2nd Semester
08/09
Legal Forms Manual
Submitted by Ateneo Law 3D SY ’08‐‘09
An indispensible tool guide for the law student and the practicing lawyer, this manual
covers the different basic legal forms as well as the quintessential legal forms used in
both corporate and litigation practice.
Aguinaldo
and
Temprosa
(ed.),
Aquino,
I.,
Aquino,
T.,
A ustria,
Bandong,
Bautista,
Bisnar,
Chotrani,
Concepcion,
Cruz,
Dino,
Enriquez,
Fernandez,
Flores,
Gan,
Go,
Gonzales,
Hosaka,
Labaguis,
Laurente,
Lee,
Lim,
Macasaet,
Martinez,
Nepomuceno,
Oberio,
Pano,
Penaflorida,
Reyes,
Sabio,
Salvaha n,
Sandico,
Singson,
Tan,
E.,
Tan,
L.,Teehankee,Verzosa,Zuniga
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CHAPTER 1: JURISDICTION
What is JURISDICTION?
 Authority given by law to a court or tribunal to hear and determine certain controversies
involving rights which are legally demandable and enforceable
 It is the legal authority to hear and determine a cause or the right to act in a case.
What is its SIGNIFICANCE to LEGAL FORMS?
 It is important to know which court has jurisdiction over the particular case a lawyer is handling
in order to determine where proceedings should be initiated.
KINDS OF JURISDICTION
According to Types of Cases Tried
 General jurisdiction ‐ extends to all controversies which may be brought before a court within
the legal bounds of rights and remedies
 Limited or Special jurisdiction ‐ confined to particular cases, and can be exercised only under the
circumstances prescribed by the statute
According to Power of Review
 Original ‐ exercised in the court at first instance
 Appellate ‐ power and authority conferred upon a superior court to re‐hear and determine
causes which have been tried in inferior courts
According to Extent of Exercise
 Exclusive ‐ confined to a particular tribunal or grade of courts and possessed by it to the
exclusion of others
 Concurrent ‐ exercise by different courts at the same time over the same subject matter and
within the same territory, and wherein litigants may, in the first instance, resort to one of them
indifferently (but taking into consideration the doctrine of judicial hierarchy)
According to Situs
 Territorial Jurisdiction‐ exercised within the limits of the place where the court is located
 Extra‐territorial Jurisdiction ‐ exercised beyond the confines of the place where the court is
located
IMPORTANT PRINCIPLES TO REMEMBER
Doctrine of Ancillary Jurisdiction
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

3
Involves the inherent or implied powers of the court to determine issues incidental to the
exercises of its primary jurisdiction
Under its ancillary jurisdiction the court may determine all questions relative to the matters
brought before it, regulate the manner in which a trial shall be conducted, determine the hours
at which the witnesses and lawyers may be heard, appoint a receiver etc.
Policy of Judicial Hierarchy
 The higher court will not entertain direct resort to it unless the redress desired cannot be
obtained in the appropriate lower courts. For example, although the Supreme Court, Court of
Appeals and Regional Trial Courts have concurrent original jurisdiction to issue writs of
certiorari, prohibition and mandamus, the application should still be filed with the lower court
unless the importance of the issue involved deserves action of the court of higher level.
Doctrine of Primary Jurisdiction
 When an administrative body is tasked with the determination of facts relating to a special or
technical filed, the courts must give such body the opportunity to do so before proceeding with
judicial action.
Doctrine of Adherence of Jurisdiction
 Once jurisdiction is vested in a court, it is retained by such until the end of litigation regardless
of circumstances that would have prevented the continued exercise of jurisdiction by the court.
Hence, a law enacted during the pendency of a case which transfers jurisdiction to another
court does not affect cases already pending prior to its enactment.
Exceptions:
1. When the law expressly provides for retroactive application
2. When the change of jurisdiction is curative in nature
3. When there is a perfected appeal, here, jurisdiction is transferred to the appellate court
Exclusionary Principle
 The court first acquiring jurisdiction exercises it to the exclusion of all others.
JURISDICTION OF DIFFERENT COURTS, TRIBUNALS
AND QUASI‐JUDICIAL AGENCIES1
Jurisdiction over Civil Cases
1
Feria Noche, Civil Procedure Annotated, Volume 1, 2001 Ed. Ateneo Remedial Law Bar Reviewer 2007.
1987 Constitution.
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Civil Cases
Original &
Exclusive
Jurisdiction
4
Municipal Trial Courts
Regional Trial Courts
1. Civil actions and probate proceedings,
testate and intestate, including the
grant of provisional remedies in proper
cases, where the value of the personal
property, estate, or amount of the
demand does not exceed P300,000, or
in Metro Manila, where such personal
property, estate or amount of the
demand does not exceed P400,000
1. All civil actions in which the subject of the
litigation is incapable of pecuniary
estimation
N.B.Exclusive of interest, damages of
whatever kind, attorney's fees, litigation
expenses, and costs, the amount of
which must be specifically alleged:
Provided, That where there are several
claims or causes of action between the
same or different parties embodied in
the same complaint, the amount of the
demand shall be the totality of the
claims in all the causes of action,
irrespective of whether the causes of
action arose out of the same or different
transactions
2. Admiralty and maritime cases where the
demand or claim does not exceed
P300,000, or in Metro Manila, where
such demand does not exceed
P400,000. Where there are several
claims or causes of action between the
same or different parties embodied in
the same complaint, the amount of the
demand shall be the totality of the
claims in all the causes of action
irrespective of whether the causes of
action arose out of the same or
different transactions
3. Forcible entry and unlawful detainer:
Provided, That when in such cases, the
defendant raises the question of
ownership in his pleadings and the
question of possession cannot be
resolved without deciding the issue of
ownership, the issue of ownership shall
2. All civil actions which involve the title to,
or possession of, real property, or any
interest therein, where the assessed
value of the property involved exceeds
P20,000, or for civil actions in Metro
Manila where such value exceeds
P50,000, except actions for forcible entry
into and unlawful detainer of lands or
buildings, original jurisdiction over which
is conferred upon Metropolitan Trial
Courts, Municipal Trial Courts, and
Municipal Circuit Trial Courts
3. All actions in admiralty and maritime
jurisdiction where the demand or claim
exceeds P300,000, or in Metro Manila,
where such demand or claim exceeds
P400,000
4. All matters of probate, both testate and
intestate, where the gross value of the
estate exceeds P300,000, or in probate
matters in Metro Manila, where such
gross value exceeds P400,000
5. Corporate suspension of payments and
rehabilitation proceedings in pursuance
of the Securities Regulation Code
N.B.
