Incorporators are those stockholders/members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof. The Revised Corporation Code (Republic Act No. 11232) made significant changes in the number and qualifications of incorporators.
The requirements under the Revised Corporation Code are as follows:
- 1. The maximum number of incorporators is fifteen (15). This is the same maximum number provided in the old Corporation Code of the Philippines under Batas Pamansa Blg. 68
- 2. Incorporators who are natural persons must be of legal age.
- 3. There is no minimum number of incorporators required. There has to be at least one (1) incorporator because somebody has to sign and authenticate the articles of incorporation (in which case, it is a One Person Corporation). The rule was different under the old Corporation Code, which required at least five (5) incorporators. This minimum number has been removed under the Revised Corporation Code.
- 4. The incorporator may either be a natural or juridical person. The Revised Corporation Code provides that an incorporator may be a natural person, or a partnership, association or corporation. This is a significant change, as the old Corporation Code requires that at least five (5) incorporators must be individual persons. Nevertheless, for the purpose of practicing a profession, no corporation is allowed unless allowed under special laws.
- 5. Each incorporator of a stock corporation must own or be a subscriber to at least 1 share of the capital stock.
The Revised Corporation Code also removed the old requirement that majority of the incorporators must be residents of the Philippines.
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