Articles of Incorporation – Non-Stock Corporation (Philippines)
ARTICLES OF INCORPORATION
(Non-Stock, Non-Profit Corporation)
Revised Corporation Code of the Philippines (RA 11232), Sections 86–94 | Securities and Exchange Commission (SEC)
The undersigned incorporators, all of legal age and a majority of whom are residents of the Philippines, hereby voluntarily associate themselves for the purpose of forming a non-stock corporation under the laws of the Republic of the Philippines, and hereby certify:
ARTICLE I — NAME
The name of the corporation is: [Corporate Name]
Type of Non-Stock Corporation: [Corporate Type]
ARTICLE II — PURPOSE
PRIMARY PURPOSE: [Primary Purpose]
SECONDARY PURPOSE(S): [Secondary Purpose]
No part of the net income of the Corporation shall inure to the benefit of any of its members, trustees, officers, or any private individual, in accordance with Section 86, RA 11232.
ARTICLE III — PRINCIPAL OFFICE
The principal office of the Corporation is located at: [Principal Office], Philippines.
ARTICLE IV — TERM OF EXISTENCE
The Corporation shall have [Term] existence from the date of issuance of the Certificate of Incorporation by the Securities and Exchange Commission (SEC).
ARTICLE V — INCORPORATORS
The names, nationalities, and residences of the incorporators are:
1. [Incorporator 1 Name], [Incorporator 1 Nationality], of [Incorporator 1 Address]
2. [Incorporator 2 Name], [Incorporator 2 Nationality], of [Incorporator 2 Address]
3. [Incorporator 3 Name], [Incorporator 3 Nationality], of [Incorporator 3 Address]
4. [Incorporator 4 Name], of [Incorporator 4 Address]
5. [Incorporator 5 Name], of [Incorporator 5 Address]
ARTICLE VI — BOARD OF TRUSTEES
The number of trustees of the Corporation shall be [Number of Trustees]. The names, nationalities, and residences of the persons who are to act as trustees until the first regular trustees are duly elected and qualified are the same as the incorporators listed above.
ARTICLE VII — MEMBERSHIP
[Membership Classes]
Annual Membership Fee: [Membership Fee]
ARTICLE VIII — DISTRIBUTION OF ASSETS UPON DISSOLUTION
Upon dissolution of the Corporation, and after paying or making provision for the payment of all its liabilities, all remaining assets shall be distributed to one or more non-stock non-profit organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes, as determined by the Board of Trustees, in accordance with Section 93, RA 11232.
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation this [Date] at [Principal Office], Philippines.
NOTE: These Articles of Incorporation must be filed with the Securities and Exchange Commission (SEC) via the eSPARC system at esparc.sec.gov.ph. After incorporation: (1) Obtain BIR Certificate of Registration (Form 1903) and apply for tax-exempt status (BIR Revenue Regulation No. 13-98); (2) Obtain Mayor's Permit; (3) File Corporate By-Laws with SEC within 30 days (RA 11232 Section 45); (4) For foundations seeking tax exemption on donations, register with the Philippine Council for NGO Certification (PCNC) or obtain SEC Certificate of Registration as a donee institution.
Incorporator 1
________________
Signature
Incorporator 2
________________
Signature
Incorporator 3
________________
Signature
Incorporator 4
________________
Signature
Incorporator 5
________________
Signature
What Is a Articles of Incorporation – Non-Stock Corporation (Philippines)?
An Articles of Incorporation – Non-Stock Corporation in the Philippines documents the agreed terms between the parties and creates a written record that can be relied on if a dispute arises.
Under RA 11232, Section 86, non-stock corporations may be formed for charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic service, or similar purposes — such as trade, industry, agricultural, and like chambers — or any combination thereof. The Articles of Incorporation of a non-stock corporation must comply with Sections 13 and 87 of RA 11232, stating: the corporate name; specific purpose(s); principal office address; term of existence (perpetual by default); names, nationalities, and residences of the trustees (non-stock corporations are governed by a Board of Trustees, not a Board of Directors); and provisions for distribution of assets upon dissolution — which must be to another non-profit organization or to the government.
Philippine non-stock corporations frequently seek special status with the Bureau of Internal Revenue (BIR) as a tax-exempt organization under Section 30 of the National Internal Revenue Code (NIRC) — exempting them from income tax on income received in pursuance of the corporation's purpose. However, since the passage of the TRAIN Law (RA 10963), non-stock non-profit entities that generate unrelated business income are subject to income tax on such income. BIR tax exemption is applied for separately from SEC registration through a BIR application for tax-exempt ruling.