The
Securities
and
Exchange
Commission shall retain jurisdiction over
pending suspension of payment cases or
rehabilitation cases filed on or before
June 30, 2000 until finally disposed of or
until the termination of the liquidation
proceedings. (R.A. No. 8799)
6. All cases not within the exclusive
jurisdiction of any court, tribunal, person
or body exercising jurisdiction, or any
court,
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1. Civil actions and probate proceedings,
testate and intestate, including the
grant of provisional remedies in proper
cases, where the value of the personal
property, estate, or amount of the
demand does not exceed P300,000, or
in Metro Manila, where such personal
property, estate or amount of the
demand does not exceed P400,000
Original &
Exclusive
Jurisdiction
N.B.Exclusive of interest, damages of
whatever kind, attorney's fees, litigation
expenses, and costs, the amount of
which must be specifically alleged:
Provided, That where there are several
claims or causes of action between the
same or different parties embodied in
the same complaint, the amount of the
demand shall be the totality of the
claims in all the causes of action,
irrespective of whether the causes of
action arose out of the same or different
transactions
2. Admiralty and maritime cases where the
demand or claim does not exceed
P300,000, or in Metro Manila, where
such demand does not exceed
P400,000. Where there are several
claims or causes of action between the
same or different parties embodied in
the same complaint, the amount of the
demand shall be the totality of the
claims in all the causes of action
irrespective of whether the causes of
action arose out of the same or
different transactions
3. Forcible entry and unlawful detainer:
Provided, That when in such cases, the
defendant raises the question of
ownership in his pleadings and the
question of possession cannot be
resolved without deciding the issue of
5
1. All civil actions in which the subject of the
litigation is incapable of pecuniary
estimation
2. All civil actions which involve the title to,
or possession of, real property, or any
interest therein, where the assessed
value of the property involved exceeds
P20,000, or for civil actions in Metro
Manila where such value exceeds
P50,000, except actions for forcible entry
into and unlawful detainer of lands or
buildings, original jurisdiction over which
is conferred upon Metropolitan Trial
Courts, Municipal Trial Courts, and
Municipal Circuit Trial Courts
3. All actions in admiralty and maritime
jurisdiction where the demand or claim
exceeds P300,000, or in Metro Manila,
where such demand or claim exceeds
P400,000
4. All matters of probate, both testate and
intestate, where the gross value of the
estate exceeds P300,000, or in probate
matters in Metro Manila, where such
gross value exceeds P400,000
5. Corporate suspension of payments and
rehabilitation proceedings in pursuance
of the Securities Regulation Code
N.B.
The
Securities
and
Exchange
Commission shall retain jurisdiction over
pending suspension of payment cases or
rehabilitation cases filed on or before
June 30, 2000 until finally disposed of or
until the termination of the liquidation
proceedings. (R.A. No. 8799)
6. All cases not within the exclusive
jurisdiction of any court, tribunal, person
or body exercising jurisdiction, or any
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Special
Petition for Habeas Corpus or application
for bail in criminal cases in the city or
province where the Regional Trial Court
judge is absent
Appellate
6
The Supreme Court may designate certain
branches of the Regional Trial Court to try
exclusively criminal cases, juvenile and
domestic relations cases, and agrarian and
urban land reform cases not falling within
the jurisdiction of any quasi‐judicial body
and other special cases in the interest of
justice
Cases decided by the lower courts in their
respective territorial jurisdiction
Jurisdiction over Criminal Cases
Criminal
Cases
Municipal Trial Court
Regional Trial Court
1.
1. Criminal cases not within the exclusive
jurisdiction of any court, tribunal or
body, more particularly:
a. Those offenses punishable by
imprisonment exceeding six (6)
years regardless of the fine,
accessory penalties and civil liability
b. Criminal cases not falling within the
exclusive jurisdiction of
the Sandiganbayan where none of
the accused are occupying
positions
in
the
government
corresponding to salary grade 27
Those offenses punishable with
imprisonment not exceeding six (6)
years regardless of the fine, accessory
penalties and civil liability
2. Those involving criminal negligence
resulting to damage to property
Original
and Exclusive
Jurisdiction
3. Those offenses where a fine not
exceeding P4,000 is the only penalty
4. Those offenses covered by the Rules on
Summary Procedure:
a. Violations of traffic laws, rules
and regulations
b. Violations of rental laws
c. Violations of city or municipal
ordinances
d. Violations of the Bouncing Check
Law (B.P. Blg. 22)
e. All other criminal cases where
the penalty is imprisonment not
exceeding six (6) months and/or
P1,000 fine irrespective of other
penalties or civil liabilities there
from and offenses involving
damage to property through
criminal negligence where the
2. Cases where the only penalty is a fine
exceeding P4,000
3. Other laws which specifically lodge
jurisdiction in the Regional Trial Court,
more particularly:
a. Law on written defamation or libel
(Revised Penal Code)
b. Decree on Intellectual Property
c. Violations of the Dangerous Drug Act
except when the offenders are under
16 years of age and there are
Juvenile and Domestic Relations
Courts in the province
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imposable fine does not exceed
P10,000
Appellate
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4. Cases falling under the Family Courts in
areas where there are no Family Courts
All cases decided by lower courts in their
respective territorial jurisdictions
Jurisdiction of the Court of Appeals and the Supreme Court
Court of Appeals
Actions for annulment of judgment of
the Regional Trial Court
Exclusive and
Original
Concurrent
With the Supreme Court
1. Petitions
for
certiorari,
mandamus
or
prohibition
against the Regional Trial Court
2. Petitions
for
certiorari,
mandamus
or
prohibition
against the National Labor
Relations Commission but it
should be filed with the Court of
Appeals first (St. Martin Funeral
Home vs. CA, GR No. 130866,
Sept. 16, 1998)
3. Petitions
for
certiorari,
mandamus
or
prohibition
against
the
Civil
Service
Commission, Central Board of
Assessment Appeals, Court of
Tax Appeals and quasi‐judicial
agencies, but it should be filed
with the Court of Appeals first
With the Supreme Court and Regional
Trial Courts
1. Petitions
for
certiorari,
mandamus
or
prohibition
against lower courts and other
bodies
2. Petitions for Quo Warrant to
and habeas corpus
Ordinary Appeal by Notice of Appeal
Supreme Court
Petitions for certiorari, prohibition or
mandamus against:
a. Court of Appeals
b. Commission on Elections
c. Commission on Audit
d. Sandiganbayan
With the Court of Appeals
1. Petitions for certiorari, mandamus
or prohibition against the Regional
Trial Court
2. Petitions for certiorari, mandamus
or prohibition against the National
Labor Relations Commission but it
should be filed with the Court of
Appeals first (St. Martin Funeral
Home vs. CA, GR No. 130866, Sept.
