ta ish any other medium. © * and to charge and recel com ion therefo fo ai Pensation therefore for tolls and ch; charges. ‘To p i Scanned with CamScannerTITLE IV — pow, ERS OF OF CORPORATIONS 449 hold, operate, use, otherwise deal in Corporation sell and distribute cellular and other relate: phones, accessories, ‘d_ telecommunications equipment? A: Yes, the sale of cellular phones telecommunications equipment ean be power. They are allow accessories and other considered an implied fed under Section 35 and Section 39 of €, receive, take or grant, hold, convey, sell, ease, pledge, mortgage, and otherwise deal with auch real and personal property, including securities and bonds of other corporations, as the transaction of the lawful business of the corporation may reasonably and necessarily require. Section 39 of the Revised Corporation Code provides that a corporation may, by a majority vote of its board of directors or trustees, sell, lease, exchange, mortgage, pledge, or otherwise dispose of its property and assets, upon such terms and conditions and for such consideration, which may be money, stocks, bonds, or other instruments for the payment of money or other property or consideration, as its board of directors or trustees may deem expedient. In this case, the sale of the properties is reasonably required by the lawful transaction of its business expressed in the purpose clause. The sale of those products is part of its telecommunication services to the public. Hence, the sale of cellular phones, accessories and other telecommunications equipment to the public is part of the powers of the corporation. (SEC Opinion dated May 31, 2001) SEC. 36. Power to Extend or Shorten Corporate Term. — A private corporation may extend or shorten Its term as stated in the articles of incorporation when approved by a majority vote of the board of directors or trustees, and ratifled at a meeting by the stockholders or members representing at least two-thirds (2/3) of the outstanding capital stock or of its members. Written Notice of the proposed action and the time and place of the meeting shall be sent to stockholders or members at their respective place of residence as shown in the books of the corporation, and must be deposited to the addressee in the post office with postage prepaid, Served personally, or when allowed in the bylaws or done Scanned with CamScannerND JURISPRUDENCE ON io N CODE COMMENT AR ee ORPORATIO ey THE REVISIT PHILIPPINES it electroni, stockholder, sen call with the consent of tP° and regulations of wit in accordance f electronic data messa, e of ges, Commission on the us corporate term, a dissentin, f ce In case of extension of rent at amr ise the rig! PPraisal und, stockholder may exerci nls Code, r the conditions provided in NOTES 1. Perpetual Term. A corporation shall have Perpetya) existence unless its Articles of Incorporation provides otherwise » Corporations with certificates of incorporation. issued Prior to the effectivity of the RCCP, and which continue to exist, shal] have perpetual existence. If existing corporations opt to have a fixed term, stockholders representing a majority of its outstanding capita] stock must vote to retain its specific term and must notify the SEC that it elects to retain its specific corporate term pursuant to its Articles of Incorporation.® New corporations may opt to havea fixed term by indicating such term in their Articles of Incorporation, ce i Section 36, Heese saiithorten. their’ corporate’ Gtms wider at the discretion of the gerne 0! CO*POrate term can alae be done dissolution under Sections 183 to 3G uae oe of the modes of e » _ Requireme : nts, " of the corporation are ugar et and shortening of the term Section 36 of the ReGp, © following requirements undet Sees, 11, 13) + 13(4) and 14 "See. 11, ROCP, RCcp, "Ibid, Scanned with CamScannerTITLE Iv — POWERS OF CORPORATIONS Het (1) The action _ must by the board of directors or ey Proved by a majority vote of 2) The acti Nees Tet DeNERGtiad MLN Se the noon Presenting at least 2/3 of the new ae capital stock or by at least 2/3 of the memb fe outstanding stock corporations, embers in case of non- (3) For purposes meeting, written notice of and place of the meeting sh; or member at his/her/its of such stockholders'members’ he proposed action and of the time all be addressed to each stockholder Place of residence as shown in the post office with postage p ‘ repaid, or served ft electronically. personally, or sen (4) A copy of the amended Articles of Incorporation shall be submitted to the SEC for its approval. ue 4. Appraisal Right. Section 36 of the RCCP provides that in case of extension of corporate term, any dissenting stockholder may exercise the appraisal right under the conditions provided in the Code. However, Section 80 provides that the appraisal right is available even in the shortening of corporate term. 5. Dissolution. The shortening of the corporate term may be designed to have the effect of dissolving the corporation under Section 136 of the RCCP. The dissolution takes effect on the date of approval of the Amended Articles of Incorporation by the SEC. The three-year liquidation period shall likewise be reckoned from the date of the SEC approval of the Amended Articles of Incorporation.