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As to Principal Office:- Section 14 [3] - The place where the principal office of the corporation is to be

located, which mst be within the Philippines!

As to "orporate Term- Sec# 11# "orporate term# - A corporation shall e$ist for a period not e$ceedin% fift&

'()* &ears from the date of incorporation nless sooner dissol+ed or nless saidperiod is e$tended# The corporate term as ori%inall& stated in the articles ofincorporation ma& be e$tended for periods not e$ceedin% fift& '()* &ears in an&sin%le instance b& an amendment of the articles of incorporation, in accordance withthis "ode! Pro+ided, That no e$tension can be made earlier than fi+e '(* &ears priorto the ori%inal or sbseent e$pir& date's* nless there are stifiable reasons for anearlier e$tension as ma& be determined b& the Secrities and .$chan%e"ommission#

As to nmber and residenc& of /ncorporators- Sec# 1)# 0mber and alifications of incorporators# - An& nmber of natral persons

not less than fi+e '(* bt not more than fifteen '1(*, all of le%al a%e and a maorit& of

whom are residents of the Philippines, ma& form a pri+ate corporation for an& lawflprpose or prposes# .ach of the incorporators of stoc corporation mst own or bea sbscriber to at least one '1* share of the capital stoc of the corporation#

As to minimm capitali2ation:- Sec# 1# inimm capital stoc reired of stoc corporations# - Stoc corporations

incorporated nder this "ode shall not be reired to ha+e an& minimm athori2edcapital stoc e$cept as otherwise specificall& pro+ided for b& special law, and sbectto the pro+isions of the followin% section#

As to sbscription and paid-p reirements:- Sec# 13# Amont of capital stoc to be sbscribed and paid for the prposes of

incorporation# - At least twent&-fi+e percent '(5* of the athori2ed capital stoc asstated in the articles of incorporation mst be sbscribed at the time of incorporation,and at least twent&-fi+e '(5* per cent of the total sbscription mst be paid ponsbscription, the balance to be pa&able on a date or dates fi$ed in the contract ofsbscription withot need of call, or in the absence of a fi$ed date or dates, pon callfor pa&ment b& the board of directors: Pro+ided, howe+er, That in no case shall thepaid-p capital be less than fi+e Thosand 'P(,)))#))* pesos#

6ronds for 7isappro+al- Sec# 18# 6ronds when articles of incorporation or amendment ma& be reected or

disappro+ed# - The Secrities and .$chan%e "ommission ma& reect the articles ofincorporation or disappro+e an& amendment thereto if the same is not in compliance

with the reirements of this "ode: Pro+ided, That the "ommission shall %i+e theincorporators a reasonable time within which to correct or modif& the obectionableportions of the articles or amendment# The followin% are %ronds for sch reection ordisappro+al:

1# That the articles of incorporation or an& amendment thereto is notsbstantiall& in accordance with the form prescribed herein!

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# That the prpose or prposes of the corporation are patentl&nconstittional, ille%al, immoral, or contrar& to %o+ernment rles andre%lations!

3# That the Treasrer9s Affida+it concernin% the amont of capital stocsbscribed andor paid if false!

-4# That the percenta%e of ownership of the capital stoc to be owned b&

citi2ens of the Philippines has not been complied with as reired b& e$istin%laws or the "onstittion#

0o articles of incorporation or amendment to articles of incorporation of bans,banin% and asi-banin% instittions, bildin% and loan associations, trstcompanies and other financial intermediaries, insrance companies, pblic tilities,edcational instittions, and other corporations %o+erned b& special laws shall beaccepted or appro+ed b& the "ommission nless accompanied b& a fa+orablerecommendation of the appropriate %o+ernment a%enc& to the effect that scharticles or amendment is in accordance with law#

"ommencement of "orporate .$istence:- Sec# 1;# "ommencement of corporate e$istence# - A pri+ate corporation formed or

or%ani2ed nder this "ode commences to ha+e corporate e$istence and ridicalpersonalit& and is deemed incorporated from the date the Secrities and .$chan%e"ommission isses a certificate of incorporation nder its official seal! and thereponthe incorporators, stocholdersmembers and their sccessors shall constitte abod& politic and corporate nder the name stated in the articles of incorporation forthe period of time mentioned therein, nless said period is e$tended or thecorporation is sooner dissol+ed in accordance with law#

# Adoption of b&-laws# - .+er& corporation formed nder this "odemst, within one '1* month after receipt of official notice of the issance ofits certificate of incorporation b& the Secrities and .$chan%e"ommission, adopt a code of b&-laws for its %o+ernment not inconsistent

with this "ode# ?or the adoption of b&-laws b& the corporation theaffirmati+e +ote of the stocholders representin% at least a maorit& of theotstandin% capital stoc, or of at least a maorit& of the members in caseof non-stoc corporations, shall be necessar The b&-laws shall besi%ned b& the stocholders or members +otin% for them and shall be eptin the principal office of the corporation, sbect to the inspection of thestocholders or members drin% office hors# A cop& thereof, dl&

certified to b& a maorit& of the directors or trstees contersi%ned b& thesecretar& of the corporation, shall be filed with the Secrities and.$chan%e "ommission which shall be attached to the ori%inal articles ofincorporation#

