A Matter of Time

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The Corporation Code of the Philippines specifically Title II, Sec. 10, B.P. 68) provides, "Any number of natural persons not less than 5 but not more than 15, all of legal age and a majority of whom are residents of the Philippine, may form a private corporation for a lawful purpose or purposes. Each of the incorporators of a stock corporation must own or be a subscriber to at least one share of the capital stock of the corporation." Uniwork, Inc. was registered and incorporated on 23 August 2007 with three (Fil.) incorporators as evidenced by its Articles of Incorporation. See FIGURE 1.

FIGURE 1 UNIWORK, Inc. Board

However, the General Information sheet submitted in October 2008 shows that one of the incorporators ceased to be such. This modification in the General Information Sheet is in effect an amendment of the Articles of Incorporation. The law requires majority should be residents of the Philippines--majority of 5 incorporators is 3. Consequently, when one of the three ceases to be an incorporator the minimum requirement of the number of incorporators is not complied with. The Philippine Securities and Exchange Commission Opinion, 7 January 1974, SEC Quarterly Bulletin* (page 45) Vol. 8 No. 1 made a pronouncement that an incorporator shall be forever an incorporator and the articles of incorporation cannot be amended to delete his name or substitute it with another. (*The part of the commentary that the incorporator may cease to be a stockholder has been amended by Section 10 of the law which now requires that an incorporator should be a stockholder.)

The General Information Sheet may be used as evidence against the corporation and its directors and officers for any violation of existing laws, rules and regulations. See FIGURE 2.

FIGURE 2





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