Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
Wholesale Trade
Articles of Incorporation
Of
QuisantanPlapinsicper, Inc.
Doing business under the trade names and styles of “QPI” and “QPI Wholesaler”
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;
AND WE HEREBYCERTIFY:
FIRST: That the name of said corporation shall be QuisantanPlapinsicper, Inc. Doing business
under the trade names and styles of “QPI” and “QPI Wholesaler”;
SECOND: That the primary purpose for which such corporation is to engage in the business of
wholesale trading of domestic and imported CONSUMER GOOD such as but not limited to food products,
toiletries, housewares, cosmetics and other household and grocery items.
a.) To acquire by purchase, manufacture or otherwise, all machinery, devices, boxes, packages,
wrappings, materials, supplies and other articles necessary or convenient for the use in carrying
on the business mentioned;
b.) To purchase, build, lease, construct or otherwise acquire land, buildings, factories, warehouse,
plants, cold storage and offices as may be necessary, incidental or convenient to the carrying on
of the business of the corporation;
c.) To purchase any vehicle and/or enter into a contract with other persons for transportation of
goods and for other reasons for the necessary, incidental or convenient to the carrying on of the
business;
d.) To do and perform any and all things reasonably and usually appurtenant and relative to the
foregoing purposes, necessary or proper for the carrying out of the foregoing objects and
exercise and enjoy all the powers, authorities and privileges granted and conceded by the laws
of the Philippines to corporations organized under and in accordance with said laws, and in
particular unto, corporations of like nature and kind.
THIRD: That the principal office of the corporation is located in 504 Arnaiz Avenue (formerly
known as Libertad St.), QPI Building, Pasay City, Philippines;
FOURTH: That the term for which said corporation is to exist is Fifty (50) years from and after
the date of issuance of the certificate of incorporation;
3
FIFTH: That the names, nationalities and residences of the incorporators are as follows:
ANNA ANGELA M. PLANADA Filipino 177 Yakal St. Brgy. Comembo, Makati City
MARK NIKOLAI A. SICCUAN Filipino 3 Chico St., Brgy. Abiera. Sebaste, Antique
ALLEN JAIRUS PINLAC Filipino 4 Macopa St., Brgy. Abas, Pilar, Sorsogon
SIXTH: That the number of directors of the corporation shall be seven (7); and the names,
nationalities and residences of the first directors of the corporation are as follows:
ANNA ANGELA M. PLANADA Filipino 177 Yakal St. Brgy. Comembo, Makati City
MARK NIKOLAI A. SICCUAN Filipino 3 Chico St., Brgy. Abiera. Sebaste, Antique
ALLEN JAIRUS PINLAC Filipino 4 Macopa St., Brgy. Abas, Pilar, Sorsogon
4
SEVENTH: That the authorized capital stock of the corporation is FIVE MILLION PESOS (P
5,000,000.00) pesos in lawful money of the Philippines, divided into FIVE MILLION (5,000,000.00) shares
with the par value of ONEPESOS(P1.00) pesos per share;
EIGHT: That at least twenty-five (25%) percent of the authorized capital stock above has been
subscribed as follows:
NINTH: That the above-named subscribers have paid at least twenty-five (25%) percent of the
total subscription as follows:
NAME OF AMOUNT
TOTAL PAID-UP
SUBSCRIBERS SUBSCRIBED
JEREMIAH JOY A. QUILANG 2,000,000.00 1,000,000.00
ANNA ANGELA M. PLANADA 350,000.00 350,000.00
RIZA A. SANTOS 200,000.00 200,000.00
MARK NIKOLAI A. SICCUAN 150,000.00 150,000.00
MARK JOSEPH A. TANO 150,000.00 150,000.00
ALLEN JAIRUS A. PINLAC 100,000.00 100,000.00
KEVIN G. PEREZ 100,000.00 100,000.00
Total 3,050,000.00 2,050,000.00
TENTH: That MS. ANNA ANGELA M. PLANADA has been elected by the subscribers as
Treasurer of the Corporation to act as such until his successor is duly elected and qualified in accordance
with the by-laws, and that as such Treasurer, he has been authorized to receive for and in the name and
for the benefit of the corporation, all subscriptions or donations paid or given by the subscribers.
ELEVENTH: That no transfer of stock or interest which will reduce the 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 the corporation and this restriction shall be
indicated in all the stock certificates issued by the corporation.
TWELFTH: That the incorporators and directors undertake to change the name of the corporation
as herein provided, or as amended thereafter, immediately upon receipt of notice or directive from the
Securities and Exchange Commission that another corporation, partnership or person has acquired a
5
prior right to the use of that name or that the name has been declared as misleading, deceptive,
confusingly similar to a registered name or contrary to public morals, good custom or public policy.
