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Articles of Incorporation Sample
Articles of Incorporation Sample
Articles of Incorporation Sample
ARTICLES OF INCORPORATION
OF
MAYEN BAVALA INC.
Know All Men By These Presents:
The undersigned incorporators, all of legal age and majority of whom are residents of
the Philippines, have this day voluntarily agreed to form a stock corporation under the
laws of the Republic of the Philippines.
AND WE HEREBY CERTIFY THAT:
FIRST: The name of the said corporation shall be:
MAYEN BAVALA INC.
SECOND: (A.) The primary purposes for which said corporation is formed are:
1. To engage in the business of operating steamships, motorboats and
other kinds of water crafts for the transportation of cargoes and
passengers within the waters and territorial jurisdiction of the
Philippines as well as on high seas
2. To act as agents of domestic or foreign shipping companies; to
purchase, charter, hire, build, or otherwise acquire motor or steam or
other ships or vessels, and to employ the same in conveyance and
carriage of goods, wares, merchandise of every description, and of
passengers, within the waters and territorial jurisdiction of the
Philippines as well as on high seas; and generally
3. To do and perform all acts and things necessary or proper or incidental
for the accomplishment of the foregoing purposes.
(B.) The secondary purposes for which said corporation is formed are:
1. To acquire by purchase, exchange, assignment, gift or otherwise, and to
hold, own and use for investment or otherwise, and to sell, assign,
transfer, exchange, lease, mortgage, pledge, and otherwise operate,
enjoy, and dispose of personal properties of every kind and description
and wherever situated, as and to the extent permitted by law, including,
but not limited to, shares of capital stock, bonds, debentures, evidence
of indebtedness, promissory notes, or other securities or obligations,
created, negotiated or issued by any corporation, association, or other
entity, foreign or domestic, including securities in corporations engaged
in the following:
(a) the business of air and land transportation such as but not
limited to transporting any and all kinds of goods, cargoes,
passengers, of air and land freight forwarding, of acting as a
courier for mails, letters, pouches, delivery and transfer of
money remittances and its equivalent, cargo and personal
effects of all kinds, domestic and international;
(b) the business of warehousing and distribution, of receiving (on
consignment or otherwise), storing, selling and distributing
goods on commission or other basis; exporting, importing and/or
otherwise dealing in goods, wares and merchandise of all
classes and description, of issuing warehouse receipts,
certificates and circulars (negotiable or otherwise) to a persons
warehoused goods, wares or merchandise with said
corporation; of making advances or loans secured by mortgage
of or pledge or deposit warehouse receipts for the goods,
wares, or merchandise stored in said corporation, or otherwise;
(c) the business of container leasing and container yard
management and operations;
(d) the business of trucking, container handling and trailer leasing;
(e) the business of providing or furnishing any and all forms or
types of services and facilities relating to placement or
employment or crewing, the business of contracting, enlisting,
recruiting Filipino professionals, and skilled and unskilled
workers for overseas work to maintain and operate an
information bureau for the collection and supply of information
as to proposals for work and job opportunities available for
unemployed labor (whether skilled or unskilled), business
conditions, credit ratings, and other subjects of trade interest,
and otherwise, to carry on and conduct a general agency
business, to act, and to appoint others to act, as general agent,
special agent, broker, factor, representatives and commission
merchant for individuals or firms, whether domestic or foreign;
and/or
(f) the business of establishing, maintaining and operating
domestic and international pick-up and delivery service by air,
land and sea freight of any kind and nature wherever bound
including storage, brokerage, forwarding, transportation and/or
allied services and includes customizing inventory and cost
management solutions to support domestic, import and export
oriented enterprises through an ecommerce ready system which
includes the following activities: all inclusive, Door-to-Door
pickup and delivery of goods, supply chain and management,
and the loading into any carrier where the following are done:
Nationality
Address
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Judith A. Ocenar
Filipino
Filipino
Filipino
Filipino
SIXTH: The number of directors of the corporation is five (5) and that the incorporators
shall constitute the first board of directors.
SEVENTH: The authorized capital stock of the corporation is PESOS: FIFTEEN
MILLION FIVE HUNDRED THOUSAND (P15, 500, 000.00) in lawful money of the
Philippines, divided into FIFTEEN THOUSAND FIVE HUNDRED (15,500) SHARES,
with a par value of PESOS: ONE THOUSAND (PHP 1000.00) per share.
EIGHTH: At least 25% of the authorized capital stock has been subscribed and at least
25% of the total subscription has been paid as follows:
Name
Nationality
No. of
Amount
Amount Paid
Shares
Subscribed
Subscribe
d
Filipino
350
P 350,000.00 P 300,000.00
Filipino
340
340,000.00
300,000.00
Filipino
380
380,000.00
350,000.00
Filipino
340
340,000.00
310,000.00
Filipino
430
430,000.00
410,000.00
Filipino
420
420,000.00
210,000.00
Filipino
560
560,000.00
530,000.00
Filipino
300
300,000.00
280,000.00
Filipino
310
310,000.00
280,000.00
Filipino
350
350,000.00
260,000.00
Filipino
380
380,000.00
320,000.00
TOTAL
4160
P 4,000,000.00 P 3,560,000.00
NINTH: No transfer of stock or interest which would reduce the ownership of Filipino
citizens to less than the required percentage of the capital stock as provided by existing
laws shall be allowed or permitted to be recorded in the proper books of the corporation
and this restriction shall be indicated in all the stock certificates issued by the
corporation.
TENTH: That Jubert Manansala has been elected by the subscribers as treasurer of the
corporation to act as such until his successor is duly elected and qualified in accordance
with the by-laws; and that as such Treasurer, he/she has been authorized to receive for
and in the name and for the benefit of the corporation, all subscriptions paid in by the
subscribers.
ELEVENTH: That the incorporators undertake to change the name of the corporation
immediately upon receipt of notice or directive from the Securities and Exchange
Commission that another corporation, partnership or person has acquired a prior right to
the use of that name or that the name has been declared misleading, deceptive,
confusingly similar to a registered name, or contrary to public morals, good customs or
public policy.
IN WITNESS WHEREOF, we have hereunto set our hands on the 17th day of March,
2016, in the City of Makati, Philippines.
Mark John N. Agustin
Adrian S. De Guzman
Emmanuel T. Macasil
Judith A. Ocenar
WITNESSES:
Baldita Gundimayor
Barbara Batumbakal
ACKNOWLEDGEMENT
Republic of the Philippines}
S.S.
)
BEFORE ME, A Notary Public in and for the City of Makati, Metro Manila, Philippines,
this 20th day of March 2016, personally appeared.
Name
Community Tax
Certficate Number
Date
Place
01474315
01474316
01474317
01474318
01474319
01474310
01474311
01474312
01474313
01474314
01474320
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
All known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation and they acknowledged to me that the same is their free and
voluntary act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal
on the date and at the place first above written.
Notary Public
Until December 31, 20__
Doc. No. ___;
Page No ___;
Book No. ___;
Series of ___;
TREASURERS AFFIDAVIT
Republic of the Philippines
City of Makati
Province of
}
} S.S.
}
Jubert Manansala
Treasurer
SUBSCRIBED AND SWORN to before me this ____day of _____at ________, Philippines,
affiant exhibiting to me his Community Tax Certificate No.__________ issued at _______, on
____________.
Doc. No. ________;
Page No. ________;
Book No. _______;
Series of ________
NOTARY PUBLIC
Until Dec. 31, 20_______