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Certificate of Incorporation
"I need a Certificate of Incorporation for a Delaware-based corporation, including details on a board of 5 directors, bylaws adoption within 30 days, and initial stock issuance of 10,000 shares."
What is a Certificate of Incorporation?
A Certificate of Incorporation marks the official birth of your corporation in the Philippines, issued by the Securities and Exchange Commission (SEC) once you've completed the registration process. It proves your company exists as a separate legal entity and can now conduct business, open bank accounts, and enter into contracts.
This vital document contains your company's key details - including its official name, principal office address, names of incorporators, and authorized capital stock. Under Philippine Corporation Law, you'll need to present this certificate when dealing with government agencies, securing business permits, or showing proof of your company's legitimate status to partners and clients.
When should you use a Certificate of Incorporation?
Your Certificate of Incorporation becomes essential when opening corporate bank accounts, applying for business permits, or bidding on government contracts in the Philippines. Banks and government agencies require this document as proof of your company's legal existence before processing any major business transactions.
Present your Certificate of Incorporation when registering with the BIR for tax purposes, securing local business permits, or demonstrating your company's legitimacy to potential investors and business partners. Many Filipino businesses also need it for lease agreements, loan applications, and establishing merchant accounts with payment processors.
What are the different types of Certificate of Incorporation?
- Company Registration Certificate: Standard format used by most corporations, containing full company details and capitalization structure
- Certificate Of Incorporation For Sole Proprietorship: Simplified version for single-owner businesses with less complex requirements
- Certificate Of Articles Of Incorporation: Comprehensive version including detailed corporate bylaws and governance structures
- Certificate Of Incorporation For LLC: Specialized format for limited liability companies with flexible management structures
- Certificate Of Incorporation Short Form: Condensed version for basic registration needs, commonly used by small businesses
Who should typically use a Certificate of Incorporation?
- Corporate Incorporators: At least 5 individuals who sign and submit the incorporation documents to SEC, each holding at least one share of stock
- Corporate Secretary: Prepares and maintains the certificate, ensures compliance with SEC requirements, and keeps official records
- Board of Directors: Approves and signs the certificate, oversees corporate governance matters outlined in the document
- SEC Officials: Review, approve, and issue the certificate after verifying all requirements are met
- Legal Counsel: Advises on compliance, drafts supporting documents, and ensures all legal requirements are satisfied
- Company Treasurer: Certifies the initial paid-up capital and handles financial aspects of incorporation
How do you write a Certificate of Incorporation?
- Company Details: Prepare proposed corporate name, primary purpose, principal office address, and term of existence
- Capital Structure: Determine authorized capital stock, par value per share, and initial paid-up capital
- Incorporator Information: Gather complete names, citizenship, and addresses of at least 5 incorporators
- Director Details: List names and addresses of initial directors (between 5-15 members)
- Corporate Officers: Select president, treasurer, and corporate secretary; confirm their qualifications
- Required Forms: Complete SEC forms GIS, Articles of Incorporation, and Treasurer's Affidavit
- Document Review: Use our platform to generate and verify all required elements are properly included
What should be included in a Certificate of Incorporation?
- Corporate Name: Exact approved business name with complete corporate suffix (e.g., "Corporation" or "Inc.")
- Business Purpose: Clear statement of primary and secondary business activities
- Capital Structure: Details of authorized capital stock, par value, and subscribed shares
- Principal Office: Complete registered business address in the Philippines
- Corporate Term: Duration of corporate existence (50 years is standard)
- Incorporator Details: Names, citizenship, and addresses of all incorporators
- Board Composition: Number and names of initial directors
- SEC Certification: Official statement of registration and compliance with Corporation Code
- Authentication: SEC official signatures, corporate seal, and date of issuance
What's the difference between a Certificate of Incorporation and an Articles of Incorporation?
A Certificate of Incorporation is often confused with Articles of Incorporation, but they serve distinct purposes in Philippine corporate law. While both documents are essential for establishing a corporation, they function differently in the registration process.
- Timing and Purpose: Articles of Incorporation come first as your founding document that outlines your company's structure and rules. The Certificate follows as SEC's official confirmation of your successful registration.
- Legal Status: Articles are your internal constitution, while the Certificate is your government-issued proof of corporate existence.
- Content Scope: Articles contain detailed rules about operations, while the Certificate provides basic registration facts and official validation.
- Usage Context: You'll submit Articles to SEC during registration, but present the Certificate to banks, partners, and agencies as proof of incorporation.
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