# 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)](/blog/glossary/revised-corporation-code/), the Articles of Incorporation define the corporation's basic identity, purpose, structure, and governance framework.

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## 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](/blog/glossary/e-notarization/) now available under [A.M. No. 24-10-14-SC](/blog/glossary/am-no-24-10-14-sc/):

1. Articles or amendments can be drafted electronically
2. Incorporators or directors can sign with [electronic signatures](/blog/glossary/electronic-signature/)
3. The document can be [e-notarized](/blog/glossary/e-notarization/) through an accredited [ENF](/blog/glossary/electronic-notarization-facility/)
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](/blog/glossary/secretarys-certificate/) certifying the approval
- Notarization of the amended Articles
- Filing with the SEC (eAmend)

The [corporate secretary](/blog/glossary/corporate-secretary/) plays a central role in managing this process and ensuring timely, compliant filing.

## Related Terms

- [Revised Corporation Code (RA 11232)](/blog/glossary/revised-corporation-code/)
- [Corporate Secretary](/blog/glossary/corporate-secretary/)
- [Board Resolution](/blog/glossary/board-resolution/)
- [Secretary's Certificate](/blog/glossary/secretarys-certificate/)
- [E-Notarization](/blog/glossary/e-notarization/)

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[NotarialOS](https://notarialos.com) supports the full Articles of Incorporation workflow -- from e-signatures on amendments to e-notarization and electronic SEC filing (eAmend) -- in a single platform.