Article 20p. 20

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

ELEVENTH: (Corporations which will engage in any

business or activity reserved for Filipino citizens shall

provide the following):

"No transfer of stock or interest which will reduce the

ownership of Filipino citizens to less than the required

percentage of the capital stock as provided by existing

laws shall be allowed or permitted to be recorded in the

proper books of the corporation and this restriction shall

be indicated in all the stock certificates issued by the

corporation."

IN WITNESS WHEREOF, we have hereunto signed

these

Articles

of

Incorporation,

this

_______

day

of

______________,

19____,

in

the

City/Municipality

of

__________________,

Province

of

___________________,

Republic of the Philippines.

_______________________

_______________________

_______________________

_______________________

___________________________

(Names and signatures of the incorporators)

SIGNED IN THE PRESENCE OF:

_______________________

_______________________

(Notarial Acknowledgment)

TREASURER'S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES)

CITY/MUNICIPALITY OF ) S.S.

PROVINCE OF )

I, ____________________, being duly sworn, depose and

say:

That I have been elected by the subscribers of the

corporation as Treasurer thereof, to act as such until my

successor

has

been

duly

elected

and

qualified

in

accordance with the bylaws of the corporation, and that

as such Treasurer, I hereby certify under oath that at least

25% of the authorized capital stock of the corporation has

been subscribed and at least 25% of the total subscription

has been paid, and received by me, in cash or property, in

the amount of not less than P5,000.00, in accordance

with the Corporation Code.

____________________

(Signature of Treasurer)

SUBSCRIBED AND SWORN to before me, a Notary

Public, for and in the City/Municipality of ________________,

Province

of

__________________,

this

_______

day

of

___________, 19___; by _____________ with Res. Cert. No.

___________ issued at ____________________ on ____________,

19____.

NOTARY PUBLIC

My commission expires on

_________, 19____

Doc. No. _________;

Page No. _________;

Book No. ________;

Series of 19____ (7a)

SECTION

16.

Amendment

of

Articles

of

Incorporation . — Unless otherwise prescribed by this

Code or by special law, and for legitimate purposes, any

provision or matter stated in the articles of incorporation

may be amended by a majority vote of the board of

directors or trustees and the vote or written assent of the

stockholders representing at least two-thirds (2/3) of the

outstanding

capital

stock,

without

prejudice

to

the

appraisal right of dissenting stockholders in accordance

with the provisions of this Code, or the vote or written

assent of two-thirds (2/3) of the members if it be a

non-stock corporation.

The original and amended articles together shall

contain all provisions required by law to be set out in the

articles of incorporation. Such articles, as amended, shall

be indicated by underscoring the change or changes

made, and a copy thereof duly certified under oath by the

corporate secretary and a majority of the directors or

trustees

stating

the

fact

that

said

amendment

or

amendments have been duly approved by the required

vote of the stockholders or members, shall be submitted

to the Securities and Exchange Commission.

The amendments shall take effect upon its approval

by the Securities and Exchange Commission or from the

date of filing with the said Commission if not acted upon

within six (6) months from the date of filing for a cause

not attributable to the corporation.

SECTION 17. Grounds When Articles of Incorporation

or Amendment May Be Rejected or Disapproved . — The

Securities and Exchange Commission may reject the

articles of incorporation or disapprove any amendment

thereto

if

the same is not in compliance with the

requirements

of

this

Code:

Provided ,

That

the

Commission shall give the incorporators a reasonable

time within which to correct or modify the objectionable

portions of the articles or amendment. The following are

grounds for such rejection or disapproval:

1.

That

the

articles

of

incorporation

or

any

amendment thereto is not substantially in accordance

with the form prescribed herein;

2. That the purpose or purposes of the corporation are

patently unconstitutional, illegal, immoral, or contrary to

government rules and regulations;

3.

That

the

Treasurer's

Affidavit

concerning

the

amount of capital stock subscribed and/or paid is false;

4. That the required percentage of ownership of the

capital stock to be owned by citizens of the Philippines

has not been complied with as required by existing laws

or the Constitution.

No articles of incorporation or amendment to articles

of incorporation of banks, banking and quasi-banking

institutions,

building

and

loan

associations,

trust

companies and other financial intermediaries, insurance

companies, public utilities, educational institutions, and

other corporations governed by special laws shall be

accepted

or

approved

by

the

Commission

unless

accompanied by a favorable recommendation of the

appropriate government agency to the effect that such

articles or amendment is in accordance with law. (n)

SECTION 18. Corporate Name . — No corporate name

may

be

allowed

by

the

Securities

and

Exchange

Commission

if

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 or is patently deceptive, confusing or contrary to

existing laws. When a change in the corporate name is

approved,

the

Commission

shall

issue

an

amended

certificate of incorporation under the amended name. (n)

SECTION

19.

Commencement

of

Corporate

Existence . — A private corporation formed or organized

under this Code commences to have corporate existence

and juridical personality and is deemed incorporated

from the date the Securities and Exchange Commission

issues a certificate of incorporation under its official seal;

and thereupon the incorporators, stockholders/members

and their successors shall constitute a body politic and

corporate under the name stated in the articles of

incorporation for the period of time mentioned therein,

unless said period is extended or the corporation is

sooner dissolved in accordance with law. (n)

© Compiled by RGL

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