16, 1998)
3. Petitions for certiorari, mandamus
or prohibition against the Civil
Service Commission, Central Board
of Assessment Appeals, Court of Tax
Appeals and quasi‐judicial agencies,
but it should be filed with the Court
of Appeals first
With the Court of Appeals and Regional
Trial Courts
1. Petitions for certiorari, mandamus
or prohibition against lower courts
and other bodies
2. Petitions for Quo Warrant to and
habeas corpus
With the Regional Trial Courts
Actions affecting ambassadors, public
ministers and consuls
By Notice of Appeal
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Appellate
1. Appeals from the Regional Trial
Court except those appealable
to the Supreme Court or
Sandiganbayan
2. Appeals from the Regional Trial
Court on constitutional, tax and
jurisdictional questions involving
questions of fact which should
be appealed first to the CA
3. Appeals from decisions and final
orders of the Family Courts
Petition for Review
1. Appeals from the Civil Service
Commission
2. Appeals from the Regional Trial
Court in the exercise of its
appellate jurisdiction which are
not a matter of right
3. Appeals from the Court of Tax
Appeals
and
quasi‐judicial
agencies
4. Appeal from the National
Commission on Indigenous
Peoples
5. Appeals from the Office of the
Ombudsman in administrative
disciplinary cases
8
1. From the Regional Trial Court or
Sandiganbayan in all criminal cases
involving offenses for which the
penalty imposed is reclusion
perpetua or life imprisonment, and
those involving other offenses,
although not so punished, arose out
of the same occurrence or were
committed by the offender on the
same occasion
2. Automatic Review in criminal cases
where death penalty is imposed by
the Regional Trial Court or the
Sandiganbayan
Petition for Review on Certiorari
1. Appeals from the Court of Appeals
2. Appeals from the Sandiganbayan on
pure questions of law except where
the penalty imposed is reclusion
perpetua, life imprisonment or
death
3. Appeals from the Regional Trial
Court exercising original jurisdiction
in the following cases:
a. All cases in which the
constitutionality or validity of
any treaty, agreement, law,
presidential
decree,
proclamation, order, instruction
or regulation is in question
b. All cases involving the legality of
any tax, imposition, assessment,
or toll, or any penalty imposed
in relation thereto
c. All cases in which the
jurisdiction of any lower courts
is in issue
d. Cases involving only an error or
question of law
Special Civil Action of Certiorari within 30
days
1. Against the Commission on
Elections
2. Against the Commission on Audit
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Jurisdiction of the Sandiganbayan
Sandiganbayan
1. Violations of the Anti‐Graft and Corrupt Practices Act (R.A. No. 3019)
2. Proceedings for the Forfeiture of Ill Gotten Wealth (R.A.No. 1379)
Exclusive and
Original Jurisdiction
3. Violations of Chapter 2, Section 2, Title 7, Book 2 of the Revised Penal Code
(Crimes Committed by Public Officers in Relation to their Office)
4. Civil and criminal cases filed pursuant to and in connection with EO Nos. 1,
2, 14 and 14‐A (Sequestration Cases)
5. Other offenses committed by public officials and employees in relation to
their office
Provided: That the offended is a public official occupying a position classified as
salary grade 27 or higher and the offense was committed in connection with
his office
Appellate
Appellate jurisdiction over appeals from final judgments, resolutions and
orders of regular courts where all the accused are occupying positions lower
than salary grade 27 or not otherwise covered by the preceding enumeration
Jurisdiction of the Court of Tax Appeals
Court of Tax Appeals
ExclusiveAppellate
Jurisdiction
1. Decisions of the Bureau of Internal Revenue in cases involving disputed
assessments, refunds of internal revenue taxes, fees or other charges,
penalties imposed in relation thereto, and other matters arising under
the National Internal Revenue Code or other laws or part of law
administered by the Bureau of Internal Revenue
2. Decisions of the Commissioner of Customs in cases involving liability for
customs duties, fees or other money charges; seizure, detention, release
of property affected, fines, forfeitures or other penalties imposed in
relation thereto; or other matters arising under the Tariff and Customs
Code or other laws or part of law administered by the Bureau of
Customs
3. Decisions of the Secretary of Finance in automatic review of the
decisions of the Commissioner of Customs that are adverse to the
government in cases involving the assessment of duties and matters of
imposition of anti‐dumping duties.
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Jurisdiction of the Family Courts
Family Courts
Exclusive
and Original
Jurisdiction
Civil Cases
Criminal Cases
1. Petitions for Guardianship, Custody of
Children and Habeas Corpus in relation
to the latter
1. One or more of the accused is below 18
years old but not less than 15 years old
2. Petitions for Adoption of Children and
the Revocation thereof
2. One of the victims is a minor at the time
of the commission of the crime
3.
3. Annulment and Declaration of Nullity of
Marriage and those relating to marital
status and property relations of
husband and wife and of those living
together under different status and
agreements
4.
Petitions for
Acknowledgment
Support
Cases against minors under
Dangerous Drugs Act
4. Violations of the Special Protection of
Children
Against
Child
Abuse,
Exploitation and Discrimination Act,
R.A. No. 7610, as amended by R.A. No.
7658
and/or
5. Summary judicial proceedings under
the Family Code
6. Declaration of Status of Children as
Abandoned, Dependent, or Neglected,
Petitions for Voluntary or Involuntary
Commitment of Children, matters
relating to Parental Authority and other
cases under P.D. No. 603 and other
related laws
7. Disputes arising from the Constitution
of a Family Home
the
5. Cases of domestic violence against
women and children
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1
CHAPTER 2: THE BASICS
JURAT
 It is that part of an affidavit where the officer certifies that the same was “sworn” before him. It
is used in affidavits, certifications, verifications or whenever the person executing a document
or instrument makes a statement of facts or attests to the truth of an occurrence of an event
under oath.
 It refers to an act in which an individual on a single occasion (a) appears in person before the
notary public and presents an instrument or document; (b) is personally known to the notary
public or identified by the notary public through competent evidence of identity; (c) signs the
instrument or document in the presence of the notary; and (d) takes an oath or affirmation
before the notary public as to such instrument or document.2 Briefly, it is that part of the
affidavit in which the notary public certifies that the instrument was sworn to before him.
 Sec. 163 (a) of the Local Government requires the presentation of the community tax certificate
on certain occasions. According to the law, these occasions are“[w]hen an individual subject to
the community tax acknowledges any document before a notary public, takes the oath of office
upon election or appointment to any position in the government service; receives any license,
certificate, or permit from any public authority; pays any tax or fee; receives any money from
any public fund; transacts other official business; or receives any salary or wage from any person
or corporation.”
 Additionally, the community tax certificate is required for transfer of land, or for the registration
of any transaction affecting land, in the civil registrar of a given local government unit.
 When the Local Government Code and the 2004 Notarial Rules are taken together, there is a
requirement for the community tax certificate to be presented to the notary public, especially in
documents affecting land, the title thereto or any interest therein.
SAMPLE: Jurat
SUBSCRIBED AND SWORN to before me this day of
, 2009 the affiant [is personally known
to me and exhibiting to me his Passport No.(competent proof of identity)
issued at
on
and his CTC No.
issued at
on
.
NAME OF NOTARY PUBLIC
Notary Public for the Province/City of
Address
Appointment No.
until December
Roll of Attorney No.
