Beruflich Dokumente
Kultur Dokumente
OF
Corporation Law
Atty. Joanne Ranada
Aaron Cananua
Timothy Chen
Joey De Guzman
Athena de Paz
Lady Dineros
Paolo Dizon
I. Prefatory Paragraph
KNOW ALL MEN BY THESE PRESENTS: That we, all of whom are residents of the
Philippines, have this day voluntarily associated ourselves together for the purpose of forming a
PRIVATE STOCK ACADEMIC CORPORATION under the laws of the Philippines, and we
hereby certify:
PRIMARY PURPOSE
SECONDARY PURPOSES
That the place where the principal office of the corporation is to be established is at:
Room 512, 5th Floor, G.T. International Tower, Barangay Bel Air
6813 Ayala Avenue corner H.V. dela Costa Street
Makati City, 1227, Metro Manila, Philippines
V. Corporate Term
That the term for which the corporation is to exist perpetually from and after the date of
issuance of the certificate of incorporation by the Securities and Exchange Commission
VI. Incorporators
That the names and residence of the incorporators of said corporation are as follows:
VII. Directors
That the number of directors of the corporation shall be five (5). That the names and
residences of the directors of the corporation are as follows:
VIII. Capitalization
That the authorized capital stock of the corporation is TWENTY MILLION (P 20,
000,000.00) pesos in lawful money of the Philippines, divided into TWO HUNDRED TWENTY
THOUSAND (220,000) common shares with the par value of FIFTY (P50.00) pesos per share
and NINETY THOUSAND (90,000) redeemable preferred shares with the par value of ONE
HUNDRED (P 100.00) pesos per share;
B. Stock Subscription
That at least twenty five (25%) percent of the authorized capital stock above has been
subscribed as follows:
MIGUEL,
SEBASTIAN PREFERRED FILIPINO 5000 P 500,000.00
CANANUA,
AARON COMMON FILIPINO 10000 500,000.00
C. Capital Requirements
That the above-named subscribers have paid at least twenty-five (25%) percent of the
total subscription as follows:
a. Non-voting – Holders of the redeemable preferred shares shall not have the right to vote,
except on matters unless as provided by the Revised Corporation Code with respect to
which holders of non-voting shares shall nevertheless be entitle to vote on.
That the issuance, sale and transfer of shares to persons or entities not qualified under the
Philippine Laws, whether such issuance, sale, or transfer is voluntary or otherwise, shall not be
recognized nor registered in the books of the Corporation.
That in the event that the Corporation shall find that a stockholder is not qualified, or has
in any manner lost his qualifications to own such stock, the Corporation, through its Corporate
Secretary, shall notify the disqualified stockholder to transfer his shares in the Corporation to a
qualified person within one (1) business day from receipt of notice, failing which the
Corporation may acquire the shares into treasury, and subject to other requirements under the
Corporation Code. If the corporation has no sufficient unrestricted retained earnings or is
unwilling to acquire the shares the Corporation through its Board of Directors, shall have the
right to designate any qualified and willing person to purchase the shares of the disqualified
stockholder within such time as the Board may fix, at book value per share, as reflected in the
latest audited financial statements of the Corporation. If at the time of the disqualification, the
shares of the Corporation are already listed in the Philippine Stock Exchange, the purchase price
shall be fixed at the then prevailing market value of such shares. For purposes of this provision,
the prevailing market price of the shares of the Corporation is the price in the Philippine Stock
Exchange on the last trading day immediately preceding the date of purchase. Upon payment or
tender of payment of the shares to the disqualified stockholder, the Secretary of the Corporation
shall be considered the Attorney-In-Fact of the disqualified stockholder and shall have full
authority to transfer the shares of the Corporation to the purchaser designated by the Board
without need of further authorization from the disqualified stockholder, the disqualified
stockholder, upon demand, shall surrender to the Corporation the certificates of stock, duly
endorsed, for cancellation. The failure of the disqualified stockholder to surrender the certificates
shall not, however, prevent the transfer from being registered in the books of the Corporation.
X. Treasurer
That AARON S. CANANUA 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, he has been authorized to receive for and in the name and
for the benefit of the corporation, all subscriptions paid in by the subscribers.
IN WITNESS WHEREOF, we have set our hand this _ 3rd day _ of _ April _ 2019.
Paolo Dizon
ACKNOWLEDGMENT
BEFORE ME, a notary public for and in the Republic of the Philippines, this _ 3rd day _
of April _ 2019, personally appeared:
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.
NOTARY PUBLIC
Until December 31, 2020
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
subscription has been paid, and received by me in cash/property for the benefit and credit of the
corporation.
This is also to authorize the Securities and Exchange Commission to examine and verify
the deposit in the _Rizal Commercial Banking Corporation, Yuchenco Tower, RCBC Plaza,
Makati Branch in my name as treasurer in trust for Learn Ahead Academy in the amount of
One Million Two Hundred Fifty Thousand Pesos_( ₱ 1,250,000.00 ) representing the paid-up
capital of the said corporation which is in the process of incorporation. This authority is valid
and inspection of said deposit may be made even after the issuance of the Certificate of
Incorporation to the corporation. Should the deposit be transferred to another bank prior to or
after incorporation, this will also serve as authority to verify and examine the same. The
representative of the Securities and Exchange Commission is also authorized to examine the
pertinent books and records of accounts of the corporation as well as all supporting papers to
determine the utilization and disbursement of the said paid-up capital.