*! Upon the expiration of the shortened term, as stated in the approved Amended Articles of Incorporation, the corporation shall be deemed dissolved without any further proceedings, subject to the provisions ofthe RCCP on liquidation.” In the case of expiration of corporate term, dissolution shall automatically take effect on the day following the last day of the corporate term stated in the Articles of Incorporation, without the need for the issuance by the SEC of a certificate of dissolution. "'SEC Opinion No. 06-03 dated January 18, 2006, "Sec. 136, RCCP. "° See, 136, RCCP. Scanned with CamScanner452 PROBLEM: @ CE ON {URISPRUDEN' AND PORATION CODE s MMENTARIE’ THE Reve PHILIPPINES co erm of 50 Years, expiing 5 jed for a t 5 eps to be taken in order that an. i ‘A, a corporation, was organi December 2020. Outline life. tend its corporate i exten Revised Corporation Code nore that the corporate Becta ofthe Revistation may be extended by an amendment of, termofa pri i by the majority vote of the Ane Inept ed ae a meeting by the stockhat OE Dire ngat lest 2/@ontiie outeta csi capital stock or by atone representing at ea case of a nn-stok corporation. e Articles of Incorporation shall then jy Te smd oA ae Commis ir submitted ment shall take effect upon SEC approval, or from the date f the latter's inaction within six months yf fil ith the SEC in case of i aa aid date of filing for a cause not attributable to the corporation (Section 15, RCCP). (1968 Bar) SEC. 37. Power to Increase or Decrease Capital Stock; Incur, Create or Increase Bonded Indebtedness. — No corporation shall increase or decrease its capital stock or incur, create or increase any bonded indebtedness unless approved by a majority vote of the board of directors and by two-thirds (2/3) of the outstanding capital stock at a stockholders’ meeting duly called for the purpose. Written notice of the time and place of the stockholders’ meeting and the purpose for said meeting must be sent to the stockholders at their places of residence as shown in the books of the corporation and served on the stockholders Personally, or through electronic means recognized in the corporation’s bylaws andi Bs lor the Commi gai as a valid mode for service of notices. mission's rule: A f ‘thectirc'ays ed must be signed by a majority of the chairperson “aia eee and countersigned by the Setting forth: ry of the stockholders’ meeting, (a) That the ree been complied with, Te™ents of this section have he (b) The am Capital stock; 'ount of the increase or deereaueattne Scanned with CamScannerTITLE Ty — EI 1V Powers op CORPORATIONS on (c) In case of the amount of capit, no-par stock thereof bes Paid by sascaPtcn eae OF property, or the aicslteoresen stock 1 Sr of shares of no-par sto ¢ e ck allotted each stockholder if such increase is for the ikeed ot making effective stock dividend therefor authorized; (d) Any bonded indebted: created or increased; Iness to be incurred, (e) The amount of sto ( ck represented at the meeting; and (f) The vote authorizing the increase or decrease of the capital stock, or the incurring, creating or increasing of any bonded indebtedness. Any increase or decrease in the capital stock or the incurring, creating or increasing of any bonded indebtedness shall require prior approval of the Commission, and where appropriate, of the Philippine Competition Commission. The application with the Commission shall be made within six (6) months from the date of approval of the board of directors and stockholders, which period may be extended for justifiable reasons. Copies of the certificate shall be kept on file in the Office of the corporation and filed with the Commission and attached to the original articles of incorporation. After approval by the Commission and the issuance by the Commission of its certificate of filing, the capital Stock shall be deemed increased or decreased and the incurring, creating or increasing of any bonded indebtedness authorized, as the certificate of filing May declare: Provided, That the Commission shall not accept for filing any certificate of increase of capital stock unless accompanied by a sworn statement of the Scanned with CamScanner{UDENCE ON nants AND JURA TION CODE cOMMEN’ SED C' RPO! ag i “= aa ‘THE PHILIPPE ration lawfully holding Office at surer of the COrPCr certificate, showing