ARTICLES OF INCORPORATION

OF
_____________________________________

KNOW ALL MEN BY THESE PRESENTS:

That we, all of whom are of legal age and residents of the
Philippines, Filipinos, have on this day, voluntarily associated ourselves
together for the purpose of forming a stock corporation under the laws of
the Republic of the Philippines:
AND WE DO HEREBY CERTIFY:
FIRST: That the name of the Corporation shall be:
________________________________________________
SECOND: That the specific purposes for which said Corporation is formed
are:
Primary Purpose
To engage in, conduct, and carry on the business of
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
_______________________________________________________________________.
Secondary Purposes
1. To enter into, make, perform and carry out contracts of every
kind and for any lawful purpose pertaining to the business of the
corporation, or in any manner incident thereto, with any person,
firm, association, or corporation;
2. To acquire by purchase, exchange, assignment, gift or otherwise,
and to hold on, own and use for investment, or otherwise, to sell,
assign, transfer, exchange, mortgage, pledge, traffic, and deal in
and with, and otherwise to enjoy and dispose of, any bonds,
debentures, promissory notes, shares of capital stock, or other
securities or obligations, created, negotiated, or issued by any
corporation, association, or other entity, foreign or domestic, and
while the owner thereof, to exercise all the rights, powers, and
privileges of ownership, including the right to receive, collect and
1

dispose of any and all dividends, interest, and income derived

therefrom, and the right to vote on shares of the capital stock,
and upon bonds, debentures, or other securities having voting
power so owned, but in the manner and to the extent only
permitted by law;
3. To aid, in any manner authorized by law, any corporation,
association, or other entity of which the corporation is a creditor,
or which any bonds, debentures, promissory notes, share of
capital stock, or other securities and obligations or any interest
therein, are held and owned by the corporation, and generally, to
do any lawful acts or things designed to promote, protect,
preserve, improve, or enhance the value of such bonds,
debentures, promissory notes, shares of capital stock, securities
or obligation;
4. To purchase of otherwise secure the whole or any part of the
property, assets, business, and goodwill of any other firm,
corporation, or association, insofar as permitted by the laws of
the Philippines, and to conduct in any lawful manner the
business acquired and exercise all the powers necessary or
convenient in and about the conduct, management and, carrying
out of the business;
5. To conduct all or any part of the operations and business without
restriction or limit as to amount in the Philippines and in any or
all foreign countries, and in the manner and to the extent
permitted by law, to guarantee and secure payment of, for and in
behalf of the obligations of other corporations or entities in which
it has lawful interest;
6. To carry out all or any part of the foregoing objects as principal,
factor, agent, contractor, or otherwise, either alone or in
connection with any person, firm, association, or corporation;
7. To purchase or otherwise acquire, to hold, sell and otherwise deal
with, insofar as the law permits, unit shares of stock, securities,
properties, assets, business, goodwill, rights, franchise, leases,
contracts, and to assume the liabilities and obligations of any
person, persons, firm, partnership, association, corporation, or
organization;
8. Without in any particular way limiting any of the objects,
purposes, or powers of the corporation, the corporation shall be
from time to time empowered to do any one or more or all of the
acts and things herein set forth, and such other acts, things and
business or businesses in any manner connected therewith, or
necessary, incidental, convenient, or auxiliary thereto, or
calculated directly or indirectly to promote the interests of the
corporation or enhance the value of or render profitable any of
its property or rights as such corporation may lawfully do; and in
2

