V.

PARTNERSHIP AND CORPORATION FORMS

FORM NO. 73. Articles of General Partnership
Articles of Partnership
Of
________________________
KNOW ALL MEN BY THESE PRESENTS:
That, we the undersigned, all of legal age and residents of the republic of
the Philippines, have agreed to amend a general partnership under the terms
and conditions herein set forth and subject to the provisions of existing laws of
the Republic of the Philippines.
AND WE HEREBY CERTIFY:
ARTICLE I. That the name of the partnership shall be
________________________.
ARTICLE II. That the principal office of the Partnership shall be located
________________________________________________.
ARTICLE III. That the names, citizenship, and residence of the partners
of said partnership are as follows:
Name Residence Citizenship
_____________________ _____________________ _____________________
_____________________ _____________________ _____________________
_____________________ _____________________ _____________________

ARTICLE IV. That the term for which said partnership is to exist is
________________ (_____) years from the original recording of the said
partnership by the Securities and Exchange Commission.
ARTICLE V. That the purposes for which said partnership is performed
are as follows:
___________________________________________________________________
_____________________________________________________________.
ARTICLE VI. That the capital of this partnership shall be One Hundred
Thousand Pesos, Philippine Currency contributed in cash by the partners as
follows:
 Name Amount Contributed
____________________ __________________________________
____________________ __________________________________
____________________ _________________________________
TOTAL
That no transfer which will reduce the ownership of Filipino citizens to
less than the required percentage of capital shall be recorded in the proper
books of the partnership.
ARTICLE VII. That the profits and losses shall be divided pro-rata among
the partners.
ARTICLE VIII. That the firm shall be under the management of
________________________ as General Manager and as such he/she shall have
charge of the management of the affairs of the partnership.
ARTICLE IX. That the partners undertake to change the name of the
partnership immediately upon receipt of notice or directive from the Securities
and Exchange Commission that another partnership, corporation 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 this ______ day
of __________________, 2______ at ________________, Philippines.
___________________________ ___________________________
Signature of Partners Signature of Partners

Signed in the presence of:

___________________________ ___________________________

ACKNOWLEDGMENT
FORM NO. 74. Articles of Limited Partnership 68
ARTICLES OF PARTNERSHIP
Of
“___________________________, LTD.”
KNOW ALL MEN BY THESE PRESENTS:
These Articles of Partnership, made and executed by and among:
__________________________, general partner, (citizenship), residing at
___________________________;
___________________________, limited partner, (citizenship), residing at
___________________________;
___________________________, limited partner, (citizenship), residing at
___________________________; all legal age, witnesseth:
1. That the above-named partners have formed a limited partnership
among themselves under the name and style of ___________________________
Ltd.;
2. That the purposes for which the said partnership is formed are:
(state the object or character of the business);
3. That the principal place of business of the partnership shall be at
______________________________________________________;
4. That the term for which this partnership is to exist shall be
________ years from and after the execution of this agreement;
5. That the capital of this partnership shall be ________________
PESOS69 (₱_______________), Philippine currency, contributed by the partners,
as follows:
_____________________ (general partner) ₱ _____________________;
_____________________ (limited partner) ₱ _____________________; and
_____________________ (limited partner) ₱ _____________________;
6. _______________________, general partner, is hereby designated as
manager of the partnership, with a monthly salary of ₱ __________________;
7. That the profits and losses shall be apportioned among the
partners of the partnership _______________________ (state in what proportion
they shall share in the profits and in the losses.) 70
 IN WITNESS WHEREOF, we have hereunto set our hands this ______ day
of __________________, 2______ at ________________, Philippines.
____________________________
____________________________
____________________________
(Signature of Partners)
WITNESS:
___________________________ ___________________________

ACKNOLEDGMENT
FORM NO. 75. Pre Incorporation Subscription Agreement
SUBSCRIPTION AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned, hereby subscribe for __________________________
(_______) share(s) of the common stock with a par value of ₱ ___________/share
of ____Name of Corporation____, a corporation which shall be organized and
registered in accordance with the provisions of the Corporation Code, as
amended. I agree to pay the amount of ___________________________
(₱__________), Philippine Currency, upon demand of the Treasurer of the
Corporation. It is hereby agreed that the stock certificate shall only be issued
and __________________
Delivered upon receipt of the full payment of my subscription in the
corporation.
__________________, Philippines
___________________________
Subscriber
SIGNED IN THE PRESENCE OF:
___________________________ ___________________________
ACKNOWLEDGMENT

FORM NO. 76. Pre Incorporation Agreement with One

Incorporator to Advance the Payment of Shares
 AGREEMENT
KNOW ALL MEN BE THESE PRESENTS:
This Agreement is entered into by and between: _______________________, of
legal age, Filipino,(single/married/widow), and a resident of
___________________________, Philippines, hereinafter referred to as the
“First Party”;
-and-
__________________, likewise of legal age, Filipino, (single/married/widow),
and a resident of ___________________________, Philippines, hereinafter
referred to as the “Second Party”;
WITNESSETH; That:
WHEREAS, the Second Party intends to subscribe ___________________
(______%) Percent of the initial issuance of shares of __Name of Corporation__, a
corporation that is in the process of incorporation and registration;
WHEREAS, the First Party is able and willing to advance the paid-in
amount of the said subscription intended to be made by the Second Party;
NOW, THEREFORE, for and in consideration of the foregoing premises,
Parties hereby agree and covenant as follows:
1. The Second Party will be an incorporator of __Name of Corporation__,
with a subscription of _________________ (_______%) Percent of the initial
issuance of shares in the said corporation or a total of _______________
(_________) shares with a par value of ₱____________/share and will pay up the
amount of ₱ ____________ upon incorporation;
2. That during the incorporation of the said corporation, the First Party
shall advance the amount of ₱ ____________ mentioned in the immediately
preceding paragraph which will represent the amount paid-up by the Second
Party in the Articles of Incorporation and corporate records of __Name of
Corporation__;
3. That the said advance to be made by the First Party shall be paid by the
Second Party by way deductions from dividends that may be declared and
distributed in the course of the operation of the said corporation until fully
satisfied;
4. That before the said advance made by the First Party is fully satisfied in
accordance with the manner provided for in the immediately preceding
paragraph, the shares to be listed in the name of the Second Party shall be
considered as merely held in-trust for the First Party to the extent of the
amount that is not yet satisfied.
 IN WITNESS WHEREOF, we have hereunto affixed our signatures this
____________ day of _________, 2______, in the City of _______________,
Philippines.
___________________________ ___________________________
First Party Second Party

SIGNED IN THE PRESENCE OF:

___________________________ ___________________________
ACKNOWLEDGMENT

FORM NO. 77. Articles of Incorporation of a Stock Corporation

ARTICLES OF INCORPORATION
OF
___________________________
KNOW ALL MEN BY THESE PRESENTS:
That we, all of legal age, citizens and residents of the Republic of the
Philippines, have this day voluntarily associated ourselves together for the
purpose of forming a corporation under the laws of the Philippines.
AND WE HEREBY CERTIFY:
FIRST: That the name of the said corporation shall be:
______________________________________________________.
SECOND: A. That the purposes for which said corporation is formed are:
______________________________________________________.
B. That the corporation shall have all the express powers of a corporation
as provided for under section 36 of the Corporation Code of the Philippines.
THIRD. That the place where the principal office of the corporation is to be
established is at: ______________________________________________________
FOURTH. That the term for which the corporation is to exist is FIFTY (50)
years from and after the date of issuance of the certificate of incorporation.
FIFTH. That the names, nationalities, and residences of the incorporators
are as follows:
Name _____________________ _____________________
_____________________ _____________________ _____________________
Nationality _____________________ _____________________
_____________________ Address _____________________

SIXTH. That the number of directors of the corporation is five (5) who are
also the incorporators.
SEVENTH. That the authorized capital stock of the corporation is
____________________________ (₱ ____________) pesos in lawful money of the
Philippines, divided into ______________ shares with a par value of
___________________ pesos per share.
EIGHT. That the subscribers to the capital stock and the amount paid-in
to their subscription are as follows:
No. of Amount Amount
shares subscribed Paid
Name Nationality
subscribed
__________ __________
__________ __________
__________
__________ __________
__________ __________
__________
__________ __________
__________ __________
__________
__________ __________
__________ __________
__________
__________ __________
__________ __________
__________

NINTH. That 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 ______________________ 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 set our hands this ______ day of
__________________, 2______ at ________________, Philippines.

