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Articles of Incorporation - Sample

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CULMINATING LEARNING EVIDENCE – ARTICLES OF INCORPORATION
Submitted to: Atty. Charisse A. Tomaro
Submitted by: Symon Angelo C. Albino COMA2B
ARTICLES OF INCORPORTION
OF
LUX HOTELS AND RESORTS INC.
__________________________________________________
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned incorporators, all of legal age, have 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 the said corporation shall be:
“LUX HOTELS AND RESORTS INC.”
SECOND:
That the purposes for which the said corporation is formed are:
PRIMARY
To manage and operate activities pertaining to general amusement and recreation enterprise,
such as, but not limited to resorts, golf courses, sports facilities, hotel and gaming facilities with the
apparatus, equipment, and other appurtenances as may be related or in connection with the management
and operation therewith.
SECONDARY
1.
To purchase, acquire, own, improve, construct, build, develop, maintain, sell, control,
or dispose of any plants, machinery, works, and things or property, real and personal, incidental to,
connected with, or appropriately necessary, or convenient for any of the purposes above mentioned and
enumerated, including all or a part of the properties, assets, business and goodwill of any person, form,
association, or other corporation;
2.
To invest and deal with the moneys and properties of the corporation in such manner,
from time to time, be considered wise for the advancement of its interests and to sell, dispose of or
transfer of the business, properties and goodwill of the Corporation or any part thereof for such
consideration and under such terms as it shall see fit to accept;
3.
To enter into contracts and arrangements of every kind and description for any lawful
purpose with any person, firm, association, corporation, municipality, territory, province, or
government, and obtain from any government body or authority any rights, privileges, contracts and
Articles of Incorporation of Lux Hotels and Resorts Inc.
Page 1 of 7
concessions which the Corporation may deem desirable to obtain, carry out, perform or comply with
and to hire the services of professionals as may be necessary to accomplish the purposes for which the
Corporation is organized.
It is the intention that the foregoing clauses shall be construed as rights as well as objects and
purposes, and the foregoing enumeration of specific rights shall not be held to limit or restrict in any
manner the general power of the Corporation, and generally, the Corporation shall be authorized to
exercise and enjoy all other powers, rights and privileges now or hereafter granted by the laws of the
Republic of the Philippines.
THIRD:
That the place where the principal office of the Corporation is to be located at J. R.
Torres Ave, Bacolod, 6100 Negros Occidental, Bacolod City, Philippines.
FOURTH:
That the term for which the corporation is to exist is fifty (50) years from the date of
incorporation.
FIFTH:
That the names, nationalities, and residences of the incorporators of the said
corporation are as follows:
Name
Nationality
Residence
Symon Angelo C. Albino
Filipino
Bacolod City
Ethan John D. Veloso
Filipino
Bacolod City
Henry M. Son
Filipino
Bacolod City
Elijahm C. Mahilum
Filipino
Bacolod City
Steven V. Dominic
Filipino
Bacolod City
SIXTH:
That the number of directors of said corporation shall be five (5) and that the names,
nationalities and residences of the directors who are to serve until their successors are elected and
qualified as provided by the by-laws are as follows:
Name
Nationality
Residence
Symon Angelo C. Albino
Filipino
Bacolod City
Ethan John D. Veloso
Filipino
Bacolod City
Joseph C. Bago
Filipino
Bacolod City
Articles of Incorporation of Lux Hotels and Resorts Inc.
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Henry M. Son
Filipino
Bacolod City
Elijahm C. Mahilum
Filipino
Bacolod City
Troy John M. Mansueto
Filipino
Bacolod City
SEVENTH:
That the authorized capital stock of the said corporation is TWENTY MILLION
PESOS (PHP 20,000,000.00), Philippine Currency, and the said capital stock is divided into FIVE
MILLION (5,000,000) common shares with a par value of Two Pesos (Php 2.00) per share and TWO
MILLION FIVE HUNDRED shares of preferred stock with a par value of Four Pesos (Php 4.00) per
share.
The preferred stock may be issued in series and shall be nonvoting and non-participating,
however holders of such shares are entitled to preferential and cumulative dividends, and shall have
other rights, preferences, restrictions and qualifications consistent with law and this articles of
incorporation, as may be fixed by the Board of Directors at their issuance.
The Corporation may at any time issue, option for sale, and sell or dispose any part of stock or
of any other securities convertible into or carrying options or warrants to purchase stock of the
Corporation, whether out of the unissued authorized capital stock or future increases thereof, pursuant
to a resolution of the Board of Directors to such persons and upon such terms as such the Board may
deem proper, without first offering such stock or securities or any part thereof to existing stockholders.
Should there be any change, modification or amendment to this articles of incorporation or to
the corporate by-laws, certificate of stocks so issued to the shareholders upon full payment of their
respective subscriptions prior to change, modification or amendment thereto shall and will still be in
force.
