1. What is a Corporation?

A juridical person created by operation of law and registered with the

Securities and Exch ange Commission.
2. What is a stock corporation?
A corporation with authorized capital stock dividend into shares of stock
either with or without par value. A stock corporation is engaged in income
generating activities and is authorized to declare dividends.
3. What is a non-stock corporation?
A corporation with no authorized capital stock. It is organized for charitable,
religious, educational, professional, cultural, fraternal, literary, scientific,
social ci vil service, or similar purposes, like trade, industry, agricultural
and like chambe rs, or any combinations thereof.
4. When is a corporation deemed to have a juridical personality?
A corporation is deemed imbued with juridical personality from the time the
Certificate of Incorporation is issued by the Securities and Exchange
Commission.
5. What are the requirements for registration of a corporation?
A. Stock Corporation
B. Non-Stock Corporation
C. Foreign Corporation
6. Where can the proposed corporate or partnership name be verified?
The proposed corporate or partnership name can be verified online via
Iregister system of SEC; or thru Name Verification Unit at G/F Secretariat
Building, PICC Compl ex, Roxas Boulevard Pasay City; or thru Satellite
Offices and SEC Extension Offices.
7. If the proposed name is verified and reserved online, does this still
need confirmation from Name Verification Unit or SEC
Satellite/Extension Offices?
Company names reserved online must be confirmed at the Name
Reservation Unit, G/F Secretariat Bu ilding, PICC Complex, Roxas Boulevard
Pasay City or at any of the SEC Satellite Offices within four (4) calendar
days from date of online reservation. Non -confirmation of reservation within
the specified period will forfeit the online reservation. Confirma tion is
required because the Corporation Code of the Philippines, Sec. 18 provides
that No corporate name may be allowed by the Securities and Exchange
Commission if the proposed name is identical or deceptively or confusingly
similar to that of any existi ng corporation or to any other name already
protected by l aw or is patently deceptive, confusing or contrary to existing
laws. Compliance therewith compels us to personally determine if reserve
names are not deceptively or confusingly similar or patently d eceptive or
confusing to other registered entities. After confirmation, applicant must
secure a Reservation Payment Confirmation. A mere Reservation Notice is
not sufficient for the acceptance of any application for registration, or
change of name of a cor poration or partnership. Once the Reservation
Payment Confirmation has been issued, the reservation fee must be paid at
the Cashier, SEC Main Office or at any of the designated Landbank branches.
8. If the proposed name has been allowed for use, would there be fees
required to reserve and where shall the payment be made?
Yes.To reserve a name the SEC collects P100.00 as reservation fee for thirty
days. The payment can be thru SEC Cashier or thru on collection systems
of Landbank.
9. Does SEC have online fill -out form for the AI -BL?
A. Stock Corporation
B. Non-Stock Corporation
C. Foreign Corporation
10. What are the contents of the AI?
 The contents of the AI are the following:
a)The name of the corporation
b)The specific purpose or purposes for which the corporation is being
incorporated
c)The place where the principal office of the corporation is to be located,
which must be within the Philippines
d)The term of which the corporation is to exist
e)The names, nationalities and residences of the incorporators
f)The number of directors or trustees, which shall not be less than five (5)
nor more than fifteen (15)
g)The names, nationalities an d residences of persons who shall act as
directors or trustees until the first regular directors or trustees are duly
elected and qualified
h)If it be a stock corporation, the amount of its authorized capital stock in
lawful money of the Philippines, the n umber of shares into which it is
divided, and in case the share are par value shares, the par value of each,
the names, nationalities and residences of the original subscribers, and
the amount subscribed and paid by each on his subscription, and if some
or all of the shares are without par value, such fact must be stated.
i)If it be a non -stock corporation, the amount of its capital, the names,
nationalities of the contributors and the amount contributed by each
j)The name of the treasurer -in-trust
k)Tranfe r cl ause
l)Such other matters as are not inconsistent with law and which the
incorporators may deem necessary and convenient
11. Is there a rule on the approval of the corporate and partnership
names?
Yes. The Corporation Code of the Philippines provides in Section 18 that no
corporate name may be allowed by the SEC if the proposed name is identical
or decepti vely or confusing ly similar to that of any existing corporation or
to any other name al ready protected by law or is patently deceptive,
confusing or contrary to existing laws.
12. Does SEC have guidelines on the approval of corporate and
partnership names?
Yes. In implementing Section 18 of the Corporation Code, the Commission
has adopted Guidelines in the approval of corporate and partnership names.
13. What do you mean by incorporators?
Are the individual persons originally forming the corporation and are the
signatories in the Articles of Incorporation.
14. What are the requirements on incorporators?
All incorporators must be natural persons, of legal age, their number must
be at least five (5) and not more than fifteen (15), every incorporator is
subscriber of at least one share, and majority of the incorporators are
residents of the Philippines.
15. Are foreigners allowed as incorporators?
Yes provided that all requirements for incorporators are complied with and
provided further that the business activity of the corporation is not fully
reserved for Filipino ownership.
16. Can all incorporators be foreigners?
Yes. Provided that a ll the requirements for incorporators under the
Corporation Code are complied with and this is true for registration under
the Foreign Investment Act of 1991 as amended by RA 8179.
17. How many Directors/trustees may a corporation have?
For a stock corporation, the number of directors must be at least five (5)
but not more than fifteen (15). For a non -stock corporation, the number of
trustees must be at least five (5) and could be more than fifteen. For
religious societies, the number of trustees must be at least five (5) but not
 more than fi fteen (15). For non -stock educational corporation, the number
of trustees must be at least five (5) but not more than fifteen (15) and the
number of trustees must be in multiples of five (5). And, for a corpor ation
sole, the trustee i s onl y one (1).
18. What are the requirements on directors/trustees?
a)Natural person and i s of legal age
b)Compliant with the required number required under the Corporation
Code
c)Majority of the di rectors are residents of the Philippines
d)Holder of at least one share or a member in case of non -stock
corporations
e)Not convicted by final judgement of an offe nse punishable by
imprisonment for a period exceeding six years, or a violation of the Code
committed within fi ve (5) years prior to the date of his election or
appointment.
19. What is the difference between directors and trustees?
For stock corporations, the appropriate term is “director”. For non -stock
corporations the appropriate term is “trustees”. In a non -stock corporations
however, the trustees may be called by other than trustees (i.e. directors)
provided that the term used is identified as such in the Articles of
Incorporation referring to trustees.
20. Can foreigners be elected as director?
Yes. Except in corporations whose business activities are hundred percent
reserved for Filipinos.
21. Is there any limit on the number of seat for foreigners in the board?
Yes. If the business activity is partly nationalized, the number of seat for
foreigners in the board of directors is in proportion of their present foreign
equity to the number of directors as stated in the Articles of Incorporation.
Also, the number of their seats should not exceed the proportion of the
allowable foreign equit y to the number of the directors in the AI in
accordance with Anti -Dummy Law.
22. If the corporation is registered under the Foreign Investment Act,
can foreigners be all the directors?
Yes. It is subject however to compliance with the requirements of the
Corporation Code on Directors (i.e. majority are residents of the
Philippines).
23. Can foreigner sit as trustee in a non -stock corporation?
Yes. If its a non -stock corporation and is engaged in partially nationalized
activities, the foreigners number of seat in the trustees should be compliant
with the provision of Anti -Dummy Law.
24. Is there any requirement of the Corporation Code on primary
purpose and secondary purposes to be indicated in the Articles of
Incorporation?
Yes. Under Sec. 15 of the Code it states that if there is more than one
purpose, indicate primary an d secondary purpose.
25. Is there any limit on number of secondary purposes?
None. As many secondary purposes a corporation would like to engage
except if the business activities in the primary and secondary are prohibited
by existing laws to be in the Articles of Incorporation of one and the same
corporate entity.
26. What are business activities not allowed to be in the primary and
secondary purposes at the same time?
a)Business activities of overseas recruitment and travel agency cannot be
in single entity pursuant ot the implementing rules and regulations of the
Labor Code of the Phili ppines;
 b)A corporation sole or religious society and school as the school should
be incorporated distinct with a religious corporation.
27. Are there business activities that no foreign’s ownership is allowed?
Yes. These busine ss activities are fully reserved to Filipino citizens as
follow:
a)Mass Media
b)Practice of professions
c)Retail trade enterprises with paid -up capital of less than US$2,500,000
d)Pri vate Security Agencies
e)Small scale mining
f)Utilization of marine resou rces in archipelagic waters, territorial sea,
and exclusive eonomic zone as well as small -scale utilization of natural
resources in rivers, lakes, bays and lagoons
g)Ownership, operation and management of cockpits
h)Manufacture of fi recrackers and other pr yrotechnic devices.
28. Are there business activities wherein up to twenty five percent
(25%) foreigners ownership is allowed?
Yes. Participation of foreigners to the extent of 25% is allowed in the
following:
a)Pri vate radio communications network
b)Pri vate recruitment whether for local of overseas recruitment
c)Contract for the construction and repair of locally funded public wo rks
d)Contracts for the construction of defense related structures.
29. Are there business activities wherein up to thirty percent foreigner’s