2
Section 6, Rule II of the Notarial Rules.
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2
PTR No.
;
IBP No.
;
MCLE Compliance No.
Doc No.
;
Page No. ;
Book No. ;
Series of 20 .
ACKNOWLEDGEMENT
 It is the act of one who has executed a deed, in going before some competent officer or court
and declaring it to be his act or deed. An acknowledgement is to authenticate an agreement
between two or more persons, or where the document contains a disposition of property.
 It refers to an act in which an individual on a single occasion (a) appears in person before the
notary public and presents an integrally complete instrument or document; (b) is personally
known to the notary public or identified by the notary public through competent evidence of
identity; and (c) represents to the notary public that the signature on the instrument or
document was voluntarily affixed by him for the purposes stated in the instrument or
document, declares that he has executed the instrument or document as his free and voluntary
act and deed, and if he acts in a particular representative capacity, that he has authority to sign
in that capacity.3 Simply, it the act of one who has executed a deed in going before some
competent officer or court and declaring it to be his act or deed.4
 Two‐fold function of an acknowledgment: (1) To authorize the deed to be given in evidence
without further proof of its execution; and (2) To entitle it to be recorded. The same purposes
may be accomplished by a subscribing witness going before the officer or court and making oath
to the fact of the execution, which is certified in the same manner.
SAMPLE: Acknowledgement
BEFORE ME, this
day of
, 20
in the Municipality/City of
,
Philippines, personally appeared
, with Passport No.(competent proof of
identity)
issued at
, on
and his Community Tax
Certificate No.
issued at
, on
, known to me to be the
same person who executed the foregoing instrument, and he acknowledged to me that the same is his
free act and deed.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal, the day and
place above written.
NAME OF NOTARY PUBLIC
Notary Public for the Province/City of
3
Section 1, Rule II of the Notarial Rules.
4
Tigno, et al. v. Spouses Aquino, et al., G.R. No. 129416, 25 November 2004.
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3
Address
Appointment No.
until December,
Roll of Attorney No.
PTR No.
;
IBP No.
;
MCLE Compliance No.
Doc No.
;
Page No. ;
Book No. ;
Series of 20 .
DEED


A deed is a legal instrument used to grant a right. Deeds are part of the broader category of
documents under seal. Deeds can be described as contract‐like as they require the mutual
agreement of more than one person.
See Chapter 6 on Contract Drafting for an in‐depth discussion and for samples of Deeds.
AFFIDAVIT
 An affidavit is a formal sworn statement of fact, signed by the declarant called an affiant and
witnessed by a taker of oaths such as a notary public. The name is Medieval Latin for he has
declared upon oath.
 Uses of affidavits include: (1) To allow evidence to be gathered from witnesses or participants
who may not be available to testify in person before the court, or who may otherwise fear for
their safety if their true identities are revealed in court; and (2) To obtain a declaration on a legal
document that the information provided by the applicant is truthful to the best of the
applicant's knowledge. If, after signing such a declaration, the information is found to be
deliberately untrue with the intent to deceive, the applicant may face perjury charges.
 If an affidavit is notarized or authenticated, it will also include a caption with a venue and title in
reference to judicial proceedings.
 Affidavits may be written in the first or third person, depending on who drafted the document.
If in the first person, the document's component parts are:
1.
2.
3.
4.
A commencement which identifies the affiant;
The individual averments, almost always numbered as mandated by law, each one
making a separate claim;
A conclusion generally stating that everything is true, under penalty of perjury, fine, or
imprisonment; and
An attestation, usually a jurat, at the end certifying the affiant made oath and the date.
Important!!! Parts of an Affidavit.
The VENUE is the designation of the place where the affidavit was taken to show whether the notary
public has acted within his jurisdiction.5
5
Section 2, Rule IV of A.M. No. 02‐8‐13‐SC (2004 Rules on Notarial Practice; hereinafter “Notarial Rules”)
states: “A notary public shall not perform a notarial act outside his regular place of work or business x x
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4
The SCILICET/SUBSCRIPSI (SS) is used to particularize a general statement, i.e. Republic of the
Philippines, SS, City of Pasig means: in the Republic of the Philippines, more particularly in the City of
Pasig.6
The BODY consists of the facts attested to by the affiant, who should have actual knowledge of the same
and not merely a belief thereof.
The allegations therein should be full, certain and exact. In short, accuracy of the statements in
the affidavit is indispensable.
Drafting an affidavit is just like story‐telling, making a narration of the events that transpired.
The body of an affidavit may be in the form of: (a) a narration or (b) question and answer.
The SIGNATURE OF THE AFFIANT which is found below the body of the affidavit.
The JURAT (as abovedefined).
SAMPLE: Affidavit of One and the Same Person
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
JOINT AFFIDAVIT
We, Mc Steamy and Eric Cartman, both Filipinos, of legal ages, and residents of No. 1 Rockwell
Drive, Rockwell Center, Makati City and No. 2 Rockwell Drive, Rockwell Center, Makati City, respectively,
having been duly sworn in accordance with law, hereby depose and state:
1.
2.
That we have personally known the person of MARIA CLARA for a long period of time
having been her long time friend;
That we know for a fact that the person by the name of "MARIA CLARA" appearing in
some documents and records or specifically in her Certificate of Live Birth and the
name "MARA CLARA" as appearing in the records of the Social Security System (SSS),
x” while Section 11, Rule II of the Notarial Rules reads: “The term “regular place of work or business
refers to a stationary office in the city or province wherein the notary public renders legal and notarial
services.
6
Supra note 2 at p. 771.
[LEGAL FORMS MANUAL]
ATENEO LAW 3D ’08‐‘09
3.
1
5
refer to one and the same person and that her true and correct name is MARIA CLARA;
and
As such, we execute this Affidavit or attest to the truth of the foregoing facts and for
whatever legal purpose that this Affidavit may serve.
IN WITNESS WHEREOF, we have set our hands this 12th day of April 2009 at Makati City, Metro
Manila, Philippines.
MC STEAMY
Affiant
ERIC CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit Attesting to the Death of a Person
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
JOINT AFFIDAVIT
We, Mc Steamy and Eric Cartman, both Filipinos, of legal ages, and residents of No. 1 Rockwell
Drive, Rockwell Center, Barangay Poblacion, Makati City and No. 2 Rockwell Drive, Rockwell Center,
Barangay Poblacion, Makati City, respectively, having been duly sworn in accordance with law, hereby
depose and state:
1.
2.
3.
4.
That we are Barangay Officials of the aforementioned Barangay being the
barangay chairman and barangay tanod, respectively;
That we know the person of Maria Clara because she was a resident of the
aforementioned Barangay of which we are officials;
That we know for a fact said Maria Clara died on April 12, 2009 at Powerplant
Mall, Rockwell Center, Barangay Poblacion, Makati City due to heart attack; and
That we are executing this affidavit to attest to the truthfulness of the fact of
death of the person of Maria Clara and for whatever legal purposes that this
statement may serve.