that at ime of the filiNd © 544) of the increase in capita, rribed and that at least twenty. e %) of the amount ets cee has been five percent (25° he corporation or ie Property, paid in ei of which is equal to Seer five percent the va the subscription, has been ferred tothe (25%) of the Sr vided, further, That no decrease in corporation: ibe approved by the Commission if its can etal hts of corporate creditors. effect shall prejudice the rigl trea’ the ti incur, create or corporations may ii mates ir indebtedness when approved by a a rity of the board of trustees and of at least two- es (2/3) of the members in a meeting duly called for the purpose. Bonds issued by a corporation shall be registered the Commission, which shall have the authority to determine the sufficiency of the terms thereof. NOTES, 1. Increase or Decrease of Capital Stock. The exercise of the power to increase or decrease the authorized capital. stock of the corporation involves the amendment of the Articles of Incorporation. This should be distinguished from mere increase of subscribed capital stock or paid-up capital that does not necessarily require amendment of the Articles of Incorporation. Nevertheless, a duly approved increase i stock are binding and entitled i i 9 ; mnnot be disregarded because a respect; the increase cal te) e corporation. ** 'Y are corporate acts and powers done by tht x : following: aay Stock may be increased by doing any of th the par value; or (2) by suné the number of shares and retaininé Without changing the numsnet*i8 the par value of existing shat number of shares and aoe i cee or (3) by increasing tH ng the par value, ‘Bstate of Juvenei &, io P.O; ‘See SEC Opinion No ie nee GR. No. 184951, March 9, 2016 nuary 4, 2005, Scanned with CamScannerTITLE IV — POWERS OF Corporations i nea b. The ree stock may be a : (1) by decreasi following: (1) ‘sing the number af parva (by detreasing the ee ee without changing the number of shares; or (8) by existing shares umber of. shares and decreasing the parve ee yy decreasing the c. The formal procedure provi y of the RCCP clearly reveals that seen ad tock consequently amends the underlying contractual relationshi petween the corporation and the shareholders, For this reason, the consent of the contracting parties is required to give effect to such power of the corporation to decrease its capital stock. * 1.01. Stock Split. The increase or decrease of capital will not necessarily result if there is a stock split. In stock split, a share is divided or converted into two or more shares but the amount of the outstanding capital remains the same because the par value is also tivided in as many shares. a. Reverse stock split, as the term implies is the opposite of stock split. It is the pro-rata combination of all the outstanding shares of a specified class into smaller number of shares of that class. Areverse stock split may be required to increase the market value per share or it may be designed to eliminate minority stockholders.” 2, Increase of Subscribed Capital. Increase in the capital stock of the corporation is necessary when additional funds are required for its operation and the corporation opts to raise funds through additional investments. Additional investment may be infused initially by increasing the subscribed capital. Increase in the subscribed capital need not go through the process provided for under Section 37 and mere approval of the Board is sufficient. This is included in the power to issue shares of stock that is expressly provided for under Section 35 of the RCCP. “The power to issue shares of stock in a corporation is lodged in the board of directors and no stockholders’ meeting is required to consider it because additional issuances of shares of stock do not need approval of the stockholders.”*# —Loerndodl “SEC Opinion No. 10-18 dated April 12, 2010. am 06. 'SEC 0; ,. 05-01 dated January 4, 2005. ¥ ; a eane Yndustrial Corporation v. Miguel Lim, et a, "Major ‘Majority Stockholders of Ruby GR Non paaer ot tazgg9, June 6, 2011 (The Supreme Court observed, however, thatthe corporation shall also file the necessary application with the SEC to exempt ae i The Securities Regulation Code). Scanned with CamScannerPRUDENCE ON AND JR NTON CODE cose Se 456 "THE REVIT re PHILIPPIN! f ital stock is regy: i thorized capi eUirey inerease in the @ pe covered by the ony, ayaa nary ipebriptida Cane zedvcavitaliaral if the addition’ 51 or if the original’ ready authorized capital exhausted. ital. Generally, there is alg in Paid-Up Capit 0 2,01. Increase in lof the SEC for the creation ofadditional paig need to get the. ere canted the policy of allowing corporate, in capital. The SEC his ft SEC's approval of the creation of th, at their option, to apP! ‘ al. However, there are certain cases when