ownership is allowed?
Yes. It’s the business activity of advertising.
30. Are there business activ ities wherein up to forty percent of
foreigner’s owenship is allowed?
Yes. These business activities are as follows:
a)Exploration, development and utilization of natural resources
b)Ownership of private lands
c)Operation of public utilities
d)Educational institutions other than those established by religious groups
and mission boards
e)Culture, production, milling, processing, trading except retailing of rice
and corn and acquiring, by barter, purchase or other wise, rice and corn
and the by-products thereof
f)Contracts for the supply of materials, goods and commodities to
government-owned or controlled corporation, company, agency or
municipality
g)Facility operator of an infrastructure or a development facility requiring
a public utility franchise
h)Operation of deep -sea commercial fishing vessel
i)Adjustment companies
j)Ownership of condominium units
k)Manufacture, repair, storage, and/or distribution of products and/or
ingredients requiring Philippine National Police (PNP) Clearance
l)Manufacture, repair, storage and/or distribution of products requiring
Deparment of National Defense (DND) clearance
m)Manufacture and distribution of dangerous drugs
n)Sauna and steam bathhouses, massage clinics and like other ac tivities
regulated by law because of risks posed to public health and morals
o)Domestic market enterprises with paid -in equity capital of less than the
equivalent of US$200,000
p)Domestic market enterprises, which involved advanced technology or
employ at least fi fty direct employees with paid -in equity capital or less
than the equivalent of US$100,000
31. Are there business activities wherein foreigner’s ownership could be
more than forty (40) percent up to one hundred percent?
Yes.
a)Export enterprises and
b)Domestic market enterprises with paid -in equity capital of at least the
equivalent of US$200,000
c)Domestic market enterprises, which involved advanced technology or
employ at least fi fty direct employees with paid -in equity capital of at
least the equivalent of US$100,000
32. Are practices of professions allowed in corporate form?
The general rule is NO. However, there are practices of professions
allowed now in corporate form as follow
a)Practice of architecture
b)Practice of interior design
c)Practice of real estate services
d)Practice of customs brokerage
33. What is authorized capital stock?
This is the total amount of shares a corporation is allowed to issue if the
shares have a par value. If the shares do not have a par value, the
corporation does not have an authorized capital stock but it has an
authorized number of shares it may issue.
34. What is subscribed capital stock?
It refers to the total number of shares issued or subscribed by the
stockholders.
35. What do you mean by pre -incorporation subscription?
It refers to the required number of shares to be subscribed for purposes of
incorporation. The pre -incorporation subscription should be stated in the
Articles of Incorporation.
36. Is there a minimum amount of subscribed capital stock?
Yes. Under the Corporation Code, at least 25% of the amount subscribed
must be paid -up.
37. Is there a minimum amount of paid -up capital stock?
Yes. Under the Corporation Code, at least 25% of the amount subscribed
must be paid-up and in no case be less than Five Thousand (P5,000.00)
Pesos. The foregoing amount however shall not apply, if there is a law, rule
or regulation of other regulatory agencies requiring a higher minimum paid -
up capital.
38. What is paid-in capital?
It refers to the amount paid by subcribers over and above the par value of
shares or the issue val ue in no -par value shares.
39. What are the considerations for issuance of shares?
Under Sec. 62 of the Corporation Code, stocks shall not be issue d for a
consideration less than the par or issued price thereof. Consideration for
the issuance of stock may be any or a combination of any two or more of
the following:
(1)Actual cash paid to the corporation;
(2)Property, tangible or intangible, actually received by the corporation
and necessary or convenient for its use and lawful purposes at a fair
valuation equal to the par or issued value of the stock issued;
(3)Labor performed for or services actually rendered to the corporation;
(4)Previously incurre d indebtedness of the corporation;
(5)Amounts transferred from unrestricted retained earnings to stated
capital; and
(6)Outstanding shares exchanged for stocks in the event of
reclassi fication or conversion. Where the consideration is other than
actual cash, or consists of intangible property such as patents or
 copyrights, the valuation thereof: shall intially be determined by the
incorporators or the board of directors, subject to the approval by the
Securities and Exchange Commission.
40. What is contributed capital?
It refers to the amount contributed to non -stock corporations.
41. Is there a minimum amount for contributed capital in non -stock
corporations?
Any amount will suffice as a general rule. However, in the case of
registration of a “foundation”, the minimum contributed capital is
P1,000,000.00. The amount is required to be deposited in the bank in the
name of the treasurer -i n-trust. For registration, a bank certificate of deposit
is required for the P1,000,000.00.
42. If the payment is other than cash for shares, what are the additional
requirements for each and every consideration for the issuance of
shares?
The additional requirements are as follow:

a.Land and/Building/Condominium unit

1. Detailed schedule of the property showing the registered owner,

location area, TCT/CC No., tax declaration No., and the basis of transfer
value (appraised/market value/assessed value/zonal value) certified by
the treasurer

2. Copy of TCT/CCT and tax dec laration sheet certified by Register of

Deeds and Assessor’s Office, respectively

3. Latest zonal value certfied by BIR, if transfer value is based on zonal

value

4. Appraisal report by authorized appraiser, if transfer value is bases on

appraised value (n ot more than 6 month old)

5. Deed of assignment

6. If property i s mortgaged, submit mortgagee/credits certification on the

outstanding loan balance and written consent to the transfer of property

7. For assignment of building where assignsor is nor owner o f the land,

submit lease contract on land and consent of landowner to the transfer

8. Affidavit of Undertaking by an incorporator of the corporation to submit

the proof of transfer to the corporation within the prescribed period

a.Untitled Lands

1. Certification of the Barangay Chairman where the property is located,

and at least two (2) adjoinining property owners or possessors, attesting
that the subject land had been in the possessor’s open, peaceful,
continuous and uninterrupted exclusive possession in the concept of an
owner for at least thirty (30) years and the possessor had been introduced
improvements thereof, if any
2. Duplicate original or certified true copies of the tax declaration sheets

3. Latest realty tax receipts

4. Affidavit by the transfe ror attesting continuous and open possession of

the property and that the property is not tenanted

5. Affidavit of Non -Tenancy executed by Barangay Chairman of place

where the property i s l ocated

6. Duplicate original or certified true copies of any deed, conveyance,

mortgage, lease or other voluntary instrument affecting the property
recorded in the Register of Deeds for the province or city where the land
is situated

7. Affidavit executed by the transferor attesting to the:

a. Existence (or non -existence) of easements over the untitled property
b. Kind/description of the easement and its location
c. Whether the transferor is the dominant estate or the servient estate, by
virtue of such easements

8. Under oath undertaking of the tranferor/subscriber to answ er for any

liability that the corporation might incur by virtue of the acceptance of
said property as paid -up capital

9. Clearance or certifi cation from the Department of Agrarian Reform

(DAR) attesting the fol lowing:
a. There i s no other cl aimant to the u ntitled land
b. It has not issued any Certificate of Land Ownership Award (CLOA) over
the property to any other party or
c. The land is exempt from the coverage of the Comprehensive Agrarian
Reform Program (CARP)

10. Blue print Survey of the Plan as approv ed by the Bureau of Lands

11. Detailed schedule of the property showing its registered owner,

location, area, tax decl aration number and the basis of tranfers value
(market value/assessed value/zonal value or appraised value)

12. Latest zonal valuation cer tified by BIR, if transfer value is based on
zonal value

13. Appraisal report by authorized appraiser, if transfer value is based on

appraised value (not more than 6 month old)

14. Deed of assignment

15. Affidavit of undertaking to submit certified true co py of the original

certificate of title in the name of tranferee -corporation within one (1) year
from the date of receipt of the approval of the application
c.Inventories/Furniture/Personal Properties
1. Detailed schedule of the properties showing the desc ription and the
transfer value certi fied by the treasurer

2. Deed of assignment

d.Heavy Equipment and Machinery

1. Detailed schedule of the property showing the description and transfer

value certified by the treasurer

2. Appraisal report by authorized appraiser (not more than 6 month old).

If the property i s imported, valuation -report with description of the
property by the Bangko Sentral ng Pilipinas.

3. Deed of assignment

e.Shares of Stock

1. Detailed schedule of the shares of stock showing the name of

stockholder, stock certificate number, number of shares and the basis of
transfer value whether market or book value certified by the treasurer

2. Audited financial statements of the investee company as of the last

fiscal year stamped received by BIR and SEC

3. Deed of Assignment

4. Certification by the Corporate Secretary of the investee company that

the shares of stock are outstanding in the name of assignor

5. Photocopy of the stock certificate (present original for ve rification)

6. Latest market quotation in newspaper or certification from stock

exchange/broker as to latest market price of the shares of stock (if listed
in the Stock Exchange)

7. Affidavit of Undertaking by an incorporator of the corporation to submit

the required proof of the transfer within the prescribed period

f.Motor Vehicle

1. Detailed schedule of the motor vehicle showing the registered owner,

make/model, plate number, chassis number, motor number, certificate of
registration number and market val ue certified by the treasurer

2. Photocopy of the Certificate of Registration and latest Official Receipt

of Registration (present the original for verification)

3. Appraisal report by authorized appraiser (not more than six month old)

4. Deed of assignmen t
5. Affidavit of undertaking by an incorporator of the corporation to submit
the required proof of transfer within the prescribed period

g.Sea Vessel/Aircraft

1. Detailed schedule of the vessel/aircraft showing registered owner,

registry number, technical description, and appraised value certified by
the treasurer

2. Certified true copy of the certificate of ownership

3. Appraisal report by authorized appraiser (not more than 6 month old)

4. Certificate of seaworthiness/airworthiness issued by appropriate

government agency

5. Deed of assignment

6. Affidavit of Undertaking by an incorporator of the corporation to submit

the required proof of transfer within the prescribed period

h.Intangible

1. Photocopy of the System Purchase Agreement or any documents as

proof of ownership (for a software)

2. Copy of certi ficate of Registration of Intellectual Property Rights,

mining permit for mining claims or rights

3. Appraisal report by an accredited appraisal company or licensed Filipino

mining engineer for mi ning righ ts/claims (not more than 6 month old)

4. Deed of Assignment

i.Net Assets (by way of conversion of single proprietorship/partnership

into corporation or by spin -off)

1. Audited Financial Statements (AFS) of single

proprietorship/partnership/division of a corporation for spin -off as of last
fiscal year

2. Long-form audit report of item no. 1

3. Deed of Assignment of the assets and liabilities to the corporation

4. List of creditors showing the amount due to each creditor as of date of

the AFS certified by the auditor or certified under oath by the company
accountant and written consent of creditors

5. Detailed schedule of properties with certificate of registration/title and

their respective book values certified by the company accountant
 6. Photocopy of the certificate of registration of the motor vehicles
(present original for verification)

