Articles of Incorporation (Philippines)

An Articles of Incorporation in the Philippines governs the relationship it concerns, fixing the parties' respective duties and the terms on which they deal.

Under RA 11232, Section 13, the Articles of Incorporation must state: the corporate name; the specific purpose or purposes for which the corporation is incorporated; the principal office address, which must be a physical address within the Philippines (not a P.O. box); the term of existence (perpetual, unless a fixed term is chosen — RA 11232 introduced perpetual corporate existence as the default); the names, nationalities, and residences of the incorporators; the number of directors (minimum of 2, maximum of 15 for stock corporations — but for corporations with more than 20 stockholders, at least 2 independent directors are required); the names, nationalities, and residences of the persons who will act as directors until the first regular directors are elected; and the authorized capital stock, number of shares, and par value per share. RA 11232 also allows no-par value shares.

Philippine nationality requirements under the Foreign Investment Act (RA 7042), the Anti-Dummy Law (Commonwealth Act 108), and the Philippine Constitution restrict foreign equity participation in certain sectors of the economy — including mass media (0% foreign), education (40% foreign), advertising (30% foreign), and retail trade (up to 100% for companies with paid-up capital of at least USD 2,500,000). Articles of Incorporation must reflect compliant ownership structures for the specific business activity.

SEC registration is completed through the eSPARC (electronic Simplified Processing of Application for Registration of Company) system at esparc.sec.gov.ph. Upon SEC approval, the corporation receives a Certificate of Incorporation — the legal proof of the corporation's existence as a juridical person separate from its stockholders under Civil Code Article 44.

The legal framework governing the Articles of Incorporation (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 (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.

Articles of Incorporation Philippines are needed whenever two or more persons (or a single person for an OPC) want to establish a corporation with perpetual existence and limited liability separate from the stockholders.

New business ventures requiring limited liability: Entrepreneurs starting businesses in Metro Manila, Cebu, or Davao who want to separate personal assets from business liabilities incorporate under RA 11232 — the corporation's limited liability feature protects stockholders' personal assets from corporate debts, unlike a sole proprietorship registered with the DTI.

Foreign investment structuring: Foreign investors entering the Philippine market — particularly in retail trade (qualifying companies under RA 11595, the Retail Trade Liberalization Act Amendment), IT-BPO, and export-oriented manufacturing — incorporate Philippine corporations through SEC to access tax incentives from the Board of Investments (BOI), PEZA (Philippine Economic Zone Authority), or Clark Development Corporation.

Professional service corporations: Licensed professionals — doctors, engineers, architects, accountants — who want to offer services through a corporate entity (a Professional Corporation under RA 11232 Section 3) file Articles of Incorporation with the SEC, subject to the requirement that only licensed professionals may be incorporators and directors in professional corporations.

Raising equity capital: Businesses that intend to raise capital from multiple investors — angel investors, venture capital firms, or crowdfunding under the Crowdfunding Rules of the SEC — must be incorporated as stock corporations, as unincorporated entities cannot issue shares of stock.

Government contract requirements: Many government agencies, banks, and large corporations require their suppliers and contractors to be SEC-registered corporations (not sole proprietors or general partnerships) as a condition for contract eligibility and credit facilities.

Parties in Philippines should prepare a Articles of Incorporation (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.

Valid Philippines Articles of Incorporation under RA 11232 must include the following mandatory provisions.

Corporate Name: The proposed corporate name, which must not be identical or deceptively similar to any existing SEC-registered company name, must not be misleading, and must include an appropriate suffix (Inc., Incorporated, Corp., or Corporation). Foreign-adopted names must comply with RA 11232 Section 17 requirements.

Purpose Clause: The specific primary purpose(s) of the corporation — general provisions that allow 'any lawful business' are not accepted by the SEC. The purpose must be lawful, specific, and consistent with applicable sector regulations (Foreign Investment Negative List under EO 175, series of 2022).

Principal Office: Complete physical address in the Philippines — including street, barangay, city/municipality, and province. P.O. boxes are not accepted.

Term of Existence: Perpetual existence (default under RA 11232) or a specific number of years.

Capitalization: Authorized capital stock in PHP, number of shares, and par value per share (or statement that shares are without par value). At least 25% of the authorized capital stock must be subscribed, and at least 25% of the subscribed capital must be paid up at incorporation — except for specific industries with higher minimum paid-up capital requirements.

Incorporators: Full names, nationalities, and addresses of all incorporators (minimum 2 for stock corporations, maximum 15 except in specific cases). Each incorporator must subscribe to at least one share.

Directors: Names, nationalities, and addresses of the first set of directors to serve until the first stockholders meeting. At least a majority of the directors must be residents of the Philippines.

Treasurer's Affidavit: A sworn statement by the Treasurer-in-Trust certifying that at least 25% of the authorized capital stock is subscribed and at least 25% of the subscribed capital is paid up.

Additional compliance elements for a Articles of Incorporation (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.