additional paid.n cari ation js subject to the approval of th, en ae property is given in payment of subscription price.” ‘ m Registration Requirement of SR¢, ee eel 8 aie for the issuance of additional i the issuance of shares is subject .s, there are instances when je ae registration requirement or at least, a request for exemption under the Securities Regulation Code and its implementing rules. a. Shares of stock are not exempt securities.” However, there are cases when the issuance of shares is an exempt transaction, Thus, Section 10.1 of the SRC provides that the requirements of registration shall not apply to, among other transactions, the following: (1) The sale of capital stock of a corporation to its own stockholders exclusively, where no commission ot other remuneration is paid or given directly or indirectly in connection with the sale of such capital stock; (2) Subscriptions for shares of the capital stock of a corporation prior to the incorporation thereof or pareuanes of an increase in its authorized capital stock unde coamieetation Code, when no expense is incurred, of ™ in connection wine pesto or remuneration is paid or given and only when the o-°2@ oF disposition of such securtis such aubecti Stina i ee for soliciting, giving or taking f law a8 to the pore yt? COMPLY with the requirements of 8 “entage of the capital stock of a corporatio® “SEC-0GC 0, , pinion No, fee 10-34 dated December 22, 2010. ence Part IL of this work Section 10.1), SRO. Scanned with CamScannerTITLE IV — POWERS oF CORPORATIONS sf which should be subserib, f fs ed before i 4 incorporatedscdicea authorized capitate” ee eased; existing security holders exclusiv, other remuneration is paid soliciting such exchange; « ely, where no commission or or given directly or indirectly for (4) The sale of securities b; persons inthe Philippines dusiay a saeue 1 fewer than 20 any 12-month period; and (5) , The sale of securities to any number of the followin, qualified buyers: (i) Bank; (i) Registered investment houses (ii) Insurance company; (iv) Pension fund or retirement plan maintained by the Government of the Philippines or any political subdivision thereof or managed by a bank or other persons authorized by the Bangko Sentral to engage in trust functions; (v) Investment company; or (vi) Such other person as the Commission may by rule determine as qualified buyers, on the basis of such factors as financial sophistication, net worth, knowledge, and experience in financial and business matters, or amount of assets under management.” b. A notice of or application for exemption of the registration requirement under the SRC is not required for the issuance covered by numbers 1 and 2 in the immediately preceding enumeration.” Hence, there is no need to file a notice of exemption if the existing shareholders will acquire additional shares from the corporation whether or not the same is covered by their pre-emptive right. c. On the other hand, a notice of exemption is required for the offerings covered by numbers 4 and 5 above."* Thus, notice of exemption is necessary if persons other than existing shareholders will purchase shares from the corporation provided that the sale is to fewer than 20 persons in the Philippines during any 12-month period. —_ a Section 10.16), SRC. “Section 10.16), ibid. Section 10.1(8), ibid. Section 10.1(), ibid. “Section 10.1(e) and (j), ibid. section 10Gb) ana), ibid, and Section 10.1, Paragraph 9.4 ofthe 2016 Auinded It of the SU (The corporation must use SEC Form 10-1 for the notice of exemptions Soe Shes OGG Opinion No. 13-18 dated December 5, 2018 and SEC-OGC inion No, 10-88 dated December 17, 2010. Scanned with CamScanner‘RISPRUDENCE ON cOMMENTARIES AND TRATION CODE 458 THE REVIT fg PHILIPPINES pplication for confirma; although an @PP lon @. At any rats fhe transaction is optional, a party may Avail the exempt status of tl challenge from the SEC; to defeat future n 37 of the RCCP Prescribe; se or decrease of the auth, such confirmation 3. Require following requirements fo capital stock: ‘arity ot (ay Temust be approved by a majonity vote of the Boars ments. Sectio yr increal 8 the Otizey of Directors; : (2) Ata stockholders’ meeting duly called for the purpose, 2/3 of the outstanding capital stock must approve ie veenease or decrease of the capital stock; (@) In connection with the stockholders’ meeting written notice of the purpose of the meeting and of the time and place of the stockholders’ meeting at which the proposed increase or diminution of the capital stock will be presented for approval must be addressed to each stockholder at his/her) its place of residence as shown in the books of the corporation and deposited to the addressee in the post office with postage prepaid, or served personally, or through electronic means