In case the said paid-up capital is not deposited or withdrawn prior to the approval of the articles
of incorporation, I, in behalf of the above named corporation, waive our right to a notice and
hearing in the revocation of our Certificate of Incorporation.
NOTARY PUBLIC
Until December 31, 2020
Doc. No. ________;
Page No. ________;
Book No. ________;
Series of 2019.
BYLAWS
Section I- OFFICE: The office of the corporation shall be located at 6813 Ayala Avenue
corner H.V. dela Costa Street, Makati City, at the principal place of business of said corporation
in said city, or at such other place in said city as the Board of Directors may, from time to time,
determine and fix.
Section II- SEAL: The corporate seal of the corporation shall consist of a circular design
on which is inscribed the name of the corporation.
Section III- MEETINGS: All meetings of the stockholders and directors of the
corporation shall be held at the office of the corporation as above defined.
Section VI-MEETINGS; VOTING: Voting upon all questions at all meetings of the
stockholders shall be made by shares of stock and not per capita or otherwise, each share of stock
being counted as one vote.
Section VII- ANNUAL MEETING: The annual meeting of the stockholders shall be held
in the first Monday of February of each calendar year at the office of the corporation when they
shall elect by cumulative voting by ballot nine directors for one year until their successors are
elected and qualified. Every stockholder is entitled to vote according to the number of shares in
his name paid or unpaid on the date that the stock and transfer books of the corporation are
closed for the meeting.
Section XI-NOTICE OF SPECIAL MEETINGS: A written notice stating the day, hour
and place of the meeting and the general natures of the business to be transacted shall be sent to
each stockholder registered at the central office of the corporation at least ten days inclusive of
the day of mailing, before the date of every special meeting, directed to the address within the
Philippines, which said stockholder have registered for the purpose.
Section XII-OFFICERS: The officers of the corporation shall be consist of the Chairman
of the Board, the Vice Chairman, the Treasurer and the Secretary whose powers and duties shall
be as hereinafter provided and who shall be elected annually to said offices by a majority vote of
the Board of Directors.
Section XIV-VICE CHAIRMAN: The Vice Chairman of the Board of Directors shall,
likewise, be selected by the Board of Directors shall, likewise, be selected by the Board of
Directors from their own number. He is vested with all the powers and authority, and is required
to perform all the duties of the Chairman of the Board during the absence or inability of the latter
for any cause. The Vice Chairman may also accept any assignment in connection with the
Academy’s administration that the Board may entrust to him.
The Treasurer shall be concerned with the broad policies on the custody funds,
borrowing, and bank relationships and shall be:
1. Accountable for the custodianship of all cash funds and all financial assets
of the Academy while directing the handling of cash receipts, disbursements and balances
and other related procedures.
2. Responsible for the income receipts and receivables form tuition fees,
deposits and other income, the Academy’s investment portfolio and other trust funds and
temporary investments of excess operating funds, the programming of disbursements of
the Academy through purchase orders for equipment supplies and services and for
projecting financial needs and borrowing of funds.
3. Responsible for the preparation of the daily cash position report and cash
flow statements, for determining available operating funds for borrowing funds when
required to meeting operation or capital improvement expenses, and for making
temporary investments approved by the Board of Directors.
The Treasurer shall perform such other duties as may be assigned to him from times to
time by the Board of Directors through the Chairman of the Board.
Section XVI-SECRETARY: The Board shall appoint the Secretary. The Secretary shall
perform all duties generally devolving upon his position such as affixing his signature on all
stock certificates of the corporation and such other duties as may be assigned to him by the
Board of Directors.
Section XVIII- THE VICE-PRESIDENT: If one or more Vice Presidents are appointed,
he/they shall have such powers and shall perform such duties as may from time to time be
assigned to him/them by the Board of Directors or by the Chairman.
1. Formulation of educational policies and the rules and regulations for their
implementation.
Any officer shall be subject to peremptory suspension by order of the Chairman of the
Board in writing, subject to the subsequent action of the Board of Directors.
Section XXII-BOARD MEETING: The Board of Directors shall hold one regular
meeting every month. Special meetings may be called by the Chairman on one day’s notice to
each director either personally or in writing, and may be called in like manner and on like notice
on the written request of four directors.
Section XXIII-BOARD POWERS: The control and management of the business of the
corporation is vested in a Board of nine directors, elected by the stockholders in the manner
provided in Section 7 of these by-laws. The Board is vested with such powers and authorities as
herein granted by these by-laws or by the statues of the Philippines.
In case of continued absence of a director, the Board of Directors may, after six months,
choose or appoint his successor until his return. The Board of Directors may, however, upon the
departure or illness of a director, at his request, choose or appoint immediately his successor to
be recommended by him, and who will act in his place during his absence.
Section XXXII-FISCAL YEAR: The business year of the corporation shall begin on the
first day of June and shall end with the last of May of the following year, provided, however, that
in the event the school calendar is revised in the future the business year shall end with the last
day of the month in which the school year ends.