General Milling Corporation

September 14, 1989 General Milling Corporation 6th Flr. Corinthian Plaza 121 Paseo de Roxas, Makati Metro Manila Gentlemen: This refers to your letter dated September 14, 1989, requesting confirmation that a corporation can be organized with six (6) incorporators and directors (even number) and that a majority of the directors must be residents of the Philippines. With regards to the number of incorporators and directors, Sections 10 & 14 of Batas Pambansa Blg. 68 otherwise known as the Corporation Code of the Philippines, are explicit, to wit: "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 a 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) "SECTION 14. Contents of articles of incorporation . All corporations organized under this Code shall file with the Securities and Exchange Commission articles of incorporation in any of the official languages duly signed and acknowledged by all the incorporators, containing substantially the following matters, except as otherwise prescribed by this Code or by special law:" xxx xxx xxx "6. The number of directors or trustees, which shall not be less than five (5) nor more than fifteen (15) ;" (emphasis supplied) Lastly, as to the residence requirement of the Directors, the pertinent portion of Section 23 of the same law, explicitly provides: "SECTION 23. The Board of directors or trustees ." xxx xxx xxx "Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, 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 of which he is a director shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof. A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines ." (emphasis supplied) Please be guided accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner