Katipunang Trabajante ng La Paz III
SEC Opinion • Securities and Exchange Commission • Opinions • Aug 23, 1982
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August 23, 1982 Katipunang Trabajante ng La Paz III c/o Mrs. Mila N. Estopo La Paz II, Lapasan Cagayan de Oro City Madame : This has reference to your letter dated July 28, 1982 requesting some information regarding the renewal and changes of the incorporators of your organization, the KATIPUNANG TRABAJANTE NG LA PAZ II which has registered with this Commission on July 10, 1980 under registration number 93897. cdll In this regard, you are hereby informed that under Section 5 of the New Corporation Code, "incorporators" are those stockholders or members mentioned in the Articles of Incorporation as 'originally' forming and composing the corporation and who are the signatories thereof. In a sense, they are the "founders" of the corporation being responsible for its creation and existence. Such being the case, "incorporators" who are automatically members or stockholders remain as incorporators in the same manner as the corporation or association remains as such until the same is dissolved. Their being incorporators, which is an accomplished fact, is not affected by their subsequent withdrawal as stockholders or members. However, the case would be different if what is being changed or altered is the number of Directors or Trustees which, under the records of your association, is composed of 11 all of whom are among the 14 incorporators named in the Articles of Incorporation. In the cases of increase or decrease of the number the members of the Board of Directors of a non-stock corporation, the manner and procedure laid down under Section 16 of the Corporation Code of the Philippines should be observed. For this purpose, it is required that an amended articles of incorporation which must be a true copy of the original articles of incorporation except that portion being amended, be submitted to this Commission, together with a copy of the Directors' Certificate, executed under oath by the majority of the members of the Board of Directors and countersigned by the Secretary certifying to the effect that the amendment has been approved by the vote of 2/3 of the members and majority of the Board of Directors at a specified meeting. Very truly yours, (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department
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