M.

Narciso CORPORATION Page 1 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN

Nature Capital Stock is divided into shared and with A SC whose articles of No shares and no part of its income is Composed entirely of spiritual May be SC or NSC One formed, organized or
authority to distribute dividends to its incorporation provide that: distributable as dividends to its members, persons and which is organized which provides existing under any laws other
stockholder trustees or officers. for the furtherance of a religion facilities for teaching. than those of the Philippines
(1) all issued stock of all or or for perpetuating rights of and whose laws allow Filipino
classes, exclusive of the church for religious work or citizens and corporations to do
treasury shares, shall be property business in its own country or
held of record by not state.
more than a specified Corporation Sole
number of persons, not - the purpose of
exceeding 20; administering and managing, as
(2) all the issued stock of trustee, the affairs, property
all classes shall be and temporalities of any
subject to one or more religious denomination, sect or
specified restrictions on church, a corporation sole may
transfer permitted by be formed by the
this Title; chiefarchbishop, bishop, priest,
(3) not listed in any stock minister, rabbi or other
exchange or stocks not presiding elder of
publicly offered. suchreligious denomination, sect
or church.

Effect of SEC Juridical personality is acquired upon issuance of Certificate of Incorporation by SEC Gen, registration is not required JP, upon the issuance Right to Transact is acquired
registration of Certificate of upon issuance of license.
Juridical Personality acquired Incorporation (SAME
mere filing of AOI AS SC) Local courts acquire jurisdiction.

Life Upto 50 yrs Perpetual Upto 50 yrs Until its authority has expired or
revoked or annuled by the
jurisdiction of the country where
it was incorporated

Purpose Profit Profit charitable, religious, educational, Administration of its SC: Provision of Purpose stated in its AOI or as
professional, cultural, fraternal, literary, temporalities or management of education for profit authorized by its place of inc.
scientific, social, civic service, or its affairs, properties and estate
similar purposes, like trade, industry, NSC: Provision of
agricultural and like chambers, or any education
combination thereof (Sec. 88)

Registration Required for it to gain juridical personality Gen, registration is not required Requried
(SAME AS SC)

AOI
M.Narciso CORPORATION Page 2 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN

Contents General Provisions in Sec 14 General Provision in Sec 14
as well as
permissive provisions in Sec
97
SAME AS SC Corp Sole: (Sec 111)
1. That he is the chief archbishop,
bishop, priest, minister, rabbi
orpresiding elder of his religious
denomination, sect or church
andthat he desires to become a
corporation sole;
2. That the rules, regulations
and discipline of his religious
denomination, sect or church
are not inconsistent with his
becoming a corporation sole and
do not forbid it;
3. That he is charged with the
administration and management
of the affairs, estate and
p r o p e r tie s o f h is r e lig io u s
denomination, sect or church
within his territorial jurisdiction
4. Description of his territorial
jurisdiction
5. The manner in which any
vacancy is required to be
filled, according to its rules,
regulations or discipline
6. Place where the principal office to
be established which place
must be within PH.
7. Other provisions not contrary to
law

Religious Society: (Sec 116)

1. That the religious society, etc.
is a religious organization of a
religious denomination, sect or
church;
2. At least two-thirds (2/3) of
its membership have given
their written consent or have
voted to incorporate, at a duly
convened meeting of the body;
3. Incorporation thereof is not
forbidden by competent
authority or by the constitution,
rules, regulations or discipline of
the religious denomination, sect,
or church of which it forms a part;
4. That its incorporation is for the
administration of its affairs,
properties and estate;
5. Place of principal office of
the which must be within PH;
6. The names, nationalities, and
residences of the trustees
elected to serve for the first year
or such other period as may be
prescribed by the laws of the
religious society, etc.
M.Narciso CORPORATION Page 3 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN

Attachments 1.) Sworn attachment of Treasurer showing Corp Sole: 1.) Certified Copy AOI and BL
compliance to the 25%-25% rule 1.) Copy of commission, in accorndance with law, and
2.) Sworn attachement of Treasurer that paid-in certificate of election or letter of transaltion thereof
capital is not less than 5k appointment duly certified by a 2.) Application under oath; with
notary public a statement, by the president
2.) AOI Verified by affirmation of under oath, of assets and
the chief archbishop, etc. liabilities (as of the date not
exceeding 1 yr immediately
Religous Society prior to the filing of application)
1.) AOI verified by affidavit of and that FC is solvet and in
the presiding elder, secretary, sound financial condition
clerk or other members thereof 3.) Certificate under oath by
authorized official attesting that
Fil citizens and corp to do
business therein
4.)Authority from apropriate
government agency
5.) Compliance with existing
laws applicable to foreign
banking, financial and insurance.

Ownership of 2/3 of its Voting Stocks N/A N/A N/A

Stocks must be controlled and
owned by Non-Close Corp.

Nationality Determined by the shares Determined by the nationaliy of Members

Incorporator 5-15 5-15 N/A

s Natural Persons Natural Persons
Legal Age Legal Age
Majority are Residents of PH Majority are Residents of PH

Owner of at least 1 share of the capital stock

DIRECTORS Directors must be 5-15 SAME AS SC Trustees May exceed 15 Sole Corp - none 5-15 (Whether SC or N/A
/ TRUSTEES NSC) and shall be in
Religious Society - 5 to 15 multiples of 5
M.Narciso CORPORATION Page 4 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN

Management GEN: BOD (At least majority of the directors GEN: BOD BOT (At least majority of the trustees
present at a meeting at which there is a quorum present at a meeting at which there is a
[Sec 25]) EX: Stockholders if so quorum [Sec 25])
provided in the AOI (liable
EX: Executive Committee (Sec 35) as directors)

EX to EX:
(1) approval of any action for which
shareholders' approval is alsorequired;
(2) the filing of vacancies in the board;
(3) the amendment or repeal of by-laws or the
adoption of new by-laws;
(4) the amendment or repeal of anyresolution
of the board which by its express terms
is not so amendable orrepealable; and
(5) a distribution of cash dividends to the
shareholders.

Quorum GEN: Majority of Directors as fixed in the AOI GEN: Majority of Trustees as fixed in the
AOI
EX: Greater No. as provided in the AOI or BL
EX: Greater No. as provided in the AOI or
BL

Proxy ABSOLUTELY NOT N/A

Te r m o f One year 3 yrs wherein 1/3 of the board shall be GEN: term of 1/5 of
Office elected annually their trustees shall
expire every year.

EX: Different N/A

percentage of the
staggered term is
provided in AOI not
exceeding 5 yrs

Designation Board of Directors SAME AS SC GEN: Board of Trustees SAME AS NSC SAME AS NSC N/A
of Name
EX: Any name designated in the AOI or
BL (Sec 138)

Classification AOI may NOT classify AOI may classify its

of Directors directors
M.Narciso CORPORATION Page 5 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN

Absence of GEN: Meeting is required

Meeting
EX: Deemed Valid if:
1. Before or after such
action is taken, written
consent thereto is
signed by all the
directors; or
2. All the stockholders
have actual or
implied knowledge of
the action and make no
prompt objection
thereto in writing; or
3. T h e d i r e c t o r s a r e
accustomed to take
informal action with the
express or implied
acquiescence of all the
stockholders; or
4. All the directors have
express or implied
knowledge of the
action in question and
none of them makes
prompt objection
thereto in writing.

EX to EX: Unless otherwise

provided by the BL

Lack of GEN: Deemed ratified if the

Notice action taken is within the
corp powers

EX: Absentee prompty files

his written objection with
the corp sec after having
knowledge thereof

Place o f GEN: May be held in or out of the Philippines SAME AS SC

Meeting
EX: Otherwise stated in the BL
M.Narciso CORPORATION Page 6 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN

STOCKHOL No Limit 5-20

DERS /
MEMBERS

Place o f Held in the municipality / city where the BL may allow meetings of Members to be
Meeting principal office is located, and if practicable in held anywhere WITHIN PH
the principal office

Effect of
Absence of
Meeting

Right to Vote GEN: No share may be deprived of voting GEN: Each member, regardless of class,
rights (Sec 6) shall be entitiled to one vote (Sec 89)

EX: Preferred shares and Redeemable Shares EX: Right of the members of any class or
classes tovote may be limited, broadened
or denied to the extent specified in the
articles of incorporation or the by-laws.

