f. Registration, Incorporation, and Commencement of Corporate Existence

Registration, Incorporation, and Corporate Existence

In forming a domestic corporation, the incorporators must execute and submit articles of incorporation that comply substantially with the statutory form prescribed by law¹. The articles of incorporation must set forth, among other details, the corporate name, the purpose or purposes of incorporation, identifying the primary and secondary purposes if there is more than one, the principal office location in the Philippines, the names, nationalities, and residence addresses of the incorporators, and a declaration of whether the corporation shall have perpetual existence or a specific term of years counted from the date of issuance of the certificate of incorporation¹.

With respect to the corporate name, the Commission shall disallow any name that is not distinguishable from one already reserved or registered for another corporation, or one that is protected by law, rules, and regulations². A name is not deemed distinguishable merely by the inclusion of words such as "corporation," "company," "incorporated," or "limited," or by variations in punctuation, articles, conjunctions, contractions, prepositions, abbreviations, tenses, spacing, or number². If an unauthorized or undistinguishable name is used, the Commission may summarily issue a cease and desist order against its use, require the registration of a new corporate name, and issue a certificate of incorporation under the amended name upon approval².

As to the duration of corporate existence, corporations enjoy perpetual existence unless their articles of incorporation provide otherwise³. A fixed corporate term may be extended or shortened through an amendment of the articles of incorporation, subject to the rule that no extension may generally be made earlier than three years prior to the expiry date³. Moreover, an expired corporation may apply for the revival of its corporate existence with the Commission, which, upon approval and issuance of a certificate of revival, revives its corporate existence, together with its rights, privileges, duties, debts, and liabilities; the revived corporation has perpetual existence unless its application for revival provides otherwise³.