Question 1

What are Articles of Incorporation in the Philippines?

Accepted Answer

Articles of Incorporation are the primary legal document that establishes a corporation in the Philippines under the Revised Corporation Code (Republic Act No. 11232). They outline the corporation's name, purpose, principal office, term, incorporators, and capital structure, serving as the foundation for corporate registration with the Securities and Exchange Commission (SEC).

Question 2

Why do I need Articles of Incorporation for my business in the Philippines?

Accepted Answer

Articles of Incorporation are essential for legally forming a corporation, providing limited liability protection to shareholders and enabling the business to operate as a separate legal entity. Without them, your business cannot be registered with the SEC, limiting access to banking, contracts, and other corporate benefits.

Question 3

What are the key requirements for drafting Articles of Incorporation in the Philippines?

Accepted Answer

Key requirements include the corporation's name (must be unique and SEC-approved), primary purpose, principal office address, duration (usually perpetual), details of incorporators (at least 5, all Filipino residents or entities), authorized capital stock, and subscriber information. All must comply with SEC guidelines to avoid rejection.

Question 4

How can AI help generate Articles of Incorporation for Philippine businesses?

Accepted Answer

AI tools streamline the process by using predefined templates and user inputs to draft customized Articles of Incorporation, ensuring compliance with Philippine laws like the Revised Corporation Code. This saves time and reduces errors, but documents should always be reviewed by a licensed attorney before SEC submission.

Question 5

What types of corporations can be formed using Articles of Incorporation in the Philippines?

Accepted Answer

Common types include domestic corporations (fully Filipino-owned), foreign-owned corporations (up to 100% ownership in allowed sectors), one-person corporations (for sole proprietors), non-stock/non-profit corporations, and close corporations. The articles must specify the type and purpose accordingly.

Question 6

How much does it cost to register Articles of Incorporation with the SEC in the Philippines?

Accepted Answer

SEC registration fees vary based on authorized capital: 1/5 of 1% of capital for the first PHP 2 million (minimum PHP 2,000), plus PHP 500 filing fee. Additional costs include legal fees, notarization (around PHP 500-1,000), and publication in a newspaper of general circulation (PHP 5,000-10,000). AI generation can minimize professional fees.

Question 7

What is the process for registering Articles of Incorporation in the Philippines?

Accepted Answer

The process involves: 1) Name reservation with SEC (valid for 30-90 days); 2) Drafting and notarizing the Articles; 3) Preparing bylaws and treasurer's affidavit; 4) Submitting to SEC with fees; 5) Publication of notice; 6) SEC approval and issuance of Certificate of Incorporation, typically within 3-5 working days for complete submissions.

Question 8

Can AI-generated Articles of Incorporation be used directly for SEC filing in the Philippines?

Accepted Answer

AI-generated drafts provide a strong starting point but must be reviewed and customized by a Philippine lawyer to ensure full compliance with SEC rules and specific business needs. Direct filing without review risks rejection or legal issues.

Question 9

What are common mistakes to avoid in Philippine Articles of Incorporation?

Accepted Answer

Avoid generic purposes that are too broad, incorrect name formats (must end with 'Inc.', 'Corp.', etc.), insufficient capital for the business type, omitting incorporator details, or failing to specify liability limits. Always verify name availability to prevent delays.

Question 10

How long does it take for AI to generate Articles of Incorporation for a Philippine corporation?

Accepted Answer

AI generation typically takes minutes to hours, depending on input complexity. Users provide details like name, purpose, and capital, and the tool outputs a draft instantly, allowing quick iterations before legal review.

Question 11

Are there any updates to the rules for Articles of Incorporation in the Philippines?

Accepted Answer

Yes, the Revised Corporation Code (2019) introduced changes like allowing one-person corporations, perpetual existence by default, and simplified incorporation. Ensure your AI tool is updated with these provisions for accurate generation.

Question 12

Can non-residents use AI to generate Articles of Incorporation for a Philippine business?

Accepted Answer

Non-residents can use AI tools to draft documents, but incorporation requires at least one Filipino resident incorporator or compliance with foreign investment laws (e.g., via the Negative List). Professional legal advice is crucial for foreign ownership restrictions.

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