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(STOCK)
ARTICLES OF INCORPORATION
OF
ALPHA, INC.
(Name of Corporation)
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Know All Men By These Presents: |
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The undersigned incorporators, all
of legal age and majority of whom are residents of the Philippines,
have this day voluntarily agreed to form a stock corporation
under the laws of the Republic of the Philippines. |
THAT WE HEREBY CERTIFY
THAT:
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FIRST: The name of this corporation
shall be: |
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ALPHA, INC. |
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SECOND: |
(A.) |
The primary purpose of this corporation
is: |
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1. |
To engage in the business of a holding
company; to buy and hold shares of other companies, whether common,
preferred, treasury, founders or other kinds of shares, either
by subscribing to the unissued shares of the capital stock in
public or private offerings or by purchasing the shares of other
stockholders by way of assignment in private sale; to invest
in the stock or equity of other companies; to acquire rights
in the stock of other companies by way of pledge, chattel mortgage
or assignment; to sell, dispose, assign, pledge or convey any
or all of its shareholdings in other companies in favor of qualified
persons by way of private sale, assignment or other forms of
private conveyance, all in accordance with the Corporation Code,
the Securities Act and other applicable laws and regulations; |
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2. |
To engage in the business of a holding
company; to buy and hold shares of other companies, whether common,
preferred, treasury, founders or other kinds of shares, either
by subscribing to the unissued shares of the capital stock in
public or private offerings or by purchasing the shares of other
stockholders by way of assignment in private sale; to invest
in the stock or equity of other companies; to acquire rights
in the stock of other companies by way of pledge, chattel mortgage
or assignment; to sell, dispose, assign, pledge or convey any
or all of its shareholdings in other companies in favor of qualified
persons by way of private sale, assignment or other forms of
private conveyance, all in accordance with the Corporation Code,
the Securities Act and other applicable laws and regulations; |
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3. |
To vote its shareholdings in other
companies and exercise all the rights of a shareholder under
the Corporation Code and applicable laws; |
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4. |
To do other acts and things, necessary,
desirable or appropriate for the attainment of the foregoing
purposes. |
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(B) |
The secondary purpose of the corporation
is: to acquire, maintain and dispose of properties necessary
to keep the company in operation and to perform other acts and
things secondary or incidental to the primary purpose of the
corporation. |
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(C) |
The corporation shall have all the
express powers of a corporation as provided for under Section
36 of the Corporation Code of the Philippines. |
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THIRD: The place where the principal
office of the corporation is to be established is at Metro, Manila,
Philippines. |
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FOURTH: The term for which the corporation
is to exist is fifty (50) years from and after the date of issuance
of the certificate of incorporation. |
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FIFTH: The names , nationalities,
and residences of the incorporators are as follows: |
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Name |
Nationality |
Address |
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Levin F. Jones |
U. S. |
254 Charlestown Suites
Amber Drive, Ortigas Center,
Pasig City, Metro Manila |
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Sheila B. Jones |
Filipino |
254 Charlestown Suites
Amber Drive, Ortigas Center,
Pasig City, Metro Manila |
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Claudine Felipe |
Filipino |
515 Celeridad St.,
Pasay City, Metro Manila |
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Victor R. Nable |
Filipino |
Blk. 32, Lot 18,
Soldiers Hill Subdivision,
Muntinlupa City |
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Wella Montinola |
Filipino |
9671-C, Pililla St., Rizal Village
Makati City |
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SIXTH: That the number of directors
of said corporation shall be five (5) and that the incorporators
shall constitute the first board of directors. |
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SEVENTH: The authorized capital
stock of the corporation is PESOS: FIVE HUNDRED THOUSAND (P500,000.00)
in lawful money of the Philippines, divided into FIVE THOUSAND
(5,000) SHARES, with a par value of PESOS: ONE HUNDRED (PHP 100.00)
per share. |
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EIGHTH: At least 25% of the authorized
capital stock has been subscribed and at least 25% of the total
subscription has been paid as follows: |
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Name |
Nationality |
No of Shares
Subscribed |
Amount
Subscribed |
Amount
Paid |
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Levin F. Jones |
U. S. |
600 |
P60,000.00 |
P35,000.00 |
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Sheila B. Jones |
Filipino |
735 |
P7,350.00 |
P2,000.00 |
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Claudine Felipe |
Filipino |
50 |
P5,000.00 |
P200.00 |
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Victor R. Nable |
Filipino |
50 |
P5,000.00 |
P200.00 |
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Wella Montinola |
Filipino |
65 |
P6,000.00 |
P100.00 |
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Total |
1,500 |
P150,000.00 |
P37,500.00 |
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NINTH: No transfer of stock or
interest which would reduce the stock ownership of Filipino citizens
to less than the required percentage of the capital stock as
provided by existing laws shall be allowed or permitted to be
recorded in the proper books of corporation and this restriction
shall be indicated in the stocks certificates issued by the corporation.
Furthermore, no transfer of stock
in favor of parties other than existing stockholders shall be
registered in the books of the corporation unless the same is
first tendered to the corporation or other existing stockholders
under the same terms and conditions, the same offer to be effective
for a period not exceeding thirty (30) days from such tender. |
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TENTH : That Sheila F. Jones has
been elected by the subscribers as treasurer of the corporation
to act as such until her successor is duly elected and qualified
in accordance with the by-laws; and that as such Treasurer, she
has been authorized to receive, for and in the name of the corporation,
all subscriptions paid in by the subscribers. |
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ELEVENTH: 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. |
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IN WITNESS WHEREOF, we have set
our hand this 18th day of November 1999 in Makati City, Metro
Manila. |
LEVIN F. JONES
SHEILA B. JONES
CLAUDINE FELIPE VICTOR
R. NABLE
WELLA MONTINOLA
WITNESSES:
_________________
__________________
ACKNOWLEDGMENT
Republic of the Philippines)
Makati City, Metro Manila )
BEFORE ME, a notary public for
and in the City of Makati, Metro Manila, Philippines, this ___
day of November 1999, personally appeared:
Name
CTC/Passport No. Date
Place
all known to me to be the same
persons who executed the foregoing Articles of Incorporation
and they acknowledged to me that the same is of their free and
voluntary act and deed.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my notarial seal on the date and at the
place first above written.
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of 2000..
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