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REPUBLIC OF THE PHILIPPINES)

CITY OF BATANGAS ) S.S.

CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION


OF
TRUEXPERT CONSULTANCY INC.

We, the undersigned members of Board of Directors of TRUEXPERT CONSULTANCY


INC., and the Corporate Secretary of the Corporation, do hereby certify that:

1. That at the Special Meeting of the Board of Directors of TRUEXPERT CONSULTANCY


INC. held on ___________, at all the members of the Board of Directors approved the
amendment of Article III of the Articles of Incorporation of the Corporation, and adopted the
following resolution:

“RESOLVED, AS IT IS HEREBY RESOLVED that the Corporation amend


the THIRD ARTICLE of its Amended Articles of Incorporation to read as
follows:

“THIRD: That the principal office of the corporation is located in


LOT 45 AND 47, BLOCK 9, AZALEA STREET, GREENWOODS SOUTH
EXECUTIVE VILLAGE, PALLOCAN EAST, BATANGAS CITY,
PHILIPPINES”

“RESOLVED FURTHER, that any one of the officers of the Corporation be, as
each of them is hereby, authorized and directed to execute and deliver the
necessary certificate and other documents with the Securities and Exchange
Commission and other government agencies and perform all actions as may
be necessary to fully implement the foregoing resolutions”

2. The foregoing resolution amending the principal office address of the Corporation in the
Amended Articles of Incorporation of the Corporation were subsequently approved by the
stockholders at the Special Meeting held on _______________;

3. All the requirements of Section 16 of the Corporation Code of the Philippines have been
complied with. Attached hereto is the Amended Articles of Incorporation of the
Corporation, as herein amended.

IN WITNESS WHEREOF, we have hereunto set our hands this ________________ at


Batangas City, Philippines.

ROSEMARIE A. ALOLOD MARIEBETH B. MONERA


President Treasurer

ROSALINDA G. LACANLALE ALFONSO LEVY F. MACARAIG

AARON LANCE F. MACARAIG

SUBSCRIBED AND SWORN to before me this ________________, at Batangas City,


Philippines.

Doc. No.
Page No.
Book No.
Series of 2019.
AMENDED
ARTICLES OF INCORPORATION
OF
TRUEXPERT CONSULTANCY INC.

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 the said corporation shall be


TruExpert Consultancy Inc.

SECOND: That the primary purpose for which such corporation is incorporated:
To provide expert assessment and advisory services on matters pertaining to the
management of environment issues. To train and conduct seminars to the
following environment concerns: land and water contamination; waste
management policies; environmental management systems; air assessment;
environmental impact assessment; environmental audit; the management of
legislative issues for clients; the development of conceptual models (identifying
and considering potential contaminant sources); on-going communication with
clients, inspectors and regulators; identifying previous activities and any
contamination when assessing property. To train and conduct seminar.

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


LOT 45 AND 47, BLOCK 9, AZALEA STREET, GREENWOODS SOUTH
EXECUTIVE VILLAGE, PALLOCAN EAST, BATANGAS CITY, PHILIPPINES

FOURTH: That the term for which said corporation is to exist in 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

Rosemarie A. Alolod Filipino Gasang, Mabini, Batangas,


Region IV-A, Philippines 4202
Mariebeth B. Monera Filipino 220 San Pedro, Barangay 139,
Tondo I/II, City of Manila,
Philippines, 1013
Rosalinda G. Lacanlale Filipino 1567 Rufina Terrace Lion,
Guinto, Barangay 724, Malate,
City of Manila, NCR,
Philippines, 1004
Neil Jonathan B. Reyes Filipino Poblacion, Banaybanay, Davao
Oriental, Region XI,
Philippines, 8208
Teodoro B. Gener Filipino 06 Tambo Ilaya, Sta. Teresita
Batangas, Region IV-A,
Philippines, 4206

SIXTH: The number of directors of the corporation shall be five (5) and the names,
nationalities and residences of the first directors of the corporation are as follows:
NAME NATIONALITY RESIDENCE

