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Form No.
1--Articles
of Incorporation Credit Financing Company
(Articles of
Incorporation Credit Financing Company)
ARTICLES OF INCORPORATION
OF
__________________________ CREDIT & FINANCE
CORPORATION
Know
All Men By These Presents:
That we, all of whom are of legal age
and residents of the Philippines, Filipinos, have on this day,
voluntarily associated ourselves together for the purpose of forming
a stock corporation under the laws of the Republic of the
Philippines:
AND WE DO HEREBY CERTIFY:
FIRST: That the name of the
Corporation shall be
__________________________ CREDIT & FINANCE
CORPORATION.
SECOND: That the specific
purposes for which said Corporation is formed are:
The purposes for which the
corporation is organized is to engage in general financing business
by extending credit facilities to consumers and to industrial,
commercial, or agricultural enterprises, either by direct lending or
by discounting, re-discounting or factoring commercial papers or
accounts receivable, or by buying and selling contracts, leases,
chattel mortgages, or other evidences of indebtedness, or by
financial leasing of movable as well as immovable property,
particularly as follows:
To undertake the acquisition and rental of all
kinds of real and personal properties, and any and all kinds of
accounts receivables, notes receivables, general agency, negotiable
instruments, letters of credit, acceptances, drafts, bills of
exchange and other evidences of indebtedness owned by any person,
partnership, corporation or association under such terms and
conditions as the corporation may deem fit, and to own, sell,
rediscount, mortgage, assign or otherwise dispose of such
properties, real or personal, accounts receivables, notes
receivables, general agency, negotiable instruments, letters of
credit, acceptances, drafts, bills of exchange, and other evidences
of indebtedness.
To undertake the business of a commercial credit
agency by the gathering, accumulation and evaluation and
consolidation of credit, financial and other allied information and
disseminating such information to clients or subscribers for a
monetary fee.
To receive, purchase, own, sell, hold, assign,
deposit, create trust with respect to, exchange, pledge, mortgage or
otherwise dispose of, and generally deal in and with all or any of
the following: all kinds of shares, stocks, voting trust
certificates, bonds, mortgages, debentures, trusts receipts, notes,
bills of exchange and other certificates, obligations, contracts,
chooses in action and evidences of indebtedness of any other
corporation, partnership or association, persons or governmental,
municipal or public authority, domestic or foreign, and to acquire,
purchase, sell or otherwise dispose of its own shares of capital
stock or any securities or other obligations of the corporation.
To extend credit facilities for home, building,
and for agricultural, commercial and industrial development.
To act or serve as the credit and collection
agency of individuals, firms or corporations.
To purchase, acquire, and take over all or any
part of the rights, assets, business and property of any person,
partnership, corporation or association, and to undertake and assume
the liabilities and obligations of such persons, partnership,
corporation or association whose rights, assets, business or
property may be purchased, acquired or taken over.
To undertake, subject to such terms and
conditions as the corporations may deem fit, the management and
financing of the operation of the business, industry or enterprise
of any person, partnership, corporation or association.
THIRD: That the place where
the principal office of the corporation is to be established or
located is at _____________,
Philippines.
FOURTH: That the term for
which the Corporation is to exist is
_____________ (________) 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 Residence
SIXTH: That the number of
directors of the Corporation shall be five (5) and that the
names, nationalities and residence of the Directors of said
Corporation who shall act as such until their successors are elected
and have qualified as provided for in the by-laws are as follows:
Name
Nationality Residence
SEVENTH: That the authorized
capital stock of the Corporation is
_____________ MILLION (P______,000.000.00)
PESOS in lawful money of the Philippines, divided into
__________________________ (_________)
shares with the a par value of
_____________ (P_________)
PESOS per share.
EIGHT: That the authorized
capital stock of the corporation has been fully subscribed
representing the sum of _____________
MILLION (P________,000,000.00)
PESOS, Philippine Currency, and at least twenty (25%) per cent of
the total subscription has been paid as follows:
Name Nationality Subscription Amount
Subscribed Amount Paid
NINTH: That
_____________ has been elected
by the subscribers as Treasurer of the corporation to act as such
until his/her 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 by the subscribers.
TENTH: That no transfer of
stocks or interest therein which will reduce the ownership of
Filipino citizens to less than the percentage of the capital stock
required by law shall be allowed or permitted to be recorded in the
Corporate Books and this restriction shall be indicated in the stock
certificates issued by the corporation. That in addition, any
stockholder or his heirs desiring to dispose of his shares
must give the FIRST OPTION to this corporation to purchase
the same at their net book value based upon the latest audited
financial statements of this corporation. The FIRST OPTION shall be
valid and exclusive for a period of THIRTY (30) days from receipt by
the corporation of the formal written offer to sell from the
shareholder. Upon the expiration of such THIRTY (30) days, if the
corporation has not exercised its FIRST OPTION totally or partially,
then the shareholder shall give the SECOND OPTION to fellow
shareholders at the same price and conditions as offered to the
corporation. This SECOND OPTION shall be valid and exclusive for a
period of THIRTY (30) days from receipt by fellow shareholders of
the notice of the expiration of the FIRST OPTION together with the
formal written offer to sell from the vendor-shareholder. Should
more than one fellow shareholder desire to exercise this SECOND
OPTION, the number of shares for sale shall be apportioned to them
in proportion to their existing shareholdings. Upon the expiration
of the SECOND OPTION and the second thirty-day period, if none of
the shareholders have exercised their SECOND OPTION totally or
partially, then the vendor-shareholder shall be free to sell the
shares to third persons at a price not lower and under terms and
conditions not more favorable than that offered in the FIRST and
SECOND OPTIONS. Any sale or transfer, directly or indirectly in
violation of the above conditions and restrictions shall be null and
void and shall not be registered in the books of the corporation;
Provided, however, that any transfer of shares by a
shareholder to his heir either by sale, donation, estate or
intestate succession, or otherwise, shall be EXEMPTED from the
afore-mentioned restrictions. The foregoing restrictions must
appear at the back of all stock certificate of the corporation.
ELEVENTH: That the corporation
manifests its willingness to change its corporate name in the event
another person, firm or entity has acquired a prior right to use the
said firm name or one deceptively or confusingly similar to it.
IN WITNESS WHEREOF, we have
hereunto affixed our signatures this
_____________, at the City of
_____________, Philippines.
(SIGNATURES OF ALL
INCORPORATORS)
SIGNED IN THE PRESENCE OF:
__________________ __________________
(ACKNOWLEDGMENT)
Form
No. 2--Articles
of Incorporation eCommerce eBusiness Company
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