PRESENT Forms of Corporation

a. Articles of Incorporation (Stock)

Definition
Articles of Incorporation are a series of formal documents that must be filed with a government
agency in order for a business to be legally founded.
Functions; when is the contract/document executed, and what for?
Articles of Incorporation generally contain relevant data, including the name of the firm, residential
address, agent for service of process, and the amount and type of stock to be issued.
 b. Articles of Incorporation (Non-Stock)
a. Definition
The Articles of Incorporation is a necessary document to form a corporation in the Philippines. A
corporation is an artificial or legal person that must be registered with the Securities and Exchange
Commision (SEC).
b. Functions; when is the contract/document executed, and what for?
A non-stock corporation is one in which no part of its income is distributed as dividends to its
members, trustees, or executives; however, any profit obtained incidental to its operations must be
used to further the purpose/s for which the corporation was formed whenever necessary or
appropriate (RCCP, Sec 86). A non-stock corporation is one that is formed or organized for
charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, civic
service, or similar purposes, such as trade, industry, agricultural, or similar chambers, or any
combination of these purposes, subject to the special provisions of this Title governing specific
classes of non-stock corporations (RCCP, Sec 87).
 c. Articles of Incorporation (One Person Corporation)
a. Definition
Articles of Incorporation of a one-person corporation are used to form a stock corporation with a
single stockholder. A single shareholder can be an individual, a trust, or an estate.
b. Functions; when is the contract/document executed, and what for?
The form has an acknowledgement that may be completed if all of the required information is
provided. The sole stockholder and, if applicable, the treasurer must physically present before the
notary public and produce proper identification to have their signatures on the instrument recognized
as their free and willing act. A current form of identity is considered valid (not expired). that was
issued by an official agency and bears the image and signature of the only stockholder and treasurer.
 d. General Information Sheet
a. Definition
General Information Sheets. Under Sections 26 and 141 of the Corporation Code, corporations are
required to submit the General Information Sheet (GIS) annually to the SEC, within 30 days after the
corporation's annual or special stockholders' meeting.
b. Functions; when is the contract/document executed, and what for?
The GIS, which includes the company's directors, trustees, and officers' names, nationalities, and
addresses, is accompanied by an oath certification signed by the Corporate Secretary, President, or
Chief Executive Officer.
 e. Notice of Meeting
a. Definition
A Notice of Meeting notifies a company's shareholders, directors, or other interested parties of a
corporate meeting's time, date, and location.
b. Functions; when is the contract/document executed, and what for?
This document specifies the meeting's date, time, and place, as well as the general nature of the
business to be discussed.
 f. Board Agenda
a. Definition
A clear agenda specifies action items and assigns who is accountable for addressing them, allowing
the board to move forward. The agenda also influences the meeting minutes.
b. Functions; when is the contract/document executed, and what for?
An agenda is a significant meeting tool that helps meeting facilitators keep meetings on track so that
they commence and conclude on time while giving enough time to discuss each agenda item. A
productive and efficient meeting is built on a well-planned agenda and an experienced meeting
facilitator.
 g. Board Resolution
a. Definition
A board resolution provides a formal means for boards to memorialize a decision reached by the
board of directors in writing.
b. Functions; when is the contract/document executed, and what for?
Board resolutions serve as a formal, legal record of major decisions made by the board. Furthermore,
several board resolutions serve as evidence of compliance.

h. Minutes of Meeting
a. Definition
Minutes are a tangible record of the meeting for those who attended as well as a source of
information for those who were unable to attend. Minutes are an official record of the acts taken by
the board or committee at a meeting, not a record of everything spoken.
b. Functions; when is the contract/document executed, and what for?
They serve a historical purpose, but they also serve a legal purpose by documenting the group's
adherence to the proper protocols and the association's bylaws.
 i. Proxy Agreement
a. Definition
A proxy statement is a document that contains the information that corporations are required by the
Securities and Exchange Commission (SEC) to present to shareholders in order for them to make
informed decisions about matters that will be discussed at an annual or special stockholder meeting.
b. Functions; when is the contract/document executed, and what for?
A proxy statement may include recommendations for new board members, director remuneration
data, bonus and option programs, and any disclosures made by the company's management.
 j. Secretary’s Certificate
a. Definition
A certificate signed and handed at the closure of a transaction by the secretary of a company (or, in
the case of an LLC without officers, a manager or managing member). The secretary's certificate
normally includes the following: Certified copies of the company's organizational documents.
b. Functions; when is the contract/document executed, and what for?
When changing the Articles of Incorporation, a Secretary's Certificate is necessary to demonstrate
that the alterations or revisions have been properly authorized by the requisite vote of the
corporation's stockholders or members. It is also required when the authorized capital stock is
increased or decreased.

k. Financial Statement
a. Definition
Financial statements are reports that highlight key financial accounting data about a company. The
balance sheet, income statement, and cash flow statement are the three primary forms of financial
statements.
b. Functions; when is the contract/document executed, and what for?
To offer information on an organization's activities, financial position, and cash flows. This
information is utilized by users of financial accounts to make resource allocation choices.
 l. By-laws
a. Definition
It is a rule or legislation that an organization or society has adopted in order to manage itself as
permitted or required by a higher authority. The higher authority, which is frequently a legislature or
another governing body, determines the degree of control that the bylaws may have.
b. Functions; when is the contract/document executed, and what for?
The purpose of corporate bylaws is to establish the organization's management structure, procedures,
and conflict resolution methods. The board of directors creates this legally binding document, which
serves as the corporation's operational manual.