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The Articles of Incorporation is needed to form a corporation in the Philippines. This document is specifically designed for non-stock educational corporations. Non-stock educational corporations are those non-stock corporations involved in organized teaching. Non-stock corporations are corporations where no part of its earnings can be distributed to its members, trustees and its officers. Its profits, if any, can only be used to further the purpose for which it was organized.
If a stock corporation is going to be formed, an Articles of Incorporation for Stock Corporations should be used. If a non-stock corporation is going to be formed and the same will not be an educational corporation, then a general Articles of Incorporation for Non-Stock Corporation should be used.
Incorporators are the members mentioned in the Articles of Incorporation as originally forming or composing the corporation. They are the signatories of the Articles of Incorporation. A corporation may only have a maximum of fifteen (15) incorporators. However, for non-stock educational corporations, there must be at least five (5) incorporators. Incorporators may be natural persons, partnership, or an association or corporation .
Trustees of an educational corporation
Trustees exercise all the corporate powers and conduct the business of a non-stock corporation. They also hold and control all the properties of the corporation. They are elected from among the members of the corporation.
Non-stock educational corporations can only have 5, 10, or 15 trustees.
Trustees must be natural persons (another corporation cannot be a trustee) of legal age and must be members of the corporation.
Membership in a non-stock corporation and all rights arising from said membership is purely personal and cannot be transferred. Membership may only be terminated in the manner and for causes provided in the Articles of Incorporation and the By-laws. Unless otherwise provided in the Articles of Incorporation, termination of membership shall have the effect of extinguishing all rights of a member in the corporation or in its property.
Juridical entities, such as corporations, may be members of a non-stock corporation provided that there are duly-designated or authorized representatives of the juridical entity.
Contributed capital is the amount contributed to non-stock corporations. There is no minimum contributed capital however, in the case of foundations, the minimum contributed capital is one million (P1,000,000.00) pesos. In the case of foundations, the amount should be deposited in the bank in the name of the treasurer-in-trust and a bank certificate of deposit is required for registration. Foundations and non-stock corporations are both tax-exempt. The main difference between foundations and non-stock corporations are that donations to foundations are one hundred percent deductible by the tax payer from his taxable gross income while donations to non-stock corporations can only be deducted from the taxable net income by 10% for individual taxpayers and 5% for corporate taxpayers. Moreover, foundations can use no more than 30% of the donations for administration purposes. There is no such limit for non-stock corporations. Information on tax exemptions can be found in the National Internal Revenue Code of 1997.
No more than 40% of the incorporators, trustees, and members can be foreigners. Exceptions are made when the educational corporation is established:
How to use this document
This document can be used by incorporators when forming a non-stock educational corporation. This document compiles the information required by the Revised Corporation Code of the Philippines in forming a corporation in the Philippines. Take note that the Securities and Exchange Commission requires additional requirements for the primary registration of non-stock educational corporations such as a cover sheet, name verification slip, by laws, treasurer's certificate, and, if necessary, registration to, endorsement or clearances from other government agencies. It is important to check the requirements before filling up and filing this document.
In this document, the user will be asked for information on the corporation that will be incorporated. Once the document is completed, the incorporators and the treasurer must sign at least three (3) original copies of the document.
Finally, this document includes an acknowledgment that may be filled up if the information is available. The incorporators and treasurer must personally appear before the notary public and present proof of their identification to acknowledge their signatures on the document as their free and voluntary act and deed. The notary public will usually keep one (1) original copy of the document.
Once the document is notarized, the user may submit the document to the Securities and Exchange Commission, together with the other requirements, to register the corporation.
Articles of Incorporation are governed by the Revised Corporation Code of the Philippines. Batas Pambansa Blg. 232 is the primary law that governs educational institutions. However, other laws, their rules and regulations, and SEC rules may affect the conduct and transactions of the Corporation such as but not limited to the 1987 Constitution of the Philippines, the Securities Regulation Code, the Foreign Investment Act, the Republic Act 8179, specifically the Foreign Investment Negative List, the Anti-Money Laundering Act, and the Anti-Dummy Law may affect the ownership and board membership requirements of a corporation, depending on the business of the corporation.
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