recognized in the corporation’s By-Laws and/or the SEC rules as a valid mode for service of notice; (4) A certificate must be signed by a majority of the directors of the corporation and countersigned by the chairperson and the secretary of the stockholders’ meeting setting forth; @) That the requirements of Section 37 of the RCCP have been complied with; i) ‘The amount i yf the capital stock, of the increase or decrease 0 ~ a ‘ase of an increase of the capital stock e stock therec nt! Stock or number of shares of 1°? “of actually subscribed, the names, nationalit® Persons subscribing, the amount? mber of no-par stock subscribed nt paid by each on the subscript and addresses of the capital stock or ny, each, and the amou, *SEC-OGC Opin © Opinion No, 13.1 dated Decemby ember 6, 2013, Scanned with CamScanner‘TITLE TV — POWERS OF CORPORATIONS “ cash or proj oA shia es the amount of, capital stock or number siuch increase is for thon allotted to each stockholder if dividend therefor autho eee °f making effective stock zed; (iv) Any bonde: ‘d inde! fe created or increased; Dtedness to be incurred, (vy) The am meeting: and, “oUt of stock represented at the ao eres Suthorizing the inerease or decrease of © oF the incurring, creating or increasing of any bonded indebtedness a. With respect to the increase of capital stock, the application to be filed with the SEC shall be accompanied by the sworn statement of the treasurer of the corporation lawfully holding office at the time of the filing of the certificate, showing that at least 25% of the increase in capital stock has been subscribed and that at least 25% percent of the amount subscribed has been paid in actual cash to the corporation or that there has been transferred to the corporation property the valuation of which is equal to 25% of the subscription. (1) The required 25% subscription under Section 37 shall be based on the additional amount by which the capital stock is increased and not on the total capital stock as increased." 4. SEC Approval. The increase or decrease in the capital stock shall require prior approval of the SEC. The SEC requires the submission of certain documents for an application for increase or decrease of the authorized capital stock. Section 37 of the RCCP provides that “any increase or decrease in the capital stock or the incurring, creating or increasing of any bonded indebtedness shall ‘equire prior approval of the Commission, and where appropriate, ofthe Philippine Competition Commission. The application with the (SEC) shall be made within six (6) months from the date of approval of the board of directors and stockholders, which period may be ®xtended for justifiable reasons.” 4.01.Increase of Authorized Capital Stock. The basic Sccumentary requirements prescribed by the SEC for the approval “SEC Opinion dated July 29, 1993. Scanned with CamScannerJURISPRUDENCE ON 460 cone conronstos CODE ication for ack of the authorized capital stg, E sefolows q@ aan Affidavit certifying the increas, te of Increase of Capital Stock; ur P q Oa amount subscribed and the amount recent capital stock, as payment; f the date of the ist of stockholders as 0} ™ une Meet @) rae Snerease, indicating the nationalities of te Brera spective subscribed and paig” scribers and their respe ci P ae on the existing authorized capital stock, as certifieg by the corporate secretary; (4) Amended Articles of Incorporation; (8) Notarized directors’ certificate certifying: @) the amendment of the Articles of Incorporation increasing the authorized capital stock, (b) the votes of the directors and the stockholders, and (c) the date and place of the stockholders meeting, which shall be signed by a majority of the directors and the corporate secretary; (6) Endorsementiclearance from other government agencies or other SEC Departments, if applicable; and (7) Secretary's Certificate — notarized document signed by the corporate secretary certifying that no action or Proceeding has been filed or is pending before any Court or tribunal involving an intra-corporate dispute or claim by any Person or group against the directors, officers or stockholders of the Corporation, a aAtditional Requirements.” ‘The’ sRC° Iikewise subscription stl feauirements depending on how the addition he paid in cash afi e sit: For instance, if the subscription sb Contract ‘and (2) gutioRal requirements are (1) the Subscription Secretary's Certificate notarized document signed by the cor i subscribing Btodchisinoss Secretary certifying that all the 1” id i Tights. Other requirement their respective pre-empti'® involved is a listed commen ut? Provided for if the corporatio! subscription pany or * rural bank, If the addition involves Conversion of advances or liabilities to edt" "Effective June 19, 2013. Scanned with CamScanner