0otwithstandin% the pro+isions of the precedin% para%raph, b&-laws ma&be adopted and filed prior to incorporation! in sch case, sch b&-lawsshall be appro+ed and si%ned b& all the incorporators and sbmitted to

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the Secrities and .$chan%e "ommission, to%ether with the articles ofincorporation#

/n all cases, b&-laws shall be effecti+e onl& pon the issance b& theSecrities and .$chan%e "ommission of a certification that the b&-lawsare not inconsistent with this "ode#

The Secrities and .$chan%e "ommission shall not accept for filin% theb&-laws or an& amendment thereto of an& ban, banin% instittion,bildin% and loan association, trst compan&, insrance compan&, pblictilit&, edcational instittion or other special corporations %o+erned b&special laws, nless accompanied b& a certificate of the appropriate%o+ernment a%enc& to the effect that sch b&-laws or amendments are inaccordance with law# ')a*

b# "ontentsSec# 48# "ontents of b&-laws# - Sbect to the pro+isions of the"onstittion, this "ode, other special laws, and the articles of

incorporation, a pri+ate corporation ma& pro+ide in its b&-laws for:

1# The time, place and manner of callin% and condctin% re%lar orspecial meetin%s of the directors or trstees!

# The time and manner of callin% and condctin% re%lar or specialmeetin%s of the stocholders or members!

3# The reired orm in meetin%s of stocholders or members and themanner of +otin% therein!

4# The form for pro$ies of stocholders and members and the manner of+otin% them!

(# The alifications, dties and compensation of directors or trstees,officers and emplo&ees!

># The time for holdin% the annal election of directors of trstees andthe mode or manner of %i+in% notice thereof!

8# The manner of election or appointment and the term of office of all

officers other than directors or trstees!

@# The penalties for +iolation of the b&-laws!

;# /n the case of stoc corporations, the manner of issin% stoccertificates! and

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1)# Sch other matters as ma& be necessar& for the proper or con+enienttransaction of its corporate bsiness and affairs# '1a*

c# AmendmentsSec# 4@# Amendments to b&-laws# - The board of directors or trstees, b&a maorit& +ote thereof, and the owners of at least a maorit& of the

otstandin% capital stoc, or at least a maorit& of the members of a non-stoc corporation, at a re%lar or special meetin% dl& called for theprpose, ma& amend or repeal an& b&-laws or adopt new b&-laws# Theowners of two-thirds '3* of the otstandin% capital stoc or two-thirds'3* of the members in a non-stoc corporation ma& dele%ate to theboard of directors or trstees the power to amend or repeal an& b&-lawsor adopt new b&-laws: Pro+ided, That an& power dele%ated to the boardof directors or trstees to amend or repeal an& b&-laws or adopt new b&-laws shall be considered as re+oed whene+er stocholders ownin% orrepresentin% a maorit& of the otstandin% capital stoc or a maorit& ofthe members in non-stoc corporations, shall so +ote at a re%lar orspecial meetin%#

hene+er an& amendment or new b&-laws are adopted, schamendment or new b&-laws shall be attached to the ori%inal b&-laws inthe office of the corporation, and a cop& thereof, dl& certified nder oathb& the corporate secretar& and a maorit& of the directors or trstees, shallbe filed with the Secrities and .$chan%e "ommission the same to beattached to the ori%inal articles of incorporation and ori%inal b&-laws#

The amended or new b&-laws shall onl& be effecti+e pon the issance b&the Secrities and .$chan%e "ommission of a certification that the sameare not inconsistent with this "ode# 'a and 3a*

7e facto:Sec# )# 7e facto corporations# - The de incorporation of an& corporationclaimin% in %ood faith to be a corporation nder this "ode, and its ri%ht toe$ercise corporate powers, shall not be inired into collaterall& in an&pri+ate sit to which sch corporation ma& be a part Sch inir& ma&be made b& the Solicitor 6eneral in a o warranto proceedin%#

"orporation b& .stoppel:Sec# 1# "orporation b& estoppel# - All persons who assme to act as acorporation nowin% it to be withot athorit& to do so shall be liable as%eneral partners for all debts, liabilities and dama%es incrred or arisin%as a reslt thereof: Pro+ided, howe+er, That when an& sch ostensible

corporation is sed on an& transaction entered b& it as a corporation or onan& tort committed b& it as sch, it shall not be allowed to se as adefense its lac of corporate personalit

On who assmes an obli%ation to an ostensible corporation as sch,cannot resist performance thereof on the %rond that there was in fact nocorporation#

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