1. When can the SEC deny the registration of a Corporate Name?

In pursuance of Section 18 of the corporation code the SEC may deny the registration of a corporate
name due to the following grounds:

(1) if the proposed name of the corporation is identical or deceptively or confusingly similar
to that of any existing corporation,

(2) if the proposed name is identical or deceptively or confusingly similar to any other name
that is already protected by law, and

(3) the proposed name is patently deceptive, confusing, or contrary to existing laws.

2. What commitment is required of the incorporators in the AI concerning the Corporate Name?

The incorporators that are included in the Articles of Incorporation are required to recognize and
abide by Section 18 of the Corporation code, where in it does not allow the use of names that are
deceptively similar to already existing corporations that are already protected by the law. The
incorporators cannot just amend or go against the Articles of Incorporation.

3. If another corporation was allowed by the SEC to use a corporate name similar to your
CORPORATION, what is your remedy?

If another corporation tries to register or use a corporate name that is deceptively similar to the
name I am currently using for my corporation then the legal remedy that I would pursue is ask the
Commission to render a cease and desist order to the other corporation in question. The
Commission may hold the other corporation liable to be tried civilly, administratively or criminally in
pursuance of the corporation code, or may require them to register under a new name.

4. What is the purpose of the PURPOSE CLAUSE in the AI?

The purpose clause provided in the Articles of incorporation states the primary and secondary
purposes of a corporation as well as stating that the corporation has only such powers as expressly
granted to it by law and the Articles of Incorporation itself, which indicates the limitations of the acts
to be performed by the corporation and whether or not they are authorized to pursue such act in
accordance with their purpose.

5. Can a corporation adopt any PURPOSE for the Corporation?

Yes, the corporation is allowed so long as the corporation chooses a purpose that is not contrary to
law and that such purposes are not contradicting the primary purpose that they have submitted to
the SEC. A corporation can only adopt a purpose that are deemed to be lawful and in pursuance of
the kind of business that they are conducting, if these are not followed they may be brought up as
grounds for disapproval per the Corporation Code.

6. What is the Difference between the AI and By-laws?

The Articles of Incorporation are the very documents that are established and created in order to
primarily establish a corporation and is filled with the details of said corporation, it also contains
information such as the legal name of the business which is duly registered, the shares and its
amount in existence as well as its general purpose for the creation of the business. Meanwhile, the
by-laws are the set of rules that govern the relationship within the corporation, in essence it ideals
with how the corporation should run.
7. What do you think are the more important provision in the AI?

All of the provisions provided in the Articles of incorporation are important due to how they are all
placed under such articles in order to establish the corporation. However, the more important ones
come in the form of the name of the corporation, since it is the one that distinguishes the
corporation from other corporations as well as allowing it to pursue and conduct business
transactions. Another important part of it is the purposes provided, since it determines whether the
purposes of the corporation are deemed lawful and in compliance with the code, it also allows the
corporation to stay in track of its purpose and pursue it instead of doing other things that are not in
pursuance of the purpose.

8. Can provisions that are required to be contained in the AI be transferred to the By-laws? If it is
possible what do you think are the legal implication?

No, the provisions that are required to be in the Articles of Incorporation cannot be transferred to
the by-laws since the contents of the Articles of Incorporation are mandated by the Revised
Corporation Code, however, the provisions may be re-iterated in the by-laws. If they are placed in
the by-laws they may be rejected by the SEC per the reasoning that the corporation has a defective
incorporation.