Articles of Incorporation: How to Write, Amend, and Find Sample Templates in the Philippines

June 11, 2025

Starting a corporation is an exciting step for any entrepreneur, but it comes with strict legal requirements. One of the most difficult to write is the Articles of Incorporation. This foundational document outlines your business’s structure and purpose, serving as a legal blueprint for your corporation. Major shifts in your business might also require you to amend your Articles of Incorporation.

Whether you’re starting a business or amending an existing document, we’ll help you understand the Articles of Incorporation and find sample templates.

What Are Articles of Incorporation?

In the Philippines, an Articles of Incorporation is a legal document filed with the Securities and Exchange Commission (SEC) to formally register a corporation, whether one person, domestic, or foreign corporation. It establishes the corporation as a separate legal entity and outlines its purpose, structure, and governance. This document is mandatory under the Revised Corporation Code of the Philippines (Republic Act No. 11232) and must meet specific requirements to be approved.

The Articles of Incorporation typically include:

Corporate Name: The business name must be unique, as verified by the SEC’s online database. Also include “Inc.,” “Corporation,” or “Corp.” as part of the name.
Purpose Clause: A statement of the corporation’s primary and secondary purposes, specifying its business activities.
Principal Office Address: The exact location of the corporation’s main office in the Philippines.
Term of Existence: The duration of the corporation, usually perpetual unless otherwise stated.
Capital Stock: Details on authorized capital, subscribed shares, paid-up capital, and share classes (e.g., common or preferred).
Incorporators: Names, nationalities, and addresses of at least five but not more than 15 incorporators, all of whom must be of legal age and hold at least one share.
Directors and Officers: Names of the initial board of directors (minimum five, maximum 15) and key officers, such as the treasurer.
Other Provisions: Optional clauses, such as restrictions on share transfers or pre-emptive rights.

These requirements vary depending on the type of corporation you’re registering. For example, a one-person corporation does not require a board of directors. Meanwhile, a non-stock corporation will focus on its purpose rather than capital stock.

Writing an Articles of Incorporation can be complex, especially since each business has unique requirements. That is why making one is typically done with professional help like from a business registration service.

How to Write an Articles of Incorporation

Drafting Articles of Incorporation in the Philippines requires compliance with SEC guidelines. Here are the basic steps:

Verify Corporate Name: Use the SEC’s online Company Name Verification System to ensure your business name is unique and compliant with naming rules (e.g., no offensive terms or similarity to existing names).
Prepare Required Information: Gather details on incorporators, directors, and capital structure. At least 60% of incorporators must be Filipino citizens for domestic corporations, though certain industries (e.g., retail) may require 100% Filipino ownership.
Draft the Document: You can draft an Articles of Incorporation by inputting the required information into SEC’s eSPARC (Electronic Simplified Processing of Applications for Registration of Companies) portal during your online registration.

You may download the document once you’ve finished. You may also use the SEC’s standard templates, available on their website, or customize one to include all required elements.

Secure Supporting Documents: Prepare additional requirements, such as a Treasurer’s Affidavit certifying the paid-up capital, a bank certificate for deposits, and barangay clearance for your office address.
File with the SEC: Register through the SEC’s eSPARC online portal or in person by submitting printed documents at an SEC office. Pay the filing fee, which varies based on authorized capital.
Obtain a Certificate of Incorporation: Once approved, the SEC will issue you a Certificate of Incorporation.

How to Amend an Articles of Incorporation

Business needs may change, requiring amendments to the Articles of Incorporation, such as updating the corporate name, increasing capital stock, or revising the purpose clause. Here’s how to amend:

Check SEC Requirements: Review the Revised Corporation Code and SEC guidelines for amendments. Most changes require approval from the board of directors and at least two-thirds of shareholders.
Draft the Amendment: Prepare an “Amended Articles of Incorporation” document, specifying the revised article and new wording. Include a cover letter explaining the changes.

You can find the Amendment forms on the SEC Official Website. Make sure to download the correct forms for your type of corporation and amendment.

Obtain Approvals: Hold a board meeting and a shareholders’ meeting to approve the amendment. Document the resolutions in meeting minutes.
File with the SEC: Submit the amended document via the SEC eSPARC portal or in person, along with supporting documents (e.g., board resolution, minutes). Pay the amendment fee, typically PHP 1,000–PHP 5,000, depending on the change.
Update Records: Notify the BIR, banks, and other agencies of significant changes, such as a new corporate name or address.

The process differs based on the type of corporation and amendment. Don’t hesitate to consult a legal professional for expert guidance.

Finding Sample Templates

Sample templates can help you make your own Articles of Incorporation. Always ensure templates comply with the Revised Corporation Code and SEC regulations. Here is how you can get a template:

SEC’s eSPARC: As mentioned earlier, you no longer have to use premade templates to create your Articles of Incorporation. You can now enter the required details into the SEC’s eSPARC online portal and download a generated copy of your Articles of Incorporation.
SEC Website: The SEC provides free downloadable templates for Articles of Incorporation.

Alternatively, a business registration service can provide a custom template tailored to you and assist with writing the Articles of Incorporation.

Final Thoughts

Writing and amending Articles of Incorporation in the Philippines is a complex process requiring strict legal compliance. Inaccuracies can lead to registration delays or even denial. Due to the varying requirements of different corporations, we highly recommend you seek assistance from a professional business registration service for expert guidance.

Are You Registering a Business for the First Time? Here’s Where to Find Assistance.

Registering a business in the Philippines can be a complex and challenging process. With numerous permits and licenses required by the government, it’s easy to miss a document or forget to renew it. Unfortunately, this can lead to costly fines or even force your operations to shut down.

That’s where Triple i Consulting comes in. Our team of experienced lawyers and accountants provides comprehensive support for your business registration, so you don’t have to stress over the paperwork. Our expertise and network enable us to streamline your registration process, ensuring it’s completed swiftly and correctly.

We’ll handle the permits and renewals so you can focus on what matters most—running your business and achieving financial success.