Writing and amending an Articles of Incorporation in the Philippines is a complex process that demands strict compliance with legal requirements. Errors can cause business registration delays or rejections. Whether you’re starting a business or updating an existing document, we’ll help you understand what Articles of Incorporation are, how to amend them, and where to find sample templates.
What are Articles of Incorporation
In the Philippines, an Articles of Incorporation is a legal document filed with the Securities and Exchange Commission (SEC) to establish a corporation, as mandated by Republic Act No. 11232.
It outlines the corporation’s structure, purpose, and governance, serving as its legal foundation. The content varies by corporation type (stock, non-stock, or One-Person Corporation, etc.) but typically includes:
- Corporate Name: Must be unique as verified via the SEC’s online database. Also include “Inc.,” “Corporation,” or “Corp.” as a suffix.
- Purpose Clause: Describes the business’s primary and secondary activities.
- Principal Office Address: A specific location in the Philippines.
- Term of Existence: Usually perpetual unless specified otherwise.
- Capital Structure: For stock and One-Person corporations, details on authorized, subscribed, and paid-up capital.
- Incorporators and Directors: Stock corporations require 5–15 incorporators and directors; OPCs need only one stockholder (acting as president) and a corporate secretary.
- Nominee for OPCs: OPCs must designate a nominee and alternate nominee to manage the corporation if the stockholder becomes incapacitated.
Since the required details for Articles of Incorporation vary by corporation type and other factors, we strongly recommend working with a professional business registration service for expert guidance.
Writing an Articles of Incorporation
Creating Articles of Incorporation requires adherence to SEC guidelines. Here’s a summary of the process:
- Verify the Corporate Name: Use the SEC’s Company Name Verification System to ensure the name is unique and includes “Inc.,” “Corp.,” or “OPC.”
- Gather Required Details: For stock corporations, list 5–15 incorporators (at least 60% Filipino for domestic corporations) and directors. For OPCs, specify the single stockholder, a corporate secretary (not the stockholder), and nominees. Include the purpose clause and capital details.
- Use eSPARC or Templates: As noted earlier, you’re not limited to using premade templates for your Articles of Incorporation. You can now enter the required details into the SEC’s eSPARC online portal and download a generated copy of your Articles of Incorporation. Alternatively, download SEC-approved templates from their website.
- Prepare Supporting Documents: Include a Treasurer’s Affidavit (for stock corporations), bank certificate for paid-up capital, and barangay clearance for the office address.
- File with the SEC: Submit via eSPARC or in person at an SEC office, paying a filing fee (approximately PHP 2,000–PHP 10,000, depending on capital).
- Obtain a TIN: After SEC approval, apply for a Tax Identification Number from the Bureau of Internal Revenue.
Amending Articles of Incorporation
Businesses evolve, requiring updates to the Articles, such as changing the corporate name or increasing capital. Here’s how to amend:
- Review SEC Rules: Amendments typically require board and shareholder approval (two-thirds vote for stock/non-stock corporations).
- Draft the Amendment: Create an “Amended Articles of Incorporation,” specifying the revised article (e.g., new name or purpose clause).
You can find the Amendment forms on the SEC Official Website. Make sure to download the correct forms for your type of corporation and amendment.
- Secure Approvals: Hold a board meeting and a shareholders’ meeting to approve the amendment. Document the resolutions in meeting minutes.
- File with the SEC: Submit the amended document via eSPARC or in person. Pay the filing fee, which varies based on authorized capital.
- Update Records: Notify the BIR and other relevant agencies of significant changes to your Articles of Incorporation.
The process and requirements differ depending on the type of corporation. Consult with a business registration service to ensure proper filing.
Finding Sample Templates
Following a template can simplify drafting your Articles of Incorporation, but ensure they align with the Revised Corporation Code and SEC regulations. Here’s how to access templates:
- SEC’s eSPARC: As noted previously, you can input requirement details into the SEC’s eSPARC online portal to generate and download your Articles of Incorporation.
- SEC Website: Free templates for Articles of Incorporation are available for download.
Alternatively, a professional business registration service can provide personalized templates to suit your specific needs and assist in drafting the Articles of Incorporation.
Final Thoughts
Drafting and amending Articles of Incorporation in the Philippines requires careful attention to SEC requirements. Mistakes can result in registration delays or rejections. Carefully review the requirements of writing and amending an Articles of Incorporation for your type of corporation and don’t hesitate to consult and business registration service for expert guidance.
First Time Registering a Business? Here’s Where to Find Help
Registering a business in the Philippines can be a complex and challenging process. With numerous permits and licenses required by the government, it’s easy to miss a document or forget to renew it. Unfortunately, this can lead to costly fines or even force your operations to shut down.
Thankfully, the Business Registration Philippines team provides comprehensive support for your business registration, so you don’t have to stress over the paperwork.
We’ll handle the permits and renewals so you can focus on what matters most—running your business and achieving financial success.
Contact us today to schedule an initial consultation with one of our experts:
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