IN WITNESS WHEREOF, we have hereunto set our hands this 12 th day of April 2009, in the City of
Makati, Metro Manila, Philippines.
MC STEAMY
ERIC CARTMAN
[LEGAL FORMS MANUAL]
ATENEO LAW 3D ’08‐‘09
Affiant
1
6
Affiant
(JURAT)
SAMPLE: Affidavit of Doctor to Establish the Birth of a Person for Late Registration with
the Civil Registrar
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
AFFIDAVIT
I, Dr. Eric Cartman, Filipino, of legal age, single, and a resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, Philippines, having been duly sworn in accordance with law, hereby depose and
state:
1.
2.
3.
That I am a duly‐licensed medical doctor, practicing at the Makati Medical
Center with Professional License No. 122333 issued on January 1, 2009 at
Manila;
That on or about 12:00 noon of February 1, 2009, I personally attended to a
patient named Maria Clara in giving birth by normal delivery to a baby girl
whom they named as Mara Clara; and
That I execute this Affidavit to attest to the truth of the foregoing facts and for
any other legal purpose that this Affidavit may serve.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April 2009 at Makati City,
Metro Manila, Philippines.
ERIC CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Illegitimacy of a Child
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
[LEGAL FORMS MANUAL]
ATENEO LAW 3D ’08‐‘09
1
7
AFFIDAVIT OF ILLEGITIMACY
I, Maria Clara, Filipino, of legal age, single, and a resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, Philippines, having been duly sworn in accordance with law, hereby depose and
state:
1.
2.
3.
4.
5.
That I am the mother of Mara Clara who was born on February 1, 2009 at the
Makati Medical Center, Makati City, Metro Manila, Philippines;
That as appearing in the records of Office of the Civil Registrar of the City of
Makati, Philippines, the father of the said child is Eric Cartman, who is an
American citizen. The same is certified by the attached Certificate of Live Birth
of the said child;
That I hereby affirm and attest to the truth of the fact that the father of the
above‐mentioned child is indeed Eric Cartman;
That I also declare that under the laws of the Philippines or of the United States
of America, I and Eric Cartman were not incapacitated to marry each other at
the time of the conception or birth of the said child, nor are we incapacitated
to marry each other now or in the future; and
That I am executing this affidavit to attest to the truth of the foregoing facts.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April 2009 at Makati City,
Metro Manila, Philippines.
MARIA CLARA
Affiant
(JURAT)
SAMPLE: Affidavit of Late Registration of Marriage Contract
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
JOINT AFFIDAVIT
We, Mc Steamy and Eric Cartman, both Filipinos, of legal ages, both single, and residents of No.
1 Rockwell Drive, Rockwell Center, Makati City and No. 2 Rockwell Drive, Rockwell Center, Makati City,
respectively, having been duly sworn in accordance with law, hereby depose and state:
[LEGAL FORMS MANUAL]
ATENEO LAW 3D ’08‐‘09
1.
2.
3.
4.
5.
1
8
That we know the person of Mara Clara as the same has been a close
acquaintance for a long period of time;
That we know for a fact that Mara Clara and Juan de Dios were lawfully joined
together on April 1, 2009 in a marriage ceremony solemnized by Rev. Fr.
Joaquin G. Bernas, SJ;
That we are likewise aware that the date of marriage appearing in the
Certificate of Live Birth issued for their child, March 28, 2009, is not the true
and correct one as they have not yet taken each other as husband and wife at
the time of his birth;
That it was discovered but recently when Mara Clara requested for a copy of
their Marriage Contract from the Civil Registrar that the said document has not
yet been registered probably through oversight and so the said Marriage
Contract was only registered last April 10, 2009; and
As such, we execute this Affidavit to certify or attest to the truth of the
foregoing facts and for whatever any and all legal purposes that this Affidavit
may serve.
IN WITNESS WHEREOF, we have set our hands this 12th day of April 2009at Makati City, Metro
Manila, Philippines.
MC STEAMY
Affiant
ERIC CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Legitimation of a Child
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
JOINT AFFIDAVIT OF LEGITIMATION
We, Eric Cartman and Maria Clara Cartman, both Filipinos, of legal ages, spouses, and residents
of No. 1 Rockwell Drive, Rockwell Center, Makati City, having been duly sworn in accordance with law,
hereby depose and state:
[LEGAL FORMS MANUAL]
ATENEO LAW 3D ’08‐‘09
1.
2.
3.
4.
That we have been legally married to each other on April 1, 2009at a wedding
ceremony solemnized by Rev. Fr. Joaquin G. Bernas, SJ. A copy of our marriage
certificate is attached hereto and made an integral part of this affidavit;
That prior to our marriage and outside of wedlock, a child, named Mara Clara,
was conceived and born on March 28, 2009 at Makati City;
That at the time of the conception of said child, we were not disqualified by
any impediment to marry each other, and, therefore, by virtue of our
subsequent marriage, the said child is now legitimated by operation of law,
particularly Article 177 of the Family Code; and
That we execute this affidavit to declare the truth of the foregoing facts.
IN WITNESS WHEREOF, we have hereunto set our hands this 12th day of April 2009 at Makati
City, Metro Manila, Philippines.
MARIA CLARA CARTMAN
Affiant
ERIC CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Supplemental Report for the Office of the Civil
Registrar
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
AFFIDAVIT OF SUPPLEMENTAL REPORT
I, Pedro Cartman, Filipino, of legal age, single, and resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, having been duly sworn in accordance with law, hereby depose and state:
1. That I was born on April 1, 1985 at Makati City to spouses Maria Clara Cartman
and Earl Cartman;
2. That since I was young, I have always been known and called by the first name
"PEDRO" and that it is the same first name that I have been using in all my
documents and identification papers;
3. However, it appears from the records of the Office of the Civil Registrar of
Makati City that I was registered therein without a given first name;
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9
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4. That it is my desire to be registered with the said Office of the Civil Registrar of
Makati City with the first name "PEDRO";
5. That the failure to state my first name was purely the inadvertence of my
parents who failed to do so because of their uncertainty at first as to what name
would be given me at the time of the registration of the facts of my birth with
the said office; and
6. As such, I execute this Affidavit to certify or attest to the truth of the foregoing
facts and for whatever legal purpose that this Affidavit may serve.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April 2009 at Makati City,
Metro Manila, Philippines.
