Ms. Luzviminda G. Padilla

May 24, 1983 Ms. Luzviminda G. Padilla Director Licensing & Regulation Office Philippine Overseas Employment Adm. C.J. Valdez Bldg.,1130 Perez St. Paco, Metro Manila Madam : This refers to your letter dated March 28, 1983 requesting clarification as to whether the action taken by the Commission in the processing of the amended articles of incorporation of CENTRUM SHIP MANAGEMENT CORPORATION duly approved on March 29, 1983 was a regular procedure of this office and whether said amended articles of incorporation is now considered valid. It appears that the amendment in question refers to Article VI of the original articles of incorporation of subject corporation, reducing the number of the members of the Board of Directors therein from six (6) to five (5) but still retaining the name of the outgoing Director. The portion of the articles of incorporation stating the names of the incorporating directors (Section 15, Corporation Code of the Philippines) cannot be amended by substituting the name of another person in lieu of the incorporating director, for the reason that the same states an established fact, just as the place and date of execution of the articles cannot be changed. Furthermore, such an amendment would go against the meaning and concept of the word "incorporators" as defined in Section 5 of the Code as those mentioned in the articles of incorporation as "originally forming and composing the corporation and who are signatories thereof". (De Leon, Corporation C od e of the Philippines Annotated p. 118-119). Therefore, the procedure taken is regular. Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner