Section 16: GROUNDS WHEN ARTICLES OF INCORPORATION OR AMENDMENT MAY BE DISAPPROVED Flashcards
Not compliance with law
Must substantially comply w/ requirements under Sec 13
But SEC must give ample TIME for incorporators to make necessary changes before DISAPPROVING
What are the grounds for disapproval?
a) The articles of incorporation or any amendment thereto is not substantially in accordance with the form prescribed herein;
EX: Corp has 16 incorporators but the required is only up to 15 incorporators
b) The purpose or purposes of the corporation are patently unconstitutional, illegal, immoral or contrary to government rules and regulations;
EX: distribution of illegal drugs
c) The certification concerning the amount of capital stock subscribed and/or paid is false; and
*all information in the articles of Incorporation must be NOTARIZED; hence must be TRUE AND CORRECT
d) The required percentage of Filipino ownership of the capital stock under existing laws or the Constitution has not been complied with.
EX: Purpose is to engage in mass media but has an incorporator who is NOT a FILIPINO citizen.
*for MASS Media ONLY FILIPINOS must be incorporators
- Purpose is to engage in mass media but has an incorporator 40% more then filipino citizen
*for educational purposes must be owned atleast 60% FILIPINO citizens
No articles of incorporation or amendment to articles of incorporation of banks, banking and quasi banking institutions, preneed, insurance and trust companies, NSSLAs, pawnshops, and other financial intermediaries shall be approved by the Commission unless accompanied by a favorable recommendation of the appropriate government agency to the effect that such articles or amendment is in accordance with law.
the appropriate gov agency will verify whether the corp has complied with certain requirements of special laws