PEDRO CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit in Support of Reckless Imprudence
Complaint for Damage to Vehicle
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
AFFIDAVIT
I, Pedro Cartman, Filipino, of legal age, single, and resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, having been duly sworn in accordance with law, hereby depose and state:
1. That I am a duly licensed driver with Driver's License No. 1223333, which is valid
until the year 2011 and that I usually drive a vehicle in bringing my son to school
at Ateneo de Manila University in Loyola Heights, Quezon City, which vehicle is
specifically described as a Mercedes Benz Kompressor with Motor No. 12222,
Chassis No. 12222 and with Plate No. XXX 123 issued by the Land Transportation
Office of the City of Makati and is registered in my name, with Certificate of
Registration No. 122222 issued on April 1, 2009 and with MVMRR No. 122223
dated March 11, 2009;
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2. That on April 10, 2009 at around two o’clock in the afternoon, when I brought
my son to school and when the said vehicle was parked at the Grade School
parking lot of the school, another vehicle, identified as a Ford Expedition with
Plate No. XXX 124 and red in color, stopped in front of my vehicle to also bring
an a student to school;
3. That after the student who alighted from the said Ford Expedition had entered
the school gate, the driver of the said Ford Expedition, recklessly and
impudently, tried to make a U‐Turn and hit/bumped my vehicle and that when I
instantaneously blew my horn, the driver of the said Ford Expedition quickly
accelerated and feloniously fled away in the direction going to Katipunan
Avenue;
4. That as a result of the incident, the Mercedes Benz that I was driving sustained
damage in its bumper;
5. That the said incident was witnessed by many persons, most of whom are also
parents of students who were likewise bringing their children to school, and has
been duly documented in the Blotter of the Traffic Division of Quezon City;
6. That upon inquiry with the Security Office of the school, it was discovered that
the said Ford Expedition has been issued a Car Pass by the school upon
application of a certain Ian Cruz, a Grade 7 student of the school, with residence
at No. 25 Dorothy St., Loyola Heights, Quezon City; and
7. That I am executing this Affidavit to attest to the truth of the foregoing and in
support of charges for "RECKLESS IMPRUDENCE" against the driver of the said
Ford Expedition or for whatever other action that may be filed against the driver
and/or registered owner of the said vehicle and in support of claims against the
insurer for the repair of the damage caused to the vehicle I was driving.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April 2009 in Makati City,
Metro Manila, Philippines.
PEDRO CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Denial of Criminal Cases
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
2
1
[LEGAL FORMS MANUAL]
ATENEO LAW 3D ’08‐‘09
AFFIDAVIT
I, Pedro Cartman, Filipino, of legal age, single, and resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, having been duly sworn in accordance with law, hereby depose and state:
1. That I am NOT the same person as one Pedro Cartman a.k.a. Pedro Penduko
who was charged under Criminal Case No. 12333 before the Regional Trial Court
of Makati City for the crime of Rape;
2. That I have never been the subject of any criminal complaint, charge or
proceeding before any prosecutor or court; and
3. As such, I am executing this Affidavit to certify or attest to the truth of the
foregoing facts and for purpose of denying that I am the Pedro Cartman who is
the subject of the aforementioned case and for whatever legal purpose that this
Affidavit may serve.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Makati City, Metro
Manila, Philippines.
PEDRO CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Damage to Warehouse Building by Fire
for Fire Insurance Claim
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
AFFIDAVIT
I, Earl Cartman, Filipino, of legal age, single, and resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, having been duly sworn in accordance with law, hereby depose and state:
1. That I am the Manager of Colgate Palmolive, a domestic corporation engaged in
the distribution of a variety of commercial products;
2. That the said company maintains a warehouse for its products at J.P. Rizal St.,
Poblacion, Makati City, Metro Manila, Philippines;
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3. That sometime on April 1, 2009 at around ten o'clock in the evening, a big fire
broke out in the said warehouse which caused damage on its main warehouse,
and destroyed/damaged/spoiled many of the assorted stocks and merchandise
stored in the said warehouse;
4. That the said fire was controlled and put off only about ten hours later by the
efforts of the different fire brigades which responded to our call for assistance;
and
5. That I am executing this Affidavit to attest to the truth of the foregoing and in
support of the company's claim on the fire/building insurance of the said
warehouse/building.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Makati City, Metro
Manila, Philippines.
EARL CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Death Due to Vehicle Accident for Insurance Claim
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
AFFIDAVIT
I, Earl Cartman, Filipino, of legal age, widower, and resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, having been duly sworn in accordance with law, hereby depose and state:
1. That I am the widower of Maria Clara Cartman;
2. That my wife died on April 1, 2009 because of head injuries sustained in a
vehicular accident as per the results of the autopsy conducted by Dr. Vicki Belo;
3. That per investigation of the Makati Police Station, my wife died as a result of a
vehicular accident at Rockwell Drive, Rockwell Center, Makati City.Whenshe was
driving, she was bumped/hit by a truck coming from the opposite direction;
4. That my wife was a duly licensed driver at the time of the incident and was
carrying Driver's License No. 12333 and was riding on a BMW, white in color and
with Plate No. XYH 123 owned by me with Certificate of Registration No. 12333;
and
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3
[LEGAL FORMS MANUAL]
ATENEO LAW 3D ’08‐‘09
5. That I am executing this affidavit to attest to the truth of the foregoing and for
whatever legal purposes that this statement may serve.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Makati City, Metro
Manila, Philippines.
EARL CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Loss (ATM cards and Driver’s License)
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
AFFIDAVIT OF LOSS
I, Earl Cartman, Filipino, of legal age, widower, and resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, having been duly sworn in accordance with law, hereby depose and state:
1. That I am an employee of GMA Network, Inc. at Makati City, Metro Manila,
Philippines and at the same time a duly‐licensed driver;
2. That on April 1, 2009 at around seven o’clock in the evening, while I was at the
bus station at Cubao, I lost my wallet which I usually place in my back pocket;
3. That inside the said wallet are my Driver's License and ATM Card issued by
Malayan Bank, Kamuning Branch;
4. That despite diligent search and efforts to locate the said wallet and my Driver's
License and my ATM Card, I could not find them such that I now believe that
they are now lost beyond recovery;
5. That my Driver's License has not been confiscated by the LTO, Police or other
Traffic Enforcers for any traffic violation; and
6. As such, I am executing this Affidavit of Loss to attest to the truth of the
foregoing and to support my application for the issuance of a new Driver's
License and a new ATM Card, in lieu of the ones that were lost.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Makati City, Metro
Manila, Philippines.
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4
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EARL CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Loss (Passport)
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
AFFIDAVIT OF LOSS
I, Earl Cartman, Filipino, of legal age, widower, and resident of No. 1 Rockwell Drive, Rockwell
Center, Makati City, having been duly sworn in accordance with law, hereby depose and state:
1. That on April 1, 2009, I was issued a Philippine Passport by the Department of
Foreign Affairs in Manila;
2. That recently I had tried to look for the said passport but the same could not be
found;
3. That despite diligent search and efforts to locate the said passport, I could not
find the same such that I now believe that it is now lost beyond recovery; and
4. As such, I am executing this Affidavit of Loss to attest to the truth of the
foregoing and to support the application for the issuance of new one in lieu of
the one which was lost.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Makati City, Metro
Manila, Philippines.
EARL CARTMAN
Affiant
(JURAT)
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SAMPLE: Marine Protest (An Affidavit under the Code of Commerce)
REPUBLIC OF THE PHILIPPINES)
Province of Sulu
Municipality of Jolo
) S.S.