Vo t e o n All shares with or or without have a right to GEN: According to SEC, NSC may restrict
Fundamental vote on fundamental matters (Sec 6) votes for fundamental matters
Matters
EX: Merger / Consolidation

Quorum

M a n n e r o f Cumulative Voting GEN: Straight Voting

Voting EX: Otherwise provided in AOI or BL

M e a n s o f GEN: Stockholders must act in a meeting May vote by mail or similar means if
Voting authorized in the BL, subject to the
EX: Where a mere written assent is sufficient or approval of SEC
where a formal meeting is unnecessary

Proxy May vote by proxy Right may be DEPRIVED in the AOI or

BL
M.Narciso CORPORATION Page 7 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN

Pre-emptive GEN: Extended to all issues of any class. GEN Extended to all stocks
Right to be issued
EX:
1.) shares to be issued in compliance
with laws requiring stock offerings or EX: May be denied in AOI
minimum stock ownership by the public; or
2.) shares to be issued in good faith with the
approval of the stockholders representing
two-thirds (2/3) of the outstanding capital
stock, in exchange for property needed
for corporate purposes or in payment of a
previously contracted debt.
4.) May be denied in AOI

A p p r a i s a l May be exercised in cases provided in Sec. 81 May be compelled against

Right and Sec 42, SUBJECT to the availability of corporation for any reason,
URE purchased at a fair value
which shall NOT be less
than their par value or
issued value, SUBEJCT to
the availability of URE (Sec
105)

May be excercised in case

of Deadlock where SEC
may order CC to purchase
shares at their fair value
REGARDLESS of
availability of URE (Sec
104)

Right t o Stockholders may transfer shares Transfer is subject to Members CANNOT transfer unless
Transfer restrictions which shall not allowed in the AOI
be more onerous than
granting the existing
stockholders or the
corporation the right of first
refusal. (Sec 98)

Restictions must be appear

in the AOI, BL & COS

R e m e d y i n Arbitration is NOT available Arbitration is available

Deadlock

E e l e c t i o n / Elected by a majority vote of all the board May be Elected or GEN: Elected directly by the members
Appointment members Appointed by stockholders
of Officers if provided for in the AOI EX: Otherwise provided in the AOI
M.Narciso CORPORATION Page 8 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN

Merger/
Consolidatio
n

Dissolution Dissolution subject to rules on distribution Shall cease upon approval by

May be compelled by SEC
whenever any acts of
directors, officers or those
who are in control of the CC
is ILLEGAL,
F R A U D U L E N T,
D I S H O N E S T ,
OPPRESSIVE OR
UNFAIRLY PREJUDICIAL
(Sec 105)
(Sec 94): SEC of the submitted verified
1. All liabilities - shall be paid declaration of dissolution stating:
2. Assets held on a condition 1.) name of corp
requiring return transfer or 2.) reason
conveyance - shall be returned, 3.) authorization
transferred or conveyed in 4.) names and addresses of
accordance with such requirements persons who are to supervise the
3. Assets received and held subject winding up.
to limitations permitting their use
only for charitable, religious,
benevolent, educational or similar
purposes - shall be transferred or
conveyed to one or more corporations,
societies or organizations (a) engaged
in activities in the Philippines ; (b)
substantially similar to those of
the dissolving corporation

GEN: All other assets may be distributed

to the members in accordance with the
AOI or BL

EX: Plan of Distribution of Assets

(Adopted by majority vote of BOT and
approved by 2/3 of the members with VR

Summons
M.Narciso CORPORATION Page 9 of 9

STOCK CORP. CLOSE CORP. NON-STOCK RELIGIOUS EDUCATIONAL FORIEGN