Foundations registered with the SEC must also comply with the Anti-Money Laundering Act (AMLA, RA 9160 as amended) regulations — foundations are identified as designated non-financial businesses and professions (DNFBPs) under the AMLC (Anti-Money Laundering Council) framework and must maintain proper records of donations and beneficiaries.
The legal framework governing the Articles of Incorporation – Non-Stock Corporation (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Articles of Incorporation – Non-Stock Corporation (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Revised Corporation Code (RA 11232, 2019) sets the foundational requirements.
When Do You Need a Articles of Incorporation – Non-Stock Corporation (Philippines)?
Articles of Incorporation for a Non-Stock Corporation Philippines are needed when a group of persons wants to establish a formal non-profit organization with legal personality.
Foundations and charitable organizations: Philanthropists and companies establishing corporate social responsibility (CSR) foundations in the Philippines — such as educational scholarships, community development, or health charity programs — register non-stock corporations with the SEC to receive donations, enter into contracts, and hold property in the organization's name. Many foundations apply for BIR tax-exempt status under NIRC Section 30(G).
Professional organizations and associations: Associations of professionals — the Philippine Bar Association (PBA), Philippine Medical Association (PMA), Integrated Bar of the Philippines (IBP) chapters, and provincial/city chambers of commerce and industry — are non-stock corporations registered with the SEC. New professional associations or trade groups incorporate under RA 11232 to represent members' interests, publish standards, and hold industry events.
Religious organizations: Religious organizations, dioceses, parishes, and religious congregations that want corporate legal personality to own property, enter into contracts, and receive donations register as non-stock corporations under RA 11232 Title XI.
Alumni associations and clubs: University alumni associations, civic clubs (Rotary, Lions, Kiwanis), and homeowners associations (though HOAs are also governed by RA 9904) incorporate as non-stock corporations to hold funds, lease event venues, and operate formally.
Advocacy and civil society organizations: NGOs focused on environmental advocacy, human rights, gender equality, and community empowerment register as non-stock corporations to qualify for donor funding from international organizations such as the United Nations Development Programme (UNDP), Asian Development Bank (ADB), and bilateral aid agencies.
Parties in Philippines should prepare a Articles of Incorporation – Non-Stock Corporation (Philippines) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Articles of Incorporation – Non-Stock Corporation (Philippines)
Valid Philippines Articles of Incorporation for a Non-Stock Corporation under RA 11232 must include the following mandatory provisions.
Corporate Name: The proposed name with an appropriate suffix (Association, Foundation, Institute, Council, or similar) indicating its non-stock nature. The SEC screens names for similarity to existing registrations.
Purpose Clause: Specific non-profit purposes — charitable, religious, educational, cultural, professional, scientific, civic service, or a combination. The purposes must be lawful and the non-distributive constraint (no dividends to members or trustees) must be clear.
Principal Office: Complete physical address in the Philippines — street, barangay, city/municipality, province.
Term of Existence: Perpetual (default under RA 11232) or a fixed term.
Trustees: Full names, nationalities, and addresses of the incorporators who shall serve as the first set of trustees — minimum five (5) trustees for non-stock corporations under RA 11232 Section 91. At least a majority must be Philippine residents. Trustees serve for staggered three-year terms.
Membership: Whether the corporation will have members and the classes of membership. Non-stock corporations may have members with voting rights (Title XI) or operate without members under a self-perpetuating board of trustees.
Non-Distribution Constraint: Express declaration that no part of the net income or assets will inure to the benefit of any individual member, trustee, or officer.
Dissolution and Asset Distribution: Provision stating that upon dissolution, assets remaining after payment of debts shall be transferred to another non-profit organization with similar purposes, or to the Philippine government, as required under RA 11232 Section 94 and BIR tax-exemption conditions.
Additional compliance elements for a Articles of Incorporation – Non-Stock Corporation (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation. For Philippine foundations, advocacy organizations, professional associations, and religious bodies, the Articles of Incorporation is the foundational legal instrument that brings the non-stock corporation into existence as a juridical entity under the Revised Corporation Code (RA 11232) and the Securities and Exchange Commission (SEC). The forms-legal.com template provides a compliant starting point for Philippine non-stock corporation registration.