EIGHT:
That the number of shares of the authorized capital stock stated above has been
subscribed as follows:
Name
Nationality
Number of
Shares
Subscribed
Amount
Subscribed
Amount Paid
Symon Angelo C. Albino
Filipino
840,000
P8,400,000.00
P2,100,000.00
Ethan John D. Veloso
Filipino
200,000
2,000,000.00
500,000.00
Steven V. Dominic
Filipino
35,000
350,000.00
87,500.00
Joseph C. Bago
Filipino
35,000
350,000.00
87,500.00
Michael A. Velasco
Filipino
35,000
350,000.00
87,500.00
Henry M. Son
Filipino
35,000
350,000.00
87,500.00
Articles of Incorporation of Lux Hotels and Resorts Inc.
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Elijahm C. Mahilum
Filipino
35,000
350,000.00
87,500.00
Troy John M. Mansueto
Filipino
35,000
350,000.00
87,500.00
Total
1,250,000
P12,500,000.00
P3,125,000.00
NINTH:
That Mr. Henry M. Son has been elected by the subscribers as Treasurer of the said
Corporation to act as such until after the successor is duly elected and qualified in accordance with the
by-laws, that as Treasurer, authority has been given to receive in the name and for the benefit of the
corporation, all subscriptions, contributions or donations paid or given by the subscribers or members,
who certifies the information set forth in the eighth clause above, and that the paid-up portion of the
subscription in cash and/or property for the benefit and credit of the corporation has been duly received.
TENTH:
That this articles of incorporation may be amended or modified from time to time by a
majority vote of the Board of Directors and the vote or written assent of the stockholders representing
at least two-thirds (2/3) of the outstanding capital stock.
ELEVENTH: That any controversy or claim arising out of or relating to this article of incorporation
or by-laws and the breach thereof shall be settled by arbitration administered by the Philippine Dispute
Resolution Center Inc. (PDRCI) under its Commercial Arbitration Rules and it shall be binding upon
the corporation, its directors, shareholders, officers, and executive managers and the number of
arbitrators shall be three (3), the place of arbitration shall be within Bacolod City, and judgement on the
award rendered by the arbitrators may be entered in any court having jurisdiction thereof, however,
disputes involving criminal offenses and interests of third parties shall be nonarbitrable.
TWELFTH:
That the rules and regulations governing the accreditation of hotels and resorts pursuant
to the provisions of Executive Order No. 120 in relation to Republic Act. 7160, otherwise known as the
Local Government Code of 1991 on the devolution of Department of Tourism’s regulatory function
over tourist establishments had been strictly followed by the above-named corporation and any change,
modification, or amendment of this articles of incorporation shall not change its compliance set forth in
the foregoing provisions, unless otherwise, such rules and regulations be changed, modified, or
amended by the government itself, in such case, the corporation shall be in obligation to comply with
the new provisions newly imposed.
Articles of Incorporation of Lux Hotels and Resorts Inc.
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IN WITNESS WHEREOF, we have set our hands, this 22nd day of December 2020 at Bacolod
City, Negros Occidental, Philippines.
SYMON ANGELO C. ALBINO
TIN - 142-442-243
STEVEN B. DOMINIC
TIN - 134-432-234
HENRY M. SON
TIN - 113-321-123
ELIJAHM C. MAHILUM
TIN - 123-321-231
ETHAN JOHN D. VELOSO
TIN - 123-123-321
SIGNED IN THE PRESENCE OF:
EFFIE A. CRUZ
Articles of Incorporation of Lux Hotels and Resorts Inc.
GESSIE C. UY
Page 5 of 7
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES
)
BACOLOD CITY, NEGROS OCCIDENTAL ) S.S.
On the 22nd day of December 2020 before me, a Notary Public and in Bacolod City, Negros
Occidental, Philippines personally appeared:
Name
C.T.C. No
Place Issued
Ethan John D. Veloso
No. 11471800
Apr.13, 2020; Bacolod City
Steven B. Dominic
No. 11470394
Apr.13, 2020; Bacolod City
Henry M. Son
No. 11479637
Jan.10, 2020; Bacolod City
Elijahm C. Mahilum
No. 11474273
Jan.19, 2020; Bacolod City
Symon Angelo C. Albino
No. 11471727
Feb.24, 2020; Bacolod City
All known to me and known to me to be the same persons who executed the foregoing Articles of
Incorporation and they acknowledged to me that the same is their free and voluntary act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on
the date and at the place first above written.
ATTY. JUAN DELA CRUZ
Notary Public
Valid Until December 31, 2020
PTR. No.213123
IBP No. 3212321
Roll of Attorney No.10035
TIN 193-313-938
Bacolod City
Doc. No.: 302;
Page No.: 62;
Book No.: III;
Series of 2020.
Articles of Incorporation of Lux Hotels and Resorts Inc.
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