Documente Academic
Documente Profesional
Documente Cultură
“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.
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AMENDED
ARTICLES OF INCORPORATION
OF
TRUEXPERT CONSULTANCY INC.
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;
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.
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:
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
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:
NINTH: That the above-named subscribers have paid at least twenty-five percent
(25%) of the total subscription as follows:
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.
ACKNOWLEDGEMENT
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.
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REPUBLIC OF THE PHILIPPINES)
CITY OF BATANGAS ) SS.
SECRETARY’S CERTIFICATE
3. I executed this sworn statement to attest to the truth of the foregoing facts and for
whatever legal purpose it may serve;
____________________________
Corporate Secretary
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