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}Frequently Asked Questions
Under the Revised Corporation Code (RA 11232), the key distinction between a stock corporation and a non-stock corporation in the Philippines lies in share capital and profit distribution. A stock corporation has authorized capital stock divided into shares, and its income may be distributed as dividends to stockholders. It is primarily organized for profit-generating business activities. A non-stock corporation, by contrast, does not issue shares and distributes no dividends — its net income and assets must be used exclusively for the corporation's stated non-profit purposes (charitable, religious, educational, civic service, etc.). Members of a non-stock corporation hold membership rights but not equity interests. Upon dissolution, a non-stock corporation's remaining assets (after debts) must be transferred to another qualifying non-profit organization or to the government — not to the members or trustees. Tax treatment also differs: qualifying non-stock corporations may apply for income tax exemption with the BIR under NIRC Section 30, while stock corporations are generally subject to the 25% corporate income tax under the CREATE Act (RA 11534).
Under the Revised Corporation Code (RA 11232), Section 91, a non-stock corporation in the Philippines must have a Board of Trustees composed of at least five (5) trustees. There is no statutory maximum, but the number must be stated in the Articles of Incorporation and By-Laws. Trustees must be elected from among the members of the corporation. RA 11232 introduced staggered terms for trustees: in non-stock corporations, trustees hold office for three years, with terms staggered so that approximately one-third of the board is elected annually (unless the number of trustees is not divisible by three). At least a majority of the trustees must be residents of the Philippines at the time of their election. If a trustee ceases to be a member of the corporation, they also cease to be a trustee. The Board of Trustees has the power to manage the affairs of the corporation and may delegate day-to-day management to officers under the By-Laws.
A Articles of Incorporation – Non-Stock Corporation (Philippines) does not legally require a lawyer in Philippines, and individuals and businesses may draft and execute the document independently. The Revised Corporation Code (RA 11232, 2019) does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Philippines lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of the Philippines has jurisdiction over disputes arising from this type of document, and Securities and Exchange Commission (SEC Philippines) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
Dissolution of a non-stock corporation in the Philippines is governed by Title XIV of the Revised Corporation Code (RA 11232), Sections 134 to 146. Voluntary dissolution requires a vote of the Board of Trustees and ratification by at least two-thirds of the members at a meeting called for that purpose. The Board files a Verified Petition for Dissolution with the Securities and Exchange Commission (SEC), together with the members' resolution, financial statements, and proof that all creditors have been notified. The SEC publishes notice of the dissolution proceeding. Upon SEC approval, the corporation enters the winding-up period — not exceeding three years — during which it may continue operations only for the purpose of settling obligations, collecting assets, and distributing remaining assets. Under RA 11232 Section 94, upon dissolution the remaining assets of a non-stock corporation must be distributed to another non-profit organization with similar purposes or to the Philippine government — they cannot be distributed to members or trustees. This is the non-distribution constraint that defines a non-stock corporation's character. For foundations with BIR tax-exempt status, the Bureau of Internal Revenue (BIR) must be notified of the dissolution for purposes of cancelling the tax-exempt certificate and processing the final income tax return. The Department of Labor and Employment (DOLE) must also be notified if the corporation had employees, triggering authorized-cause separation pay obligations under Articles 298-299 of the Labor Code (PD 442).
Yes, within defined limits. Under Section 30 of the National Internal Revenue Code (NIRC, RA 8424), non-stock non-profit corporations organized and operated exclusively for religious, charitable, scientific, athletic, cultural, or educational purposes may be granted income tax exemption by the Bureau of Internal Revenue (BIR) on income received in pursuance of those exempt purposes. However, the TRAIN Law (RA 10963, effective January 1, 2018) introduced a significant qualification: if a non-stock non-profit corporation derives income from activities unrelated to its exempt purpose — such as renting out space, selling merchandise, or providing fee-based services to non-members — that unrelated business income is subject to regular corporate income tax under the CREATE Act (RA 11534) at 25%. The BIR issues a tax-exempt ruling upon application, which must be renewed and can be revoked if the organization's activities deviate from its stated exempt purposes. Non-stock corporations applying for BIR tax-exempt status must submit the SEC Certificate of Incorporation, Articles of Incorporation, By-Laws, audited financial statements, and a sworn certification that no part of net income inures to any private individual. The SEC's eSPARC online registration system now allows simultaneous filing of Articles of Incorporation and By-Laws, streamlining the registration process for new non-stock organizations.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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