Section 5 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, defines incorporators as those stockholders or members mentioned in the articles of incorporation as originally forming and composing the corporation and who are the signatories thereof. As such, incorporators are akin to founding fathers who started the company. Thus, even if you amend the corporation’s articles of incorporation or by-laws, the incorporators listed in the articles of incorporation remain the same and cannot be changed. These incorporators are etched in the history of the corporation forever.
In this light, it is pertinent to choose your incorporators lightly when forming a business. A recurring question during incorporation is the number of incorporators required to form a corporation. Section 10 of the Revised Corporation Code provides the answer, to wit:
“SEC. 10. Number and Qualifications of Incorporators. – Any person, partnership, association or corporation, singly or jointly with others but not more than fifteen (15) in number, may organize a corporation for any lawful purpose or purposes: Provided, That 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 unless otherwise provided under special laws. Incorporators who are natural persons must be of legal age.
Each incorporator of a stock corporation must own or be a subscriber to at least one (1) share of the capital stock.
A corporation with a single stockholder is considered a One Person Corporation as described in Title XIII, Chapter III of this Code.”
As can be gleaned above, a minimum of one (1) and a maximum of fifteen (15) can become incorporators of a company. Before the advent of the Revised Corporation Code, a minimum of five (5) incorporators was required. However, this was changed. As it stands now, the Revised Corporation Code allows one (1) incorporator for a One Person Corporation (OPC). More importantly, a corporation that is not an OPC requires at least two (2) but not more than fifteen (15) incorporators.
About Nicolas and De Vega Law Offices
If you need help in incorporation or have issues in corporate law, commercial law, corporate or commercial litigation, or civil or other criminal law-related issues, we can help you. Nicolas and de Vega Law Offices is a full-service law firm in the Philippines. You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines. You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at info@ndvlaw.com. Visit our website https://ndvlaw.com.
