Mr. Josue S. Falla
SEC Opinion • Securities and Exchange Commission • Opinions • Jan 2, 1980
Full text
January 2, 1980 Mr. Josue S. Falla Philippine Cotton Corporation San Fabian, Pangasinan Sir : This has reference to your letter dated December 1, 1978, seeking information as to the requirements for the registration of a non-stock corporation. Relative thereto, the following should be submitted to this Commission in triplicate: 1. Articles of incorporation in conformity with Nos. 1-6 of the attached "Salient Features for the Formation and Organization of a Private Stock Corporation"; 2. Written undertaking to change corporate name (sample form enclosed); 3. Modus Operandi or detailed explanation on how the association shall carry out its objectives, signed by at least a majority of the incorporators or by a duly authorized representative. 4. Resolution of the Board signed by at least a majority of them or certified under oath by the secretary in the following tenor: "RESOLVED, that the corporation will comply with the SEC requirements for non-stock corporation dated May 24, 1963, in the course of its operation". 5. List of members of the association containing their manual signatures and attested by the Acting Secretary. If the incorporators are the only present members, state such fact and further state that list of additional members who will be admitted from time to time in accordance with the by-laws shall be submitted to the Commission. 6. In case there is/are incorporators/members/directors with foreign sounding names and who claim to be Filipinos, proof of Philippine citizenship may either be their voters' ID, birth certificate, certificate of naturalization or election as the case may be should be submitted. And in case there is/are resident alien incorporators, their Alien Certificate of Registration and Immigrant Certificate of Residence. 7. Accomplished date sheets (forms enclosed). The filing and miscellaneous fees in the sum of sixty two pesos (P62.00). Please be guided accordingly. Very truly yours, For the Chairman: (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department
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