To implement Section 10 of Republic Act No. 11232 or the Revised Corporation Code of the Philippines (Revised Corporation Code), the Securities and Exchange Commission (SEC) has issued Memorandum Circular No. 16 series of 2019 entitled: Guidelines on the Number and Qualifications of Incorporators under the Revised Corporation (Circular). The Circular provides for the composition and requirements for incorporators of domestic corporations.
Implications for applicant-corporations
The Circular amends the previous requirements and policies of the SEC with respect to incorporators. Persons seeking to apply for incorporation of a domestic corporation (stock or non-stock) with the SEC must comply with the requirements in the Circular. The SEC has the power to require submission of the required documents before it approves an application for incorporation.