Articles of Incorporation. Bertman and Leone, Inc., files its articles of incorporation with the appropriate government agency

Bertman and Leone, Inc., files its articles of incorporation with the appropriate government agency. Least likely to appear in the articles is the name of

• a.        each of the corporation’s incorporators.
• b.        each of the corporation’s shareholders.
• c.        the corporation.
• d.        the corporation’s initial registered agent.

Answer

b.        each of the corporation’s shareholders.

Explanation

Articles of incorporation refer to a set of formal documents that a corporation is required to file with the government before beginning the business or official licensing by the respective authority. In the United States, Articles of Incorporation is filed with the office of Secretary of State, at the location the business chooses to be located.

A wide range of information is contained in the articles of incorporation, including the name of the corporation, the type of corporation structure, the number, and type of authorized shares.

The name and addresses of the registered agent, number of authorized shares, corporation duration, names of the board of directors, and name and signature of the incorporator.

It does not require the corporation to provide details of the shareholders as the business is not formed already.

Revision

What is the nature of an Articles of Incorporation?

• It is a nature of a contract between the corporation and the government, and both sides are bound by its valid provisions.

What is the nature of an Articles of Incorporation?

• It defines the charter of the corporation and the contractual relationship between the State and the corporation, the stockholders and the State, and between the corporation and its stockholders. It is binding not only on the corporation but on its shareholders.

What is the rule with respect to corporate name?

• No corporate name may be allowed by SEC if it is identical, deceptively or confusingly similar to that of any existing corporation or to any other name already protected by law or is patently deceptive or confusing or contrary to existing laws.

What is the policy behind the prohibition of identical use of corporate name?

• The underlying policy in the prohibition is to avoid fraud upon the public that will occasionally deal with the entity concerned, the evasion of legal obligations and duties and the reduction of difficulties of administration and supervision over corporations.

What is the effect of a corporation’s change of name?

• The change of corporate name is what it is designed to import. It is merely a change of name and not a creation of a new corporation or a change of being.

What are the requisites to fall within the prohibition of SEC’s Revised Guidelines in the Approval of Corporate and Partnership Names?

• That the complainant corporation acquired a prior right over the use of such corporate name, and that the proposed name is identical, deceptively or confusingly similar to an existing corporation and to an existing law. (Doctrine of prior right)

May the SEC deregister corporate names which are likely to spawn confusion?

• Yes, since it is within SEC’s duty to prevent confusion in the use of corporate names not only for the protection of the corporations involved but for the protection of the public.

Under what name may a corporation sue?

• A corporation has no right to intervene in a suit using a name other than its registered name.

Who has jurisdiction over issues involving corporate names?

• The SEC, under Section 5 of P.D. 902-A has the absolute jurisdiction to hear and decide as to who between two corporations has a better right to use a particular corporate name.

What is the purpose clause in the Articles of Incorporation?

• It must expressly state what is its primary purpose, as distinguished from secondary purpose. Under Section 42, if funds are to be diverted from the primary to secondary purpose, it may be done only by 2/3 votes of outstanding shares and not by mere resolution of BOD.

What are the best proofs of the corporation’s purpose?

• The articles of incorporation and the by-laws.

What should the articles of incorporation state with respect to the purpose clause?

• The primary and the secondary purpose of the corporation.

What should the by-laws state with respect to the purpose clause?

• The administrative organization of the corporation, which in turn is supposed to insure or facilitate the accomplishment of the primary and secondary purpose.