Rosemarie A. Alolod Filipino Gasang, Mabini, Batangas,


Region IV-A, Philippines 4202
Mariebeth B. Monera Filipino 220 San Pedro, Barangay 139,
Tondo I/II, City of Manila,
Philippines, 1013
Rosalinda G. Lacanlale Filipino 1567 Rufina Terrace Lion,
Guinto, Barangay 724, Malate,
City of Manila, NCR,
Philippines, 1004
Neil Jonathan B. Reyes Filipino Poblacion, Banaybanay, Davao
Oriental, Region XI,
Philippines, 8208
Teodoro B. Gener Filipino 06 Tambo Ilaya, Sta. Teresita
Batangas, Region IV-A,
Philippines, 4206

SEVENTH: That the authorized capital stock of the corporation is two hundred fifty
thousand pesos (Php250,000.00) in lawful money of the Philippines, divided
into:

a. TWO THOUSAND AND FIVE HUNDRED (2,500) common voting shares with par value
of one hundred pesos (Php100.00) per share;

EIGHTH: That at least twenty five percent (25%) of the authorized capital stock above
has been subscribed as follows:

NAME NATIONALITY SHARE NO. OF SUBSCRIBED


TYPE SHARES AMOUNT

Rosemarie A. Alolod Filipino Common 750 Php75,000.00


Mariebeth B. Monera Filipino Common 750 Php75,000.00
Rosalinda G. Lacanlale Filipino Common 750 Php75,000.00
Neil Jonathan B. Reyes Filipino Common 175 Php17,500.00
Teodoro B. Gener Filipino Common 75 Php7,500.00
___________________________
2,500 Php250,000.00

NINTH: That the above-named subscribers have paid at least twenty-five percent
(25%) of the total subscription as follows:

NAME NATIONALITY PAID UP ADDITIONAL TOTAL MODE


CAPITAL PAID-IN AMOUNT OF
CAPITAL PAID PAYMENT
Rosemarie A. Alolod Filipino Php18,750.00 Php0.00 Php18,750.00 Cash
Mariebeth B. Monera Filipino Php18,750.00 Php0.00 Php18,750.00 Cash
Rosalinda G. Lacanlale Filipino Php18,750.00 Php0.00 Php18,750.00 Cash
Neil Jonathan B. Reyes Filipino Php4,375.00 Php0.00 Php4,375.00 Cash
Teodoro B. Gener Filipino Php1,875.00 Php0.00 Php1,875.00 Cash
Php62,500.00 Php0.00 Php62,500.00

TENTH: That Mariebeth B. Monera 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, she 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 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 the
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________________ in the City of Batangas, Philippines.

NAME TIN SIGNATURE


Rosemarie A. Alolod 210-768-855-000

Mariebeth B. Monera 209-171-183-000

Rosalinda G. Lacanlale 714-833-186-000

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)


CITY OF BATANGAS )

BEFORE ME, a Notary Public, for and in City of Batangas, Philippines, this __________________,
personally appeared the following:

All known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their free act and deed.

WITNESS MY HAND AND NOTARIAL SEAL on this ________________ at Batangas City,


Philippines.

Doc. No.
Page No.
Book No.
Series of 2019.
REPUBLIC OF THE PHILIPPINES)
CITY OF BATANGAS ) SS.

SECRETARY’S CERTIFICATE

I, _____________________, a Filipino citizen, of legal age and a resident of


_____________________, after having been duly sworn to in accordance with law, hereby
depose and say that:

1. I am the Corporate Secretary of TRUEXPERT CONSULTANCY INC. a corporation


duly organized and existing under and by virtue of the laws of the Philippines with
present office address in Lot 45 and 47, Block 9, Azalea Street, Greenwoods South
Executive Village, Pallocan East, Batangas City;

2. To the best of my knowledge, no action or proceeding has been filed or is pending


before any court involving intra-corporate dispute and/or claim by any person or
group against the directors and/or major corporate officers of the Corporation, in
their official capacity, which are material to an evaluation of the ability or integrity of
the Board, directors and officers.

3. I executed this sworn statement to attest to the truth of the foregoing facts and for
whatever legal purpose it may serve;

4. FURTHER AFFIANT SAYETH NAUGHT.

IN WITNESS WHEREOF, we have hereunto se my hand this ________________ at


Batangas City, Philippines.

____________________________
Corporate Secretary

SUBSCRIBED AND SWORN to before me this ________________, at Batangas City,


Philippines.

Doc. No.
Page No.
Book No.
Series of 2019.

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