carrying on its business, or for the purpose of attaining or

furthering any of its objects, to do any and all acts and things,
and to exercise any and all other powers which a co-partnership
or natural person could do and exercise, and which now or
hereafter may be authorized by law, and either as principals, or
as, by and through, agents, attorneys, trustees, contractors,
factors, lessors, lessees, or otherwise, either alone or in
conjunction with others, and in any part of the world, and in
addition, to have and to exercise all rights, powers, and
privileges now or hereafter belong to or conferred upon
corporations under the provisions of the law authorizing the
formation of such corporations;
9. The foregoing clauses are to be construed both as objects and
powers and it is hereby expressly provided that the enumeration
herein of specific objects and powers shall not be held to limit or
restrict in any manner the general powers of the corporation
provided, however, that nothing herein contained shall be
deemed to authorize or permit the corporation to carry on any
business or to exercise any power to do any act which a
corporation, formed under the laws of the Philippines, or any
amendment, or supplement thereto, or substitution therefor,
may not at the time lawfully carry on or do. It is the intention
that the purposes, objects, and powers specified in each of the
paragraphs of this Secondary Purposes shall, except as otherwise
provided, in no wise be limited or restricted by the terms of any
clause or paragraph of this purpose, or of any other purposes of
this certificate of incorporation; Provided, further, that the
corporation shall not transfer in investment of its funds from one
purpose to another for which it has been organized, unless, its
Board of Directors have been so authorized in a resolution by the
affirmative vote of the stockholders holding shares in the
corporation entitling them to exercise at least two-thirds (2/3) of
the voting power on such a proposal at a stockholders meeting
called for that purpose.
THIRD: That the place where the principal office of the corporation is to be
established
or
located
is
at_________________________________________________.
FOURTH: That the term for which the 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:
Names

Nationality

Residence
(Complete Address)

Filipino
Filipino
3

Filipino
Filipino
Filipino
Filipino
SIXTH: That the number of directors of the Corporation shall be five (5)
and that the names, nationalities and residence of the Directors of said
Corporation who shall act as such until their successors are elected and
have qualified as provided for in the by-laws are as follows:
Names

Nationality

Residence
(Complete Address)

Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
SEVENTH: That the authorized capital stock of the Corporation is
_____________ (Php __________________) PESOS in lawful money of the
Philippines, divided into _______________ (________) shares with the par
value of ____________ (Php ________) PESO per share.
EIGHT: That at least twenty-five (25%) percent of the authorized capital
stock has been subscribed and at least twenty five (25%) percent of the
total subscription has been paid as follows:
Name

Nationali
ty

No. of
Shares
Subscribe
d

Amount
Subscribe
d

Amount
Paid

Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
TOTAL
NINTH: That __________________________ has been elected by the
subscribers as Treasurer of the corporation to act as such until his/her
successor is duly elected and qualified in accordance with the by-laws;
and that as such Treasurer, (he/she) has been authorized to receive for
and in the name and for the benefit of the corporation, all subscriptions
paid by the subscribers.
TENTH: That no transfer of stocks or interest therein which will reduce the
ownership of Filipino citizens to less than the percentage of the capital
stock required by law shall be allowed or permitted to be recorded in the
4

Corporate Books and this restriction shall be indicated in all the stock
certificates issued by the corporation.
ELEVENTH: That the incorporators undertake to change the name of the
corporation 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 use of that name or
that name has been declared as misleading, deceptive, confusingly similar
to a registered name, or contrary to public morals, good customs or public
policy.
IN WITNESS WHEREOF, we have hereunto affixed our signatures
this ___ day of ____________ 2014, at _________________, Philippines.

______________________________
TIN -

___________________________
TIN-

______________________________
TIN-

___________________________
TIN-

______________________________
TIN-

___________________________
TIN-

SIGNED IN THE PRESENCE OF:

________________________
____________________________

REPUBLIC OF THE PHILIPPINES )

_________________________
) S.S.

ACKNOWLEDGMENT
BEFORE ME, a Notary Public for ___________________, this ___ day of
______________ 2014, personally appeared the following persons with their
respective competent proof of identity:
Name

Govt. Issued ID

Place and Date

Issued

all known to me and to me known to be the same persons who executed

the foregoing Articles of Incorporation consisting of six (6) pages including
this page wherein the acknowledgment is written and that the foregoing
persons acknowledge that the same be their free and voluntary act and
deed.
IN WITNESS WHEREOF I have set my hand and affixed my notarial
seal at ________________ City, this ___ day of ___________ 2014.

Doc. No. __________;

Page No.__________;
Book No.__________;
Series of 2014