)
MARINE PROTEST
Name: Marvin Lee
Age: 50
Civil Status: Married
Address: No. 6 Naranghita St., Project 2, Quezon City, Metro Manila, Philippines
Position: Ship Captain Type/Cargo/Burden: Tuna Meat (goods)
Home Port: Manila
Registry Number: 123333332323232
Gross Tons: 20.5
Net Tons: 15.8
After being duly sworn to in accordance with law, do hereby declare and state on
protest:
1. That on (continue with the facts and circumstances that transpired in
theincident);
2. That I, as Master, (Indicate what actions the master initiated);
3. That I as Master (Indicate the respondents and their address if any);
4. That the prevailing weather at the time was as follows:
General Description:
Wind Direction:
Height of Seas:
Tide:
Visibility:
Other Remarks:
Velocity:
Feet:
Flood
Kits:
5. That the incident resulted injuries to
to
PROTEST
persons and death
persons, whose names are listed in Exhibit "A" of this
6. That this incident likewise resulted to loss or slight damage to the
belonging to
(P
in the estimated amount of
) and detailed in Exhibit
"B" of this PROTEST:
7. That my organization / shipping company is as follows:
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Company:
Address:
Telephone(s):
Fax:
8. That further/additional information/data is appended hereto as Exhibit "1" of
this PROTEST.
MARVIN LEE
Ship Captain
(JURAT)
NOTE: When SUMMARY OF CASES WHERE PROTEST IS REQUIRED
(cf. Code of Commerce)
1. Under 612, when the vessel makes an arrival under stress
2. Under 612, 624 and 843, where the vessel is shipwrecked
3. Under 624, where the vessel has gone through a hurricane or when the captain believes that the
cargo has suffered damages or averages
4. Under 835, in case of maritime collisions
SAMPLE: Judicial Affidavit
(As an attachment to a Petition for Writ of Amparo and Habeas Corpus)
REPUBLIC OF THE PHILIPPINES)
Quezon City, Metro Manila
) S.S.
AFFIDAVIT
I, Vicente de Ramos, Filipino citizen, of legal age, married to Angelina de Ramos and a resident of
123 Cotabato Street, New Manila, Quezon City, after having been duly sworn in accordance with law,
hereby depose and say:
Q: What is your name?
A: I am Vicente de Ramos.
Q: Where do you live?
A: I live at 123 Cotabato Street, New Manila, Quezon City.
Q: Are you related to Danielle de Ramos?
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8
A: Yes.
Q: How are you related to her?
A: She is my daughter.
Q: Where does your daughter live?
A: She lives with me.
Q: What is the nature of work of your daughter?
A:She is actively an officer of the Human Rights Organization, an organization engaged in
advocating human rights.
Q: Where is the Human Rights Organization located?
A: It is located in Unit 201 Siete Remedios Tower, New Manila, Quezon City.
Q: How does your daughter go to work?
A: She brings her own car to work. On seldom occasions, especially when she cannot use her
own car, I bring her to work.
Q: Thank you Mr. de Ramos. Let’s focus on the date of your daughter’s alleged forced
disappearance. Do you remember the happenings on 5 September 2008?
A: Yes.
Q: On 5 September 2008, when did you last see and talked to your daughter?
A: I last saw her during breakfast, before we headed to our respective workplaces.
Q: Did you bring your daughter to work that day?
A: No, she drove herself to work.
Q: How are you sure that your daughter was able to go to work that day?
A: She called me up and told me that she has already arrived at her office.
Q: Let us fast forward to the evening of the same date. Can you narrate your daughter’s regular
practice when she goes home from work?
A: She regularly calls me or sends me a text message, informing me that she is on her way home.
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Q: On the evening of 5 September 2008, did she contact you?
A: Yes, she did.
Q: What time did she contact you that night?
A: I received a text message at around 8:00pm. She said that she was on her way home from
work.
Q: Did she arrive home that night?
A: She did not.
Q: What did you do when she did not go home after she contacted you?
A: I waited for a few hours for her to go home. I tried to contact her but she was not answering
her phone. I really got worried. I decided to drive down to her office to see if she was there.
Q: When you arrived at her office, what happened?
A: I saw her car was still parked in the parking lot. I approached the security guard on duty to
inquire about the whereabouts of my daughter.
Q: Do you know the name of this security guard?
A: Yes, he is Christopher Nepomuceno and was the one on duty that night.
Q: What did the security guard tell you?
A: He told me that my daughter was on her way to her car when a van blocked her way and
three large‐built men came down the van and took forcibly my daughter inside. The men had
holstered pistons and one was wearing fatigue pants. After taking my daughter, the van swiftly
drove away. My daughter dropped her things on the parking lot.
Q: What did you do next after the guard told you that your daughter was abducted?
A: I immediately contacted the authorities and asked them for help but Christopher
Nepomuceno previously have reported the matter to them right after the abduction of my
daughter.
Q: Were they able to help you locate your daughter?
A: No but it was found out that a day before the date of her disappearance, men who identified
themselves as ISAFP agents had asked about my daughter and has been noticed to have been
conducting activities in her office premises for weeks.
Q: Why do you think ISAFP agents would be asking about your daughter?
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A: My daughter has recently told me that she was currently working on an investigative project
on certain officials of the Armed Forces of the Philippines and the ISAFP on alleged corruption
and abusive practices.
Q: Another thing, just to make it clear. Did you have any altercation with your daughter last 5
September 2008 or days before that might have caused her to run away or just spend time
somewhere else?
A: No. My daughter and I didn't have any altercation. And knowing my daughter’s personality
and being close to her, she is not the type to run away or go somewhere without
communicating with her family or friends.
Q: Has your daughter contacted you or any members of your immediate family ever since her
forced abduction?
A: No.
Q: Since her disappearance, and after searching the usual places she visits, were you able to
locate her whereabouts?
A: No.
Further Affiant sayeth none.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Quezon City, Metro
Manila, Philippines.
VICENTE DE RAMOS
Affiant
(JURAT)
SAMPLE: Affidavit of Ownership of Personal Properties for Contract of Pledge
REPUBLIC OF THE PHILIPPINES)
Quezon City, Metro Manila
) S.S.
AFFIDAVIT OF OWNERSHIP
[LEGAL FORMS MANUAL]
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1
I, Vicente de Ramos, Filipino citizen, of legal age, married to Angelina de Ramos and a resident of
123 Cotabato Street, New Manila, Quezon City, after having been duly sworn in accordance with law,
hereby depose and say:
1. That I am the true and absolute owner of the following personal properties, to
wit:
2 Pieces of Gold Rings with 18‐karat Diamond Stones
4 Pieces of Platinum Bracelets
2. That I intend to deliver the said personal properties as a collateral to secure the
loan that I am applying for from Banco Filipino Ongpin Branch;
3. That I hereby warrant title and ownership over the above‐mentioned personal
properties and I will defend the possession of the Pledge from eviction; and
4. That I execute this Affidavit of Ownership to attest to the truth of the
aforementioned facts and in support of my application for a loan and for any
other legal purposes that this Affidavit could serve.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Quezon City, Metro
Manila, Philippines.