___________________________ ___________________________
TIN TIN
___________________________ ___________________________
TIN TIN
___________________________
TIN
WITNESS:
___________________________ ___________________________

ACKNOWLEDGMENT

TREASURER’S AFFIDAVIT
REPUBLIC OF THE PHILIPPINES )
CITY OF _____________________ ) S.S.
I, ___________________________, being duly sworn, depose and say: That I
have been elected by the subscribers of the corporation as Treasurer thereof, to
act as such until my successor has been duly elected and qualified in
accordance with the by-laws of the corporation, and that as such Treasurer, I
hereby certify under oath that at least 25% of the authorized capital stock of
the corporation has been subscribed and at least 25% of the subscription has
been paid, and received by me in cash for the benefit and credit of the
corporation.
This is also to authorize the Securities and Exchange Commission and
Bangko Sentral ng Pilipinas to examine and verify the deposit in the
___________________________, _______________ in my name as treasurer in trust
for __________________________________________ in the amount of
_________________________________ (₱________________) representing the paid-up
capital of the corporation which is in the process of incorporation. This
authority is valid and inspection of said deposit may be made even after the
issuance of the Certificate of Incorporation to the corporation. Should the
deposit be transferred to another bank prior to or after incorporation, this will
serve as authority to verify and examine the same. The representative of the
Securities and Exchange Commission is also authorized to examine the
pertinent books and records of account of the corporation as well as all
supporting papers to determine the utilization and disbursement of the said
paid-up capital.
In case the said paid up capital is not deposited or withdrawn prior to
the approval of the articles of incorporation, I, on behalf of the above-named
corporation, waive our right to a notice and hearing in the revocation of our
Certificate of Incorporation.
___________________________
Treasurer
SUBSCRIBED AND SWORN to before me this _____ day of ____________,
2______ at ________________________, Philippines, affiant exhibiting to me his
_______________________ issued at ____________________ on ________________.
NOTARY PUBLIC
Treasurer’s Affidavit with Foreign Subscriber
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF _________________ ) S.S.
x------------------------------------------x
TREASURER’S AFFIDAVIT
I, ____________________, Filipino, of legal age, (single/married/widow),
and a resident of ____________________, Philippines, after being sworn to in
accordance with law, depose and state:
That I have been elected by the subscribers of the ___Name of
Corporation__ as Treasurer thereof, to act as such until my successor has been
duly elected and qualified in accordance with the by-laws of the corporation,
and that a such Treasurer, I hereby certify under oath that at least twenty-five
(25%) percent of the authorized capital stock has been subscribed and at least
twenty-five (25%) percent of the subscription has been paid and received by me
in cash for the benefit and credit of the corporation.
 That one of the subscribers, ____________, is an (U.S. citizen), and
(he/she) has subscribed to _______________ shares with a total value of
___________________________ (₱____________) and has fully paid his subscription
in the Philippines Currency which amount was duly received by me to the
benefit and credit of the corporation.
This is also to authorized the Securities and Exchange Commission (SEC) and
Bangko Sentral ng Pilipinas (BSP) to examine and verify the deposit in the
__Name of Bank__ (_______________________________), in the amount of
___________________________ (₱___________________) representing the paid-up
capital of the said corporation which is in the process of incorporation. This
authority is valid and inspection of said deposit may be made even after the
issuance of the Certificate of Incorporation to the corporation. Should the
deposit be transferred to another bank prior to or after incorporation, this will
also serve as authority to examine the pertinent books and records of accounts
of the corporation as well as supporting papers to determine the utilization and
disbursement of the said paid-up capital.
TREASURER-IN-TRUST
(JURAT)