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Articles of Incorporation

Of

BomberGilbert Incorporated

KNOW ALL MEN BY THESE PRESENTS:

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 HEREBY CERTIFY:

FIRST: That the name of said corporation shall be


BomberGilbert Incorporated

SECOND: That the primary purpose for which such corporation is incorporated:
To acquire by purchase, lease, or otherwise, agricultural, industrial, commercial
and residential lands and other real properties, and to own, use, improve,
develop, maintain, rebuild, enlarge, alter, remodel any building or structures
now or hereafter erected on any lands or real estates so owned, held or occupied
by the corporation and subdivide, sell, dispose of, exchange, lease, sublease and
hold for investment any lands, houses, building and other improvements thereon,
or interests in lands or real estates anytime owned or held by the corporation, or
otherwise deal with real and personal property of all kinds, including the
management and operation of the activities conducted therein pertaining to
recreational enterprises, such as, but not limited to resort hotels, clubhouses and
sports facilities. AND IN FURTHERANCE THERETO: 1.To draw, make,
purchase, endorse, discount, execute and issue checks, bills of exchange, bills of
lading, promissory notes, and other negotiable instruments so far as the needs of
the corporation shall require; 2.To enter into contracts and agreements on
matters necessary or incidental to the proper conduct of the affairs of the
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corporation with any and all persons, firms, associations, or corporations


existing in the Philippines or elsewhere; and 3.Generally, to do and perform any
and all acts and things, and to exercise all other powers as may be reasonably
necessary to enable to corporation to carry out the purposes for which it was
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created now or hereafter as may be authorized by law.

Provided that the corporation shall not solicit, accept or take


investments/placements from the public neither shall it issue investment contracts.

THIRD: That the principal office of the corporation is located in


n.a n.a. Malinao GENERAL LUNA, SURIGAO DEL NORTE, REGION XIII,
Philippines, 8419

FOURTH: That the term for which said corporation is to exist is 50 years from and after the date
of issuance of the certificate of incorporation;
FIFTH: That the names, nationalities and residences of the incorporators are as follows:
NAME NATIONALITY RESIDENCE

Dannielle Rose Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Australian
Gilbert REGION XIII, Philippines, 8419

Liam Dykas Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Australian
Brosnahan REGION XIII, Philippines, 8419

Mae Ariane B. Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Filipino
Ladao REGION XIII, Philippines, 8419

Sheryl May R. Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Filipino
Saniel REGION XIII, Philippines, 8419

Madelyn Kaye B. Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Filipino
Veluz REGION XIII, Philippines, 8419

SIXTH: That the number of directors of the corporation shall be 5 ; and the names,
nationalities and residences of the first directors of the corporation are as follows:
NAME NATIONALITY RESIDENCE

Dannielle Rose Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Australian
Gilbert REGION XIII, Philippines, 8419

Liam Dykas Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Australian
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Brosnahan REGION XIII, Philippines, 8419

Mae Ariane B. Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Filipino
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Ladao REGION XIII, Philippines, 8419

Sheryl May R. Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Filipino
Saniel REGION XIII, Philippines, 8419

Madelyn Kaye B. Catangnan GENERAL LUNA, SURIGAO DEL NORTE,


Filipino
Veluz REGION XIII, Philippines, 8419

SEVENTH: That the authorized capital stock of the corporation is One Million Pesos
(P1,000,000.00) in lawful money of the Philippines, divided into:
a. TEN THOUSAND (10,000) common voting shares with par value of One Hundred
Pesos (P100.00) per share;

EIGHTH: That at least twenty five (25%) percent of the authorized capital stock above has been
subscribed as follows:

SHARE NO. OF SUBSCRIBED


NAME NATIONALITY
TYPE SHARES AMOUNT
Dannielle Rose
Australian Common 500 P50,000.00
Gilbert
Liam Dykas
Australian Common 500 P50,000.00
Brosnahan
Mae Ariane B. Ladao Filipino Common 500 P50,000.00
Sheryl May R. Saniel Filipino Common 500 P50,000.00
Madelyn Kaye B.
Filipino Common 500 P50,000.00
Veluz
2,500 P250,000.00

NINTH: That the above-named subscribers have paid at least twenty-five (25%) percent of the
total subscription as follows:
TOTAL
PAID UP ADDITIONAL MODE OF
NAME NATIONALITY AMOUNT
CAPITAL PAID-IN CAPITAL PAYMENT
PAID
Dannielle
Australian P50,000.00 P0.00 P50,000.00 Cash
Rose Gilbert
Liam Dykas
Australian P50,000.00 P0.00 P50,000.00 Cash
Brosnahan
Mae Ariane B.
Filipino P25,000.00 P0.00 P25,000.00 Cash
Ladao
Sheryl May R.
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Filipino P25,000.00 P0.00 P25,000.00 Cash


Saniel
Madelyn Kaye
Filipino P25,000.00 P0.00 P25,000.00 Cash
B. Veluz
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P175,000.00 P0.00 P175,000.00

TENTH: That Mae Ariane B. Ladao 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 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 have hereunto signed these Articles of Incorporation, this


__________day of ____________________ 20______, in the City/Municipality of
_______________________, Province of____________________, Republic of the Philippines.

Name TIN/Passport No. Signature


000
Dannielle Rose Gilbert
N4431064

000
Liam Dykas Brosnahan
N8114607

Mae Ariane B. Ladao 235 082 835 000

Sheryl May R. Saniel 223 082 835 000

Madelyn Kaye B. Veluz 313 268 300 000


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ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }


} S.S.

BEFORE ME, a Notary Public, for and in _____________________, Philippines, this


___________day of ______________________, 20 _________, personally appeared the following
persons:

Name TIN/ID/Passport No. Date & Place Issued


000
Dannielle Rose Gilbert
N4431064

000
Liam Dykas Brosnahan
N8114607

Mae Ariane B. Ladao 235 082 835 000

Sheryl May R. Saniel 223 082 835 000

Madelyn Kaye B. Veluz 313 268 300 000

known to me and to me known to be the same persons who executed the foregoing Articles of
Incorporation constituting of ______ pages, including this page where the acknowledgement is
written, and they acknowledged to me that the same is their free act and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.


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NOTARY PUBLIC
Doc. No. ______;

Page No. ______;

Book No. ______;

Series of ______.

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