All corporations shall file with the Securities and Exchange 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 Securities and Exchange Commission, containing substantially the following matters, except as otherwise prescribed by the Revised Corporation 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. 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 15 or the number of trustees which may be more than 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 the Revised Corporation 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. 

Optional: An arbitration agreement may be provided in the articles of incorporation. [See: Arbitration for Corporations under the Revised Corporation Code]

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P&L Law

Pamaos & Labao Law Firm (P&L Law) is a full-service professional legal firm, located in Metro Manila, Philippines | Telephone: (+632) 7799-0589 | Email: info@pnl-law.com | Website: http://pnl-law.com

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