7. Copy of TCT/CCT and tax declaration sheets certified by the Register of

Deeds and Assessor’s Office, respectively

8. Photocopy of stock certificate (present original for verification)

9. DTI Certificate of Registration (for single proprietorship)

10. Affidavit of Undertaking by an incorporator of the corporation to

submit the requi red proof of transfer within the prescribed period
43. What are the classifications of shares of stock?
The shares of stock may be classified as common, founders, preferred, par
or no-par value shares, voting or non -voting shares and redeemable s hares.
44. What are the features of common shares?
Common shares must always be voting shares. Common shares can be par
value shares or no -par shares.
45. What are the features of preferred shares?
Preferred shares must always be par value shares. Preferred shares can be
voting or non -voting shares. The preferred shareholders may be given
preference in the distribution of the assets of the corporation in case of
liquidation and in distribution of div idends, or such other preferences as
may be stated in the articles of incorporation.
46. What are the features of founders’shares?
Founders’shares classi fied as such in the articles of incorporation may be
given certain rights and privileges not enjoyed by the owners of other
stocks, provided that where the exclusive right to vote and be voted for in
the election of directors i s granted, it must be for a limited period not to
exceed five (5) years subject to the approval of the Securities and Exc hange
Commission. The fi ve -year period shall commence from the date of the
aforesaid approval by the Securities and Exchange Commission.
47. What are the features of redeemable shares?
Redeemable shares may be issued by the corporation when expressly so
provided in the articles of incorporation. They may be purchased or taken
up by the corporation upon the expiration of a fixed period, regardless of
the existence of unrestricted retained earnings in the books of the
corporation, and upon such other terms and conditions as may be stated in
the articles of incorporation, which terms and conditions must also be stated
in the certificate of stock representing said shares.
48. What are the features of no -par value shares?
Shares of capital stock issued without par value shall be deemed fully paid
and non-assessable and the holder of such shares shall not be liable to the
corporation or to its creditors in respect thereto. Shares with out par value
may not be issued for a consideration less than the value of Five (5.00)
pesos per share. The entire consideration received by the corporation for
its no-par value shares shall not be available for distribution as dividends.
49. Are there corporate entities not allowed to issue no -par value
shares?
Yes. They are banks, trust companies, insurance companies, public utilities,
and building and loan associations.
50. Do we allow domestic corporations as hundred percent owned by
foreigners?
Yes. The registration will be under the Foreign Invest ment Act of 1991
(FIA), as amended by R.A. 8179. The Foreign Investment Negative List will
 serve as guide to allow registration. The corporation may be registered as
export or as domestic market enterprise.
51. What is an export enterprise under FIA?
The term “export enterprise” shall mean an enterprise wherein a
manufacturer, processor or service (including tourism) enterprise exports
sixty percent (60%) or more of its output, or wherein a trader purchases
products domesticall y and exports sixty percent (60%) or more of such
purchases.
52. What is domestic market enterprise under FIA?
The term “domestic market enterprise” shall mean an enterprise, which
produces goods for sale, or renders services to the domestic market entirely
or if exporting portion of its output fails to consistency export at least sixty
percent (60%) thereof.
53. What are the requirements for treasurer?
Treasurer must be Fi lipino citizen in corporations with fully or partly
nationalized business activities in view of the provisions of the Anti -Dummy
Law. However, in non -nationalized business activities, t he foreigner is
allowed as treasurer.
54. What is a transfer clause?
It is stated as follows i n the articles of incorporation: No transfer of stock
or interest which shall 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 perm itted to be recorded in the proper books of the
corporation and this restriction shall be indicted in all stock certificates
issued by the corporation.
55. When is a transfer clause required in the articles of incorporation?
It is required to be set forth in the articles of incorporation of corporations
which will engage in any business or activity reserved for Filipino citizens.
56. Is there a need to have AI notarized?
Yes. Notarial Acknowledgement of the Articles of Incorporation is required
under the Corporation Code.
57. What are the contents of By -laws?
A pri vate corporation may provide in its by -laws for:
(1)The time, place and manner of calling and conducting regular or special
meetings of the di rectors or trustees;
(2)The time and manner of calling and conducting regular or special
meeting of the stockholders or members;
(3)The required quorum in meeting of stockholders or member and the
manner of voting therein;
(4)The form for proxies of stockholders and members and the manner of
voting them;
(5)The quali fications, duties and compensation of directors or trustees,
officers and employees;
(6)The time for holding the annual election of directors or trustees and
the mode of manner of giving notice thereof
(7)The manner of election or appointment and the term of office of all
officers other than directors or trustees;
(8)The penalties for vi olation of the by -laws;
(9)In the case of stock corporation, the manner of issuing stock
certificates; and
(10)Such other matters as may be necessary for the proper or convenient
transactions of its corporate business an d affairs.
58. What is the requirement on annual meeting?
The annual meeting date should be a specific date (i.e. January 28).
59. What is the requirement on the fiscal year?
The fi scal year could be calendar year or a twelve -month period.
61. If the BL is filed after incorporation, what are the requirements?
Three copies of By-laws signed by stockholders representing majority of the
outstanding capital stock or majo rity of the members in case of non -stock
corporation and the adooption was certified by majority of the board and
the corporate secretary that the by -laws was adopted by the votes required
under the Corporation Code.
60. Can BL be filled simultaneous with the Articles of Incorporation?
Yes. The By-laws must be signed by all of the incorporators