IN WITNESS WHEREOF, we, the INCORPORATORS have hereunto signed these Articles of
Incorporation, this 20th day of March, 2018, in the City/Municipality of PASAY, Province of METRO
MANILA, Republic of the Philippines.
6
ACKNOWLEDGEMENT
BEFORE ME, a Notary Public, for and in PASAY CITY, Philippines, this 20th day of
MARCH, 2018, personally appeared the following persons:
known to me and to me known to be the same persons who executed the foregoing Articles of
Incorporation constituting of four (4) pages, including this page where the acknowledgement is written,
and they acknowledged to me that the same is their free act and voluntary deed.
Doc. No 4
Page No. 34
Book No. 1
Series of 2018
NOTARY PUBLIC
.
7
TREASURER’S AFFIDAVIT
I,ANNA ANGELA PLANADA, being duly sworn to, depose and say:
That I have been elected by the subscribers of the corporation as Treasurer thereof, to act as
such until my successor has been duly elected and qualified in accordance with the by-laws of the
corporation, and that as such Treasurer, I hereby certify under oath that at least 25% of the authorized
capital stock of the corporation has been subscribed and at least 25% of the total subscriptions has been
paid, and received by me, in cash or property, in the amount of FOUR HUNDRED SIXTY TWO
THOUSAND FIVE HUNDRED in Philippine PESOS only (Php 462,500.00) in accordance with the
Corporation Code
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City of PASAY,
Province of METRO MANILA this 20th day of March, 2018; that Ms. Planada presented also her Tax
Identification Number (TIN) Card, as proof of identity (TIN: 308-799-272) issued on/at March 4 2012 /
MAKATI.
Doc. No 5
Page No. 40
Book No. 1
Series of 2018
NOTARY PUBLIC
.
8
BY –LAWS
OF
QuisantanPlapinsicper, Inc.
Doing business under the trade names and styles of “QPI” and “QPI Wholesaler”
b) Special meetings of the board of directors may be held at any time upon the
call of the president or as provided in the by-laws
c) Special meetings of stockholders for the any purpose or purposes may at any
time be called by the following
a. Board of Directors at its own instance, or at the written request of
stockholders representing a majority of the outstanding capital stock or
b. President
9
address. The notice shall state the place, date and hour of the meeting, and the
purpose or purposes for which the meeting is called.
e) When the meeting of stockholders is adjourned to another time or place, it shall
not be necessary to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken. At the reconvened meeting, any business may be
transacted that might have been transacted on the original date of the meeting.
10
b) The corporate powers of the corporation shall be exercised, all business
conducted and all property of the corporation be controlled and held by the
board of directors to be elected from among the holders of stocks, who shall
hold office for one (1) year and until their successors are elected and qualified.
c) The directors shall not receive any compensation, as such directors, except for
reasonable per diems. Any compensation may be granted to directors by the
vote of the stockholders representing at least a majority of the outstanding
capital stock at a regular or special stockholders’ meeting, In no case shall the
total yearly compensation of directors, as such directors, exceed ten (10%)
percent of the net income before income tax of the corporation during the
preceding year.
The fiscal year of the corporation shall begin on the first day of January and
end on the last day of December of each year.
VIII. SEAL
Matters not covered by the provisions of these by-laws shall be governed by the
provisions of the Corporation Code of the Philippines.
11
IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders
present at said meeting and voting thereat in favor of the adoption of said by-laws, have
hereunto subscribed our names this 20th day of March, 2018 at Pasay City.
12
Republic of the Philippines )
Pasay City ) S.S.
We, the incorporators of QuisantanPlapinsicper, Inc. all of legal age, Filipinos, whose names and
corresponding residential / postal address are provided below:
,after having been sworn to in accordance with law hereby depose and say that:
That we are in the process of registering its corporate name with the Securities and Exchange
Commission.
That we, in behalf of said corporation, hereby undertake to change its corporate name as herein provided,
or as amended thereafter, immediately upon receipt of notice or directive from the Commission that
another corporation, partnership or person has acquired a prior right to the use of that name or that the
name has been declared as misleading, deceptive, confusingly similar to a registered name, or contrary
to public morals, good custom or public policy.
This affidavit is executed to attest to the truth of the foregoing and for whatever legal purpose and intent
it may serve.
IN WITNESS WHEREOF, we hereby signed this affidavit this 20th day of March, 2018 at Pasay City.
