a. Incorporators; Number and Qualifications

Number and Qualifications of Incorporators

• Incorporators – Incorporators are those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof (Sec. 5)¹.

Note: Amendments were introduced by the RCC removing the qualifications to be natural persons, and majority must be residents of the Philippines.

They must:

• Be a natural person, partnership, association or corporation, singly or jointly with others but not more than fifteen (15);

A corporation with a single stockholder is considered a One Person Corporation as described in Title XIII, Chapter III of the Revised Corporation Code (Sec. 10).

• may be composed of any combination of natural person/s, SEC-registered partnership/s, SEC-registered domestic corporation/s or associations, and foreign corporation/s (SEC MC no. 16-19)
• If natural persons, be of Legal Age;
• Each owns or subscribes to at least one share for stock corporations and be a member for non-stock corporations.

Note: Natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation (for the practice of such profession) unless otherwise provided under special laws.(Sec. 10)²

Additional Guidelines issued by the SEC(SEC MC no. 16-19):

• For Partnership as Incorporators:
• Application for registration must be accompanied with an affidavit, executed by all the partners, indicating that they authorized the partnership to be an incorporator and have designated one of the partners to sign the incorporation documents.
• Partnerships under Dissolved or Expired status with the SEC shall not be authorized to become an incorporator.
• For Domestic Corporations or Associations as Incorporators:
• Its investment in the new corporation must be approved by a majority of the board of directors or trustees ratified by the stockholders representing at least two-thirds (⅔) of the outstanding capital stock, or at least two-thirds (⅔) of the members in cases of non-stock corporations.
• A Directors'/Trustees' Certificate or a Secretary's Certificate, indicating the necessary approvals, as well as the authorized signatory to the incorporation documents, shall be executed under oath and submitted by the applicant.
• Domestic corporations under "delinquent", "suspended", "revoked" or "expired" status with the SEC shall not be authorized to become an incorporator.
• For Foreign Corporations as incorporators:
• The application for registration must be accompanied by a copy of a document duly authenticated by a Philippine Consulate or with an apostille affixed thereto, authorizing the foreign corporation to invest in the corporation being formed and specifically naming the designated signatory on behalf of the foreign corporation.