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Articles of Incorporation

Of

ABC Corporation

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are residents of
the Philippines, have this day voluntarily agreed to form a stock corporation under the laws
of the Republic of the Philippines;

AND WE HEREBY CERTIFY:

FIRST: That the name of said corporation shall be

“ABC Corporation”

SECOND: That the purposes for which such corporation is incorporated:

PRIMARY PURPOSE

To acquire by purchase, and to sell perfume products to its clients.

SECONDARY PURPOSE:

1. To enter any lawful arrangement for acquisition and conveyance of any movable or
immovable property with any government or person in the carrying on of any business or
transaction deemed necessary or incidental to carrying out the purpose of this corporation;

2. To enter any lawful arrangement for sharing profits with any person or government
in the carrying on of any business or transaction deemed necessary or incidental to carrying
out the purpose of this corporation;

3. To acquire from any government or authority, corporation or any entity such


charter, contracts, franchise, privileges, exemption, licenses and concessions as may be
conducive to the objectives of the corporation;

4. To establish and operate one or more branch offices to carry out the operation and
business without any restriction anywhere within the Philippines;

5. To transact lawful business and to do anything necessary in the accomplishment of


the objectives of the corporation, which shall appear conducive for the protection or benefit
of this corporation.
Provided that the corporation shall not solicit, accept or take investments/placements
from the public neither shall it issue investment contracts.

THIRD: That the principal office of the corporation is located in 10th Floor, ITC
Building, Jupiter Street, Makati City, Metro Manila, Philippines.

FOURTH: That the term for which said corporation is to exist is fifty (50) years from
and after the date of issuance of the certificate of incorporation;

FIFTH: That the names, nationalities and residences of the incorporators are as
follows:

NAME NATIONALITY RESIDENCE


22 Bouganvilla Street
A Filipino Dasmarinas Village, Makati
43 Cabildo Street
G Filipino Urdaneta Village, Makati
18 Constancia Street
M Filipino Olympia Village, Makati
37 Jacaranda Road
O Filipino Forbes Park Village, Makati
15 General Luna Street
P Filipino Bel-Air, Makati

SIXTH: That the number of directors of the corporation shall be seven (7); and the
names, nationalities and residences of the first directors of the corporation are as follows:

NAME NATIONALITY RESIDENCE


22 Bouganvilla Street
A Filipino Dasmarinas Village, Makati
43 Cabildo Street
G Filipino Urdaneta Village, Makati
18 Constancia Street
M Filipino Olympia Village, Makati
37 Jacaranda Road
O Filipino Forbes Park Village, Makati
15 General Luna Street
P Filipino Bel-Air, Makati
87 Asteroid Street
R Filipino Bel-Air, Makati
30 San Carlos Street
T Filipino Magallanes, Makati

SEVENTH: That the authorized capital stock of the corporation is TEN MILLION
PESOS (Php 10,000,000.00) Philippine currency, and said capital stock is divided into TEN
MILLION (10,000,000) common shares with the par value of One Peso (Php1.00) per share.

EIGHT: That the amount of said capital stock which have been subscribed is TWO
MILLION FIVE HUNDRED THOUSAND PESOS (Php2,500,000.00) and the following persons
have subscribes for the number of shares and amount of capital stock indicated opposite their
respective names:

NAME OF NO. OF SHARES AMOUNT


SUBSCRIBERS NATIONALITY SUBSCRIBED SUBSCRIBED

A Filipino 242,000 2,420,000

G Filipino 2,000 20,000

M Filipino 2,000 20,000

O Filipino 1,000 10,000

P Filipino 1,000 10,000

R Filipino 1,000 10,000

T Filipino 1,000 10,000

TOTAL 250,000 2,500,000.00

NINTH: That the above-named subscribers have paid on the shares of capital sotock
for which they have subscribed as follows:

NAME OF
SUBSCRIBERS TOTAL PAID-UP

A 920,000

G 20,000

M 20,000
O 10,000

P 10,000

R 10,000

T 10,000

TOTAL 1,000,000.00

TENTH: That R has been elected by the subscribers as Treasurer of the Corporation
to act as such until his successor is duly elected and qualified in accordance with the by-laws,
and that as such Treasurer, he has been authorized to receive for and in the name and for the
benefit of the corporation, all subscriptions or donations paid or given by the subscribers.

ELEVENTH: That 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.

TWELFTH: That the incorporators and directors undertake to change the name of the
corporation as herein provided, or as amended thereafter, immediately upon receipt of notice
or directive from the Securities and Exchange Commission that another corporation,
partnership or person has acquired a prior right to the use of that name or that the name has
been declared as misleading, deceptive, confusingly similar to a registered name or contrary
to public morals, good custom or public policy.

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


25th day of July 2014, in the City of Makati, Metro Manila, Philippines.

(SGD) A (SGD) M (SGD)O


315-685-747-000 167-589-322-000 208-130-969-000

(SGD) G (SGD) P (SGD) R


172-687-577-000 150-601-725-000 223-811-766-000

(SGD)T
195-023-429-000

SIGNED IN THE PRESENCE OF


(SGD) HH (SGD) JJ
REPUBLIC OF THE PHILIPPINES }
CITY OF MAKATI } S.S.

BEFORE ME, a Notary Public, for and in Makati, Metro Manila, Philippines, this
25th day of July, 2014, personally appeared the following persons:

TIN/ID/Passport No. Date &


Name Place Issued
A 315-685-747-000
172-687-577-000
G
167-589-322-000
M
208-130-969-000
O
150-601-725-000
P
223-811-766-000
R
T 195-023-429-000

known to me and to me known to be the same persons who executed the foregoing Articles
of Incorporation constituting of four (4) pages, including this page where the
acknowledgement is written, and they acknowledged to me that the same is their free act and
voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

HORACE A. BAGO
Comm No. M-541
Notary Public for Makati City
Until Dec 31, 2015
21F Pacific Star Bldg Gil Puyat cor
Makati Ave., Makati City
Roll No. 63670
PTR No. 4441524 07-19-14 Makati
IBP No. 968470 04-04-14 Makati

Doc. No. ____11__


Page No. __4_____
Book No. ____1___
Series of 2014
TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )


CITY OF MAKATI ) S.S

I, R, being duly sworn to, 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 by-
laws 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 subscriptions has been paid, and received by me, in cash or property, in the
amount of PHP1,000,000.00 in accordance with the Corporation Code.

_________________(SGD) R___________________
Treasurer

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City of Makati,
Metro Manila this 25th day of July, 2014; by affiant R with TIN No. 223-811-766-000.

HORACE A. BAGO
Comm No. M-541
Notary Public for Makati City
Until Dec 31, 2015
21F Pacific Star Bldg Gil Puyat cor
Makati Ave., Makati City
Roll No. 63670
PTR No. 4441524 07-19-14 Makati
IBP No. 968470 04-04-14 Makati
Doc. No.__9____
Page No.__3____
Book No.___1___
Series of 2014

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