Hi, I am attorney Marie Chris Batan-Lasco. This is my virtual classroom.

Welcome to my YouTube
channel.
In this channel, I shall aim to simplify the law. I shall discuss concepts and principles of law in under 10
minutes.
Hello again everyone. Welcome to my virtual classroom. So for this video, I want us to talk about who
will be the incorporators or the original formers of the corporation.
So, let's begin. Let's talk about the incorporators. Incorporators are the original formers of the corporation.
These are actually the people or the persons that you will find in the articles of incorporation as being the
first corporations of the corporation.
We call them again your incorporators. Who can become incorporators of a corporation? The answer to
that question is found under Section 10 of your revised corporation code.
Let's read Section 10. It says, any person, partnership, association or corporation singly or jointly with
others, but not more than 15 and number, we organize a corporation for any lawful purpose or purposes.
Provided, but natural persons who are licensed to practice a profession and partnerships or associations
organized for the purpose of practicing a profession shall not be allowed to organize as a corporation
unless otherwise provided under special laws.
Incorporators who are natural persons must be of legal age. Each incorporator of a stock corporation must
own or be a subscriber to at least one share of the capital stop.
A corporation with a single stock holder is considered a one person corporation as described in title 13
chapter 3 of this code.
According to Section 10 of your revised corporation code, any person can become an incorporator and
this person may actually be a natural person or a juridical person.
In other words, you can be an incorporator or a partnership can also be an incorporator of a corporation.
A corporation can also be an incorporator of another corporation.
Now, this is very important to remember because prior to the amendment, prior to the revised corporation
code, this code that we are studying now,
only natural persons were allowed to become incorporators, meaning the original formers of the
corporation.
But with this amendment, now under your revised corporation code, both natural and juridical persons
can actually now become incorporators of a corporation such that Section 10 is now very clear.
That it can be a natural person, a partnership and association or a corporation who can actually bring
about the formation of another corporation.
Now, what are the qualifications to become an incorporator?
If you want to become an incorporator, you are a natural person, you want to be part of the original
formers of the corporation, you must of course be of legal age.
Another requirement is that you must be a holder of at least one share of stock or at least subscribe to a
share of stock.
What you mean by subscribe, you have undertaken to at least buy one share of stock.
And of course, you have to sign the articles of incorporation.
In Section 10 also, it gives you exceptions, meaning those who cannot become an incorporator in a
corporation.
Partnerships which are created for the practice of a profession cannot form a corporation.
Why? Because practicing a profession is supposedly for public service and not for business purposes.
Of course, for other partnerships, business partnerships, not professional partnerships, they can become or
it rather can become an incorporator of a corporation.
What is required? It is required that the partnership is set registered, in other words, registered with the
Securities and Exchange Commission.
And all the partners must execute an affidavit stating that they have agreed that the partnership will invest
in the corporation.
And they will also have to designate a partner who will sign the articles of incorporation in behalf of the
partnership.
Now, how about corporations? What is required of a corporation becoming an incorporator of another
corporation?
Of course, a corporation must be set registered or registered with the Securities and Exchange
Commission.
Their certificate of incorporation rather must have been revoked or suspended to become an incorporator
of another corporation.
What else is required? It is required that the decision to invest in another corporation, as of course you
invest when you become an incorporator.
Such decision must be approved by majority of the board of directors or trustees and ratified by
stockholders representing at least two thirds of the outstanding capital stock,
if it is a stock corporation or two thirds of the members, if it be non-stop corporation.
Of course, there must be the submission of the directors or trustees certificate or secretary certificate to
show this decision to invest,
that there was already such an approval by the board of directors or trustees and ratification by the
stockholders representing at least two thirds of the outstanding capital stock or two thirds of the members.
Of course, the board of directors must designate an authorized signatory because of course an
incorporator must sign the articles of incorporation.
The corporation, of course, is not a real, it's not a natural person rather, and so it cannot sign.
And so there must be a designated person who will sign in behalf of the corporation.
Now, we have been talking about who may become incorporators.
Now, let's talk about how many incorporators should there be.
This is another amendment and the revised corporation code.
In the old corporation code, it's set a minimum of five incorporators, not less than five, but not more than
15.
Again, that's the old corporation code.
What the revised corporation code, the revised corporation code no longer sets a minimum.
It just sets a maximum that the incorporators must not be more than 15.
Your section then also now introduces you to another type of corporation that we did not have under the
old corporation code.
What is the one-person corporation?
Where? This is a corporation where there is only one incorporator.
And that one incorporator and a one-stock corporation will remain as the sole stockholder in the one-
person corporation.
I will be discussing one-person corporation in another video.
So remember that there is no more minimum number of incorporators.
You alone can form a corporation.
You will fall under the one-person corporation.
If you do want to form a corporation with others, with your friends or with your family members, you can
do so.
But remember that the number of incorporators must not exceed 15.
As provided for under section then of your revised corporation code.
So that is it for this video.
I hope you now have learned who may become incorporators.
What are the qualifications of an incorporator?
I hope you have learned from this video and I'll see you in the next.
I hope you have learned something from this video.
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Thank you for watching. See you next time in MBL classroom.