ARTICLES OF INCORPORATION OF ________________________________________
K NOW NOW ALL MEN BY THESE PRESENTS: The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY: FIRST: That the name of said corporation shall be “__________________________________________________________________________”. SECOND: That the purposes for which said corporation is formed are: PRIMARY PURPOSE To acquire by purchase, lease or otherwise, buildings, improvements, condominiums, lands, interests in lands; to own, hold, improve, sell, lease, develop and manage any real estate so acquired; to erect, construct, alter or cause to be erected on any lands owned, held or occupied, buildings and other other struct structur ures es with with their their appu appurte rtena nance nces; s; to rebu rebuild ild,, enlarg enlarge, e, alter alter or improve any building or buildings and structures now or may hereafter be erected on any land so owned, held, occupied or held by the corporation; and to carry on the business of buying, selling or otherwise dealing in real estate, engaging in real estate subdivision business. SECONDARY PURPOSES 1. To engage engage in and conduct conduct the business business of general general constructi construction on such such as but but not not limit limited ed to buil buildin ding g of condo condomin miniu ium m units units,, town townho house uses, s, indu indust stri rial al and and comm commer erci cial al cent center ers, s, offi office ce and and comm commer erci cial al buil buildi ding ngs, s, factories, waterworks, roads, highways, power plants, dams, ports, canals and all kinds of civil, electrical, mechanical, and similar and miscellaneous works; 2. To manufacture, fabricate, service, import, export, purchase, sell or otherwise deal in goods and wares of all kinds and descriptions, descriptions, which are the lawful objects of commerce, particularly but not limited to construction materi materials als,, plumb plumbing ing,, hard hardwar ware, e, electr electrica icall and and mech mechani anical cal supp supplie lies s and and apparata, industrial, agricultural and commercial equipment and accessories, and other similar or allied products; 3. To buy or otherwise acquire tracts or parcels of land, improve and develop them for residential, industrial, commercial or agricultural purposes; 4. To carry carry on a gener general al mercan mercantil tile e and and commer commercia ciall busin busines ess s of buying, buying, selling, selling, trading, importing, exporting, indenting, or otherwise otherwise dealing in any lawful goods, wares, merchandise, and commodities of all kinds, on wholesale or retail;
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5. To engage in planting, cultivation, raising, and production of all kinds of cattle, swine, poultry, and all other animals suited for human consumption, and to acquire, own, manage and operate agricultural lands or such other properties, real or personal, as the corporation may acquire in furtherance of its above business of farming and animal husbandry; 6. To invest, purchase or otherwise acquire, own, hold, pledge, mortgage, assign, sell or otherwise dispose of all kinds of securities, such as shares in transportation, manufacturing, industrial, agricultural and other mercantile enterprises as well as bonds, debentures, and certificate of interest and other forms of securities; to provide assistance by way of subsidy, guaranty or otherwise, of any person, firm, partnership, corporation, syndicate or entity; domestic or foreign, engaged in lawful commercial or industrial activity; 7. To engage in any manufacturing enterprises using raw materials obtainable locally or from foreign countries and to acquire, construct, erect, lease and operate plants, factory sites, and the machinery and equipment required for the conduct of such manufacturing operations; except in the manufacture of food, drugs and cosmetics; 8. To undertake the management and operation of business, industry, or enterprise or portion thereof, of any other person, partnership, corporation or association and to purchase, acquire, and take over, all or part of rights, assets, business, and property of any person, partnership, corporation, or association, and in connection therewith to undertake and assume the liabilities of such persons, partnership, corporation, or association, whose rights, assets, business or property may be purchased, acquired, or taken over; in no case, however, shall the corporation manage the funds, securities, portfolio and similar assets of such managed entities; 9. To borrow or loan money, and to make and issue or accept notes, bonds, securities, and other evidences of indebtedness of all kinds, and to secure the same by mortgage, pledge or otherwise; 10. Generally, to perform all and everything necessary and proper for the attainment of the purposes, or the furtherance of any of the powers set forth, either alone or in association with other corporations, partnerships, associations, or individuals, within the limits prescribed by law. THIRD: That the place where the principal office of the corporation is to be located or established in No. 11 Bulletin Street, West Triangle, Quezon City, Philippines, and that branches of said office may be established at any or some other places in the Philippines should the exigencies of the business so require. FOURTH: That the term for which said corporation is to exist is fifty (50) years from and after the date of issuance of certificate of incorporation. FIFTH: That the names, incorporators are as follows: Names
nationalities, Nationality
and
residence
of
Residence
the
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Amado A. Castro ________________________
Filipino
Patria A. Castro – Beltran ________________________ Ida Genevieve B. Lucila ________________________
Filipino
Robert V. Lucila
Filipino Filipino
Joanna Claire B. Nicolas ________________________
________________________
Filipino
SIXTH: That the number of directors is five (5 ) who are also the incorporators. SEVENTH: That the authorized capital stock of the corporation is ______________________________ (P ___________) pesos in lawful money of the Philippines, divided into ________________________________ ( ) shares with the par value of _______________ (P__________) pesos per share. EIGHTH: That the subscribers to the capital stock and the amount paidin to their subscriptions are as follows: No. of Amount Name Subscribed
Nationality Paid
Amount Shares
Subscribed Amado A. Castro Patria A. C. Beltran
Filipino Filipino
Ida Genevieve B. Lucila Filipino Robert V. Lucila
Filipino
Joanna Claire B. Nicolas Filipino ------------------
-----------------
----------------Total ==========
==========
========== NINTH: That no transfer of stock or interest which would reduce the ownership of Filipino citizens to less than the required percentage of the capital stock as provided by existing laws shall be allowed or permitted to be recorded in the proper books of the corporation and this restriction shall be indicated in all the stocks certificates issued by the corporation. TENTH: That _________________________ has been elected by the subscribers as the treasurer of the corporation to act as such until his successor is duly elected and qualified in accordance with the by-laws; and that as such Treasurer, she has been authorized to receive for and in the
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name and for the benefit of the corporation, all subscriptions paid in by the subscribers. ELEVENTH: That the corporation manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it. In Witness whereof, we have set our hands this ______ day of ________, 200___ in Quezon City, Philippines. AMADO A. CASTRO
PATRIA A. CASTRO – BELTRAN
IDA GENEVIEVE B. LUCILA
ROBERT V. LUCILA
JOANNA CLAIRE B. NICOLAS WITNESSES: _________________________
_________________________
ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) Quezon City
) S. S.
BEFORE ME, a Notary Public in and for Quezon City, this ______ day of ___________, 200__, personally appeared: Name
CTC No.
Date & Place issued
Amado A. Castro _______________ ________________________ Patria A. Castro – Beltran _______________ ________________________ Ida Genevieve B. Lucila _______________ ________________________ Robert V. Lucila _______________ ________________________ Joanna Claire B. Nicolas _______________ ________________________ all known to me and to me known to be the same persons who executed the foregoing Articles of Incorporation and they acknowledged me that the same is their free and voluntary act and deed. IN TESTIMONY WHEREOF, I have hereunto set may hand and affixed my notarial seal on the date and at the place first above written. Doc. No. _____ Page No. _____ Book No. _____
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Series of ______
