Sample Articles of Incorporation

Plastic Endgame Corporation
ARTICLES OF INCORPORATION AND BY-LAWS (SAMPLE)

MAY 2019
Articles of Incorporation
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all of legal age and majority of

whom are residents of the Philippines, have this day voluntary
agreed to form a stock corporation under the laws of the
Republic of the Philippines.
Article I
The name of this corporation shall be

“PLASTIC ENDGAME CORPORATION”.
Article II
The primary purpose for which such

corporation is incorporated is to
produce reusable plastic containers out
of recycled plastic materials.
Article III
The principal office of the corporation

is located in Brgy. San Rafael,
Maharlika Hi-way, San Pablo City,
Laguna, Philippines.
Article IV
The term for which said corporation is

to exist is fifty (50) years from and
after the date of issuance of the
certificate of incorporation.
Article V
The names, nationalities and residences of the incorporators
are as follows:
Article VI
The number of directors of the corporation shall be Five(5);and the names,
nationalities, and the residences of the first directors of the
corporation are as follows:
Article VII
The authorized capital stock of the
corporation is Ten Million Pesos
(P10,000,000) pesos in lawful money of
the Philippines, divided into Common
Capital Stock at the par value of
Five Pesos (P5.00) each.
Article VIII
At least twenty five (25%) percent of the authorized capital stock
above has been subscribed as follows:
Article IX
The above-named subscribers have paid at least twenty-five (25%)
percent of the total subscription as follows:
Article X
has been elected by the subscribers as
Treasurer of the Corporation to act as such until her
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 name and for
the benefit of the corporation, all subscriptions or
donations paid or given by the subscribers.

Article XI
No transfer of stock or interest which will 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 stock certificates issued
by the corporation.
Article XII
The incorporators and directors undertake to change the name of
the corporation as herein provided, or as amended thereafter,
immediately upon receipt of notice or directive from the
Securities and Exchange Commission that another corporation,
partnership or person has acquired a prior right to the use of
that name or that the name has been declared as misleading,
deceptive, confusingly similar to a registered name or
contrary to public morals, good custom or public policy.

By-laws
I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR OR
SPECIAL MEETINGS OF THE DIRECTORS.
a)Regular meetings of the board of directors of the corporation shall be held monthly,
unless the by-laws provide otherwise.
b)Special meetings of the board of directors may be held at any time upon the call of the
president or as provided in the by-laws
c)Meetings of directors may be held anywhere in or outside of the Philippines, unless

the by-laws provide otherwise. Notice of regular or special meetings stating the date,
time and place of the meeting must be sent to every director or trustee at least one (1)
day prior to the scheduled meeting, unless otherwise provided by the by-laws. A
director may waive this requirement, either expressly or impliedly.
By-laws
II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR
SPECIAL MEETINGS OF THE STOCKHOLDERS.
a)Regular or annual meetings of stockholders shall be held annually on

December 1st.
b)Written notice of regular meetings shall be sent to all stockholders of record

at least two (2) weeks prior to the meeting, unless a different period is
required by the by-laws.
c)Special meetings of stockholders shall be held at any time deemed necessary

or as provided in the by-laws:
By-laws
d)Written notice of special meetings shall be sent to all stockholders at
least one week prior to the meeting, unless a different period is required
by the by-laws.
e)Stockholders’ meetings, whether regular or special, shall be held in the

city or municipality where the principal office of the corporation is located,
and if practicable in the principal office of the corporation. Metro Manila
shall, for the purpose of this provision, be considered city or municipality.
By-laws
III.THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS
a)The required quorum in meetings of stockholders shall consist of the

stockholder/s representing a majority of the outstanding capital stock.
By-laws
IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF
VOTING THEM
a)Stockholders may vote in person or by proxy in all meetings of

stockholders. Proxies shall be in writing, signed by the stockholder and
filed before the scheduled meeting with the corporate secretary. Unless
otherwise provided in the proxy, it shall be valid only for the meeting for
which it is intended. No proxy shall be valid and effective for a period
longer than five (5) years at any one time.
By-laws
V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF
DIRECTORS
a)No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this Code,
committed within five (5) years prior to the date of his election shall qualify as
a director. Every director must own at least one (1) share of the capital stock
of the corporation, which share shall stand in his name on the books of the
corporation. Any director who ceases to be the owner of at least one (1) share
of the capital stock of the corporation shall thereby cease to be a director. A
majority of the directors must be residents of the Philippines.
By-laws
b)The corporate powers of the corporation shall be exercised, all business
conducted and all property of the corporation be controlled and held by the
board of directors to be elected from among the holders of stocks, who shall
hold office for one (1) year and until their successors are elected and qualified.
c)The directors shall not receive any compensation, as such directors, except
for reasonable per diems. Any compensation may be granted to directors by
the vote of the stockholders representing at least a majority of the outstanding
capital stock at a regular or special stockholders’ meeting, In no case shall the
total yearly compensation of directors, as such directors, exceed ten (10%)
percent of the net income before income tax of the corporation during the
preceding year.
By-laws
VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND
THE TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS
a)Immediately after their election, the directors of a corporation must

formally organize by the election of a PRESIDENT, who shall be a director, a
TREASURER who may or may not be a director, a SECRETARY who shall be a
resident and citizen of the Philippines, and such other officers as may be
provided in the by-laws. Two (2) or more positions may be held concurrently
by the same officer, however no one shall act as PRESIDENT and SECRETARY
or as PRESIDENT and TREASURER at the same time. The officers of the
corporation shall hold office for one (1) year and until the successors are
elected and qualified. The officers of the corporation shall perform functions
as required by existing laws, rules and regulations.
By-laws
VII. FISCAL YEAR
a)The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.
By-laws
VIII. SEAL
a)The corporate seal shall be determined by the Board of Directors.

By-laws
IX. MISCELLANEOUS PROVISIONS:
a)Matters not covered by the provisions of these by-laws shall be

governed by the provisions of the Corporation Code of the Philippines.

Sample Articles of Incorporation

Uploaded by

Copyright:

Available Formats

Sample Articles of Incorporation

Uploaded by

Document Information

Original Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Sample Articles of Incorporation

Uploaded by

Copyright:

Available Formats

Plastic Endgame Corporation

ARTICLES OF INCORPORATION AND BY-LAWS (SAMPLE)

The undersigned incorporators, all of legal age and majority of

The name of this corporation shall be

The primary purpose for which such

The principal office of the corporation

The term for which said corporation is

donations paid or given by the subscribers.

contrary to public morals, good custom or public policy.

c)Meetings of directors may be held anywhere in or outside of the Philippines, unless

a)Regular or annual meetings of stockholders shall be held annually on

b)Written notice of regular meetings shall be sent to all stockholders of record

c)Special meetings of stockholders shall be held at any time deemed necessary

e)Stockholders’ meetings, whether regular or special, shall be held in the

a)The required quorum in meetings of stockholders shall consist of the

a)Stockholders may vote in person or by proxy in all meetings of

a)No person convicted by final judgment of an offense punishable by

a)Immediately after their election, the directors of a corporation must

a)The corporate seal shall be determined by the Board of Directors.

a)Matters not covered by the provisions of these by-laws shall be

You might also like