Mr. Gamelzar A. Cordeta

August 12, 1993 Mr. Gamelzar A. Cordeta Kidlat Investigation Security Service Mezzanine Flr.,GCC Bldg. Guadalupe, Makati, M.M. S i r : This refers to your letter of August 9, 1993 inquiring whether it is a requirement that all incorporators or stockholders should be a college graduate. llcd The pertinent provision of the Corporation Code provides: "SECTION 10. Number and qualifications of incorporators . Any number of natural persons not less than five (5) but not more than fifteen (15),all of legal age and majority of whom are residents of the Philippines, may form a private corporation for any lawful purpose or purposes. Each of the incorporators of a stock corporation must own or be a subscriber to at least one (1) share of the capital stock of the corporation." (Emphasis supplied) The above provision merely requires that an incorporator be of legal age. Therefore, one who is not a college graduate may be qualified to be an incorporator, provided he is of legal age and an owner of at least one (1) share. As to stockholders, the same requirement applies, Article 38 of the Civil Code declares that minority is a restriction on the capacity to act. Therefore, a minor cannot, by himself alone, enter into a contract, which in the present case is the "subscription contract". Hence, to become a stockholder, one must be of legal age but not necessarily a college graduate. However, under Section 97 of the Corporation Code, the articles of incorporation of a close corporation may provide for other qualifications for owning or holding shares of stock. Thus, on the basis of this provision, the articles of incorporation of a corporation may provide for additional qualifications for stockholders. Unless there is an express provision in the articles of incorporation, a corporation cannot impose a requirement of a stockholder to be a college graduate. llcd Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman