What Are Articles of Incorporation? Key Contents and Filing in the Philippines

Articles of Incorporation are the foundational legal document filed with the Securities and Exchange Commission (SEC) to establish a private corporation in the Philippines. Under the Revised Corporation Code (RA 11232), the Articles of Incorporation define the corporation’s basic identity, purpose, structure, and governance framework.

Required Contents

Section 14 of the Revised Corporation Code specifies that Articles of Incorporation must contain:

1. Corporation name – Must be distinguishable from existing registered names
2. Specific purpose(s) – The business activities the corporation will engage in
3. Principal office address – In the Philippines
4. Term of existence – Perpetual by default (unless a specific term is stated)
5. Names, nationalities, and addresses of incorporators – At least 1 (for One Person Corporations) or more
6. Number of directors or trustees – Between 5 and 15 for regular corporations; 1 for OPCs
7. Names and addresses of initial directors – Who will serve until the first regular election
8. Authorized capital stock – For stock corporations: total shares, par value, and subscribed/paid-up capital
9. Other matters – Required by special laws or as the incorporators deem necessary

Filing and Notarization Requirements

The Articles of Incorporation must be:

1. Signed by all incorporators
2. Notarized – The Articles require an acknowledgment before a notary public
3. Filed with the SEC along with required supporting documents
4. Approved by the SEC – Registration is completed upon issuance of the Certificate of Incorporation

Traditional Filing Process

The traditional process involved:

• Drafting the Articles
• Printing multiple copies
• All incorporators physically signing each copy
• A notary public notarizing the signed copies
• Hand-delivering or mailing the filed copies to the SEC
• Waiting for SEC processing and approval

Electronic Filing (eAmend) and E-Notarization

The Revised Corporation Code mandates that the SEC develop an electronic filing and monitoring system. This enables eAmend – electronic filing of amendments to the Articles of Incorporation.

With e-notarization now available under A.M. No. 24-10-14-SC:

1. Articles or amendments can be drafted electronically
2. Incorporators or directors can sign with electronic signatures
3. The document can be e-notarized through an accredited ENF
4. The e-notarized document can be filed electronically with the SEC

This eliminates the coordination challenge of gathering all incorporators’ physical signatures and visiting a notary office.

Amendments to the Articles

Corporations often need to amend their Articles of Incorporation to:

• Change the corporate name
• Change the principal office address
• Extend or shorten the corporate term
• Increase or decrease authorized capital stock
• Change the corporate purpose
• Increase the number of directors

Amendments require:

• Approval by a majority of the board of directors
• Approval by stockholders representing at least 2/3 of the outstanding capital stock
• A secretary’s certificate certifying the approval
• Notarization of the amended Articles
• Filing with the SEC (eAmend)

The corporate secretary plays a central role in managing this process and ensuring timely, compliant filing.

Related Terms

• Revised Corporation Code (RA 11232)
• Corporate Secretary
• Board Resolution
• Secretary’s Certificate
• E-Notarization

NotarialOS supports the full Articles of Incorporation workflow – from e-signatures on amendments to e-notarization and electronic SEC filing (eAmend) – in a single platform.