SEC. 13. Contents of The Articles of Incorporation.

SEC. 13. Contents of the Articles of Incorporation.
– All corporations shall file with the

Commission articles of incorporation in any of the official languages, duly signed and
acknowledged or authenticated, in such form and manner as may be allowed by the
Commission, containing substantially the following matters, except as otherwise prescribed by
this Code or by special law:
(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: Provided, That 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;
(e) The names, nationalities, and residence addresses of the incorporators;
(f) The number of directors, which shall not be more than fifteen (15) or the number of
trustees which may be more than fifteen (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 this 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 arbitration agreement may be provided in the articles of incorporation pursuant to

Section 181 of this Code.
The articles of incorporation and applications for amendments thereto may be filed with
the Commission in the form of an electronic document, in accordance with the Commission’s
rules and regulations on electronic filing.
SEC. 14. Form of Articles of Incorporation. – Unless otherwise prescribed by special
law, the articles of incorporation of all domestic corporations shall comply substantially with
the following form:
Articles of Incorporation
of
______________________
(Name of Corporation)
The undersigned incorporators, all of legal age, have voluntarily agreed to form a (stock)
(nonstock) corporation under the laws of the Republic of the Philippines and certify the
following:
First: That the name of said corporation shall be “_______________, Inc., Corporation or
OPC”;
Second: That the purpose or purposes for which such corporation is incorporated are: (If
there is more than one purpose, indicate primary and secondary purposes);
Third: That the principal office of the corporation is located in the City/Municipality of
______________________, Province of _______________________, Philippines;
Fourth: That the corporation shall have perpetual existence or a term of ______________
years from the date of issuance of the certificate of incorporation;
Fifth: That the names, nationalities, and residence addresses of the incorporators of the
corporation are as follows:
Name Nationality Residence
Sixth: That the number of directors or trustees of the corporation shall be

_________________; and the names, nationalities, and residence addresses of the first directors
or trustees of the corporation are as follows:
Name Nationality Residence

Seventh: That the authorized capital stock of the corporation is ______________ PESOS
(P________), divided into _____ shares with the par value of ____________ PESOS
(P_______________) per share. (In case all the shares are without par value): That the capital
stock of the corporation is __________________________ shares without par value.
(In case some shares have par value and some are without par value): That the capital
stock of said corporation consists of __________________________ shares, of which
_______________________ shares have a par value of _________________ PESOS
(P____________) each, and of which _______________________ shares are without par value.
Eighth: That the number of shares of the authorized capital stock above-stated has been
subscribed as follows:
Name of Nationality No. of Shares Amount Amount Paid

Subscriber Subscribed Subscribed
(Modify No. 8 if shares are with no-par value. In case the corporation is nonstock, Nos. 7
and 8 of the above articles may be modified accordingly, and it is sufficient if the articles state
the amount of capital or money contributed or donated by specified persons, stating the names,
nationalities, and residence addresses of the contributors or donors and the respective amount
given by each.)
Ninth: That _____________________ has been elected by the subscribers as Treasurer of

the Corporation to act as such until after the successor is duly elected and qualified in
accordance with the bylaws, that as Treasurer, authority has been given to receive in the name
and for the benefit of the corporation, all subscriptions, contributions or donations paid or given
by the subscribers or members, who certifies the information set forth in the seventh and eighth
clauses above, and that the paid-up portion of the subscription in cash and/or property for the
benefit and credit of the corporation has been duly received.
Tenth: That the incorporators undertake to change the name of the corporation
immediately upon receipt of notice from the Commission that another corporation, partnership
or person has acquired a prior right to the use of such name, that the name has been declared not
distinguishable from a name already registered or reserved for the use of another corporation, or
that it is contrary to law, public morals, good customs or public policy.
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 shall reduce the ownership of Filipino citizens to
less than the required percentage of 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 stock certificates issued by the corporation.”
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this

_______ day of _____________, 20_____ in the City/Municipality of
______________________, Province of _______________________, Republic of the
Philippines.
(Names and signatures of the incorporators)
_______________________________________
(Name and signature of Treasurer)

SEC. 13. Contents of The Articles of Incorporation. - All Corporations Shall File With The

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– All corporations shall file with the

(a) The name of the corporation;

(e) The names, nationalities, and residence addresses of the incorporators;

An arbitration agreement may be provided in the articles of incorporation pursuant to

Name Nationality Residence

Sixth: That the number of directors or trustees of the corporation shall be

Name Nationality Residence

Name of Nationality No. of Shares Amount Amount Paid

Ninth: That _____________________ has been elected by the subscribers as Treasurer of

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this

(Names and signatures of the incorporators)

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