13
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City of PASAY, Province of
METRO MANILA this 20th day of March, 2018 by the above-named persons who exhibited to me their
proof of identity as follows:
Doc. No 7
Page No. 50
Book No. 1
Series of 2018
NOTARY PUBLIC
.
14
15
AGREEMENT1
KEVIN G. PEREZ, of legal age, Filipino, married and a resident of 5 Balimbing St., Brgy. Datu Agod,
Antipas, Cotabato, Philippines, hereinafter referred to as the "First Party";
- and -
RIZA A. SANTOS, likewise of legal age, Filipino, (single / married / widow), and a resident of 2 Santol
St., Brgy Abiang, Atok, Benguet, Philippines, hereinafter referred to as the "Second Party";
WITNESSETH; That:
WHEREAS, the Second Party intends to subscribe four (4%) Percent of the initial issuance of shares
QuisantanPlapinsicper, Inc., a corporation that is in the process of incorporation and registration;
WHEREAS, the First Party is able and willing to advance the paid-in amount of the said subscription
intended to be made by the Second Party;
NOW, THEREFORE, for and in consideration of the foregoing premises, Parties hereby agree and
covenant as follows:
1. The Second Party will be an incorporator of Quisantan Plapinsicper, Inc. with a subscription of four
(4%) Percent of the initial issuance of shares in the said corporation or a total of TWO HUNDRED
THOUSAND (200,000.00) shares of the initial issuance of 1,250,000.00 shares with a par value of
P1/share and will pay up the amount of P200,000.00 upon incorporation;
2.That during the incorporation of the said corporation, the First Party shall advance the amount of P
200,000.00 mentioned in the immediately preceding paragraph which will represent the amount paid-up
by the Second Party in the Articles of Incorporation and corporate records Quisantan Plapinsicper, Inc.;
3. That the said advance to be made by the First Party shall be paid by the Second Party by way of
deductions from dividends that may be declared and distributed in the course of the operation of the said
corporation until fully satisfied;
4.That before the said advance made by the First Party is fully satisfied in accordance with the manner
provided for in the immediately preceding paragraph, the shares to be listed in the name of the Second
Party shall be considered as merely held in-trust for the First Party to the extent of the amount that is not
yet satisfied.
1
Pre Incorporation Agreement with One Incorporator to Advance the Payment of Shares)
16
IN WITNESS WHEREOF, we have hereunto affixed our signatures this _____________, in the City of
_____________, Philippines.
ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in the City of Pasay personally appeared the following with their
corresponding proof of identity
both known to me and to me known to be the same persons who executed the foregoing instrument
which they acknowledged to me to be their free and voluntary act and deed, consisting of only two (2)
page/s, including this page in which this Acknowledgement is written, duly signed by them and their
instrumental witnesses on each and every page hereof.
WITNESS MY HAND AND SEAL this 19th March 2018 at Pasay City, Philippines.
Doc. No 1
Page No. 1
Book No. 1
Series of 2018
17
Republic of the Philippines)
Province of Pasay )S.S.
x-------------x
SECRETARY'S CERTIFICATE
"RESOLVED, FURTHER, that all the foregoing authorities shall and continue
to be in full force and effect until revoked or modified by written notice duly
notarized actually received by bank at its office, wherein the account of this
corporation is then maintained, setting forth a resolution to that effect
certified to have been adopted by the Board of Directors of this corporation,
provided that such notice shall not be effective with respect to any exercise
of said authorities prior to the receipt thereof, nor with respect to any
checks or other instruments for the payment of money or the withdrawal
of funds dated to the date of such notice."
Corporate Secretary
18
Attested to by:
President
KEVIN G. PEREZ
Doc. No 11
Page No. 1
Book No. 1
Series of 2018
19
March 20, 2018
Greetings!
This is to certify that as of March 19, 2018, there is a bank deposit amounting to TWO BILLION PESOS
(Php 2,000,000,000.00) under the name of Ms. ANNA ANGELA M. PLANADA, Treasurer-in-Trust
(savings account number: 00045422323245229) for QuisantanPlapinsicper, Inc., doing business under
the trade names and styles of “QPI” and “QPI Wholesaler”, which is in the process of incorporation.
The said deposit is clear and free from lien, reception, condition or hold-out and may be withdrawn in
behalf of the corporation upon presentation of proof of due incorporation thereof.
This certification upon request by Ms. Planada in connection with the corporation’s incorporation.
SUBSCRIBED AND SWORN to before me, this March 17, 2018 by the affiant
who exhibited to me his Tax Identification No. 308-799-273 issued on and at
January 4 2012 / MAKATI
Doc. No 11
Page No. 1
Book No. 1
Series of 2018
20