VICENTE DE RAMOS
Affiant
(JURAT)
SAMPLE: Adverse Claim for Deed of Conditional Sale
REPUBLIC OF THE PHILIPPINES)
Quezon City, Metro Manila
) S.S.
AFFIDAVIT OF ADVERSE CLAIM
I, Vicente de Ramos, Filipino citizen, of legal age, married to Angelina de Ramos and a resident of
123 Cotabato Street, New Manila, Quezon City, after having been duly sworn in accordance with law,
hereby depose and say:
1. On April 1, 2009, I have entered into a Deed of Conditional Sale which was
acknowledged on the same date before Notary Public Roderick Paulate of
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Makati City and entered in his Notarial Register as Doc. No. 1; Page No. 1; Book
No. 1, Series of 2009. A copy of the said Deed is hereto attached and made an
integral part of this Affidavit;
2. That in the said Deed of Conditional Sale, I was the VENDEE of a certain parcel of
land covered by Transfer Certificate of Title No. T‐8911, more particularly
described as follows:
Transfer Certificate of Title No. T‐8911
A PARCEL OF LAND (Lot 45 of the consolidation‐subdivision plan
(LRC) Pcs‐4111, being a portion of the consolidation of Lots 4 and 7,
Psu‐112287 Amd., LRC (GLRO) Rec. No. N‐17511), situated in the
Dist. Of Concepcion, City of Sta. Rosa, Laguna, Island of Luzon.
Bounded on the NE., points 3 to 6, by Lot 95; on the S., points 6 to 1
by Lot 40; on the SW., points 1 to 2, by Lot 41; and on the N., points
2 to 3 by Lot 45, all of the consolidation‐subdivision plan. Beginning
at a point marked "1" on plan, being N. 51 deg. 36' E., 1321.76 m.
from B.L.L.M. No.1, Sta. Rosa, Laguna xxx containing an area of
2,000 square meters, more or less (a copy of which title is hereto
attached as Annex "A")
3. That, because I still have a balance on the purchase price in the amount of ONE
MILLION PESOS (P1,000,000.00) which is payable within TWO YEARS from the
date of signing thereof, it was stipulated in the aforementioned Deed that title
and ownership over the subject property will only be transferred upon full
payment of the same;
4. That the VENDOR in the said Deed of Conditional Sale agreed that upon its
execution, said Deed shall be annotated in the Title with the Office of the
Register of Deeds of Sta. Rosa, Laguna;
5. However, since the said Deed of Conditional Sale per se could not be annotated
on the Title with the Office of the Register of Deeds, I am therefore executing
this Affidavit for the purpose of attesting to the truthfulness of the foregoing
allegations and in support of my request for the annotation of an adverse claim
over the parcel of land covered by the Transfer Certificate of Title No. T‐8911.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Quezon City, Metro
Manila, Philippines.
VICENTE DE RAMOS
Affiant
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(JURAT)
SAMPLE: Affidavit for Cancellation of Entries in the TCT
REPUBLIC OF THE PHILIPPINES)
Quezon City, Metro Manila
) S.S.
AFFIDAVIT
I, Vicente de Ramos, Filipino citizen, of legal age, married to Angelina de Ramos and a resident of
123 Cotabato Street, New Manila, Quezon City, after having been duly sworn in accordance with law,
hereby depose and say:
1. That I am the true and registered owner of a certain parcel of land which is
covered by Transfer Certificate of Title No.T‐8911, more particularly described
as follows:
Transfer Certificate of Title No. T‐8911
A PARCEL OF LAND (Lot 45 of the consolidation‐subdivision plan
(LRC) Pcs‐4111, being a portion of the consolidation of Lots 4 and 7,
Psu‐112287 Amd., LRC (GLRO) Rec. No. N‐17511), situated in the
Dist. Of Concepcion, City of Sta. Rosa, Laguna, Island of Luzon.
Bounded on the NE., points 3 to 6, by Lot 95; on the S., points 6 to 1
by Lot 40; on the SW., points 1 to 2, by Lot 41; and on the N., points
2 to 3 by Lot 45, all of the consolidation‐subdivision plan. Beginning
at a point marked "1" on plan, being N. 51 deg. 36' E., 1321.76 m.
from B.L.L.M. No.1, Sta. Rosa, Laguna xxx containing an area of
2,000 square meters, more or less (a copy of which title is hereto
attached as Annex "A")
2. That annotated on said Transfer Certificate of Title No. 8911 is a notice of lis
pendens dated March 18, 2008;
3. That the effectivity and efficacy of said entries have since expired as shown by
the dates thereon and/or were correspondingly superseded by other entries
which are also being caused to be cancelled in view of the fact that the party to
said annotation has registered no opposition to its cancellation; and
4. That I am executing this affidavit purposely requesting the Register of Deeds to
cause the cancellation of the above‐mentioned entries in the aforementioned
Transfer Certificate of Title.
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IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Quezon City, Metro
Manila, Philippines.
VICENTE DE RAMOS
Affiant
(JURAT)
SAMPLE: Affidavit of Consolidation of Ownership
REPUBLIC OF THE PHILIPPINES)
Quezon City, Metro Manila
) S.S.
AFFIDAVIT OF CONSOLIDATION OF OWNERSHIP
I, Vicente de Ramos, Filipino citizen, of legal age, married to Angelina de Ramos and a resident of
123 Cotabato Street, New Manila, Quezon City, after having been duly sworn in accordance with law,
hereby depose and say:
1. That in the public auction sale conducted by the City Sheriff of Quezon City
on April 1, 2008 pursuant to the provisions of Act 3135 as amended, the
undersigned Affiant became the purchaser of a certain foreclosed property
with all its improvements, more particularly described as follows:
Transfer Certificate of Title No. T‐8911
A PARCEL OF LAND (Lot 45 of the consolidation‐subdivision plan
(LRC) Pcs‐4111, being a portion of the consolidation of Lots 4 and
7, Psu‐112287 Amd., LRC (GLRO) Rec. No. N‐17511), situated in
the Dist. Of Concepcion, City of Sta. Rosa, Laguna, Island of Luzon.
Bounded on the NE., points 3 to 6, by Lot 95; on the S., points 6 to
1 by Lot 40; on the SW., points 1 to 2, by Lot 41; and on the N.,
points 2 to 3 by Lot 45, all of the consolidation‐subdivision plan.
Beginning at a point marked "1" on plan, being N. 51 deg. 36' E.,
1321.76 m. from B.L.L.M. No.1, Sta. Rosa, Laguna xxx containing
an area of 2,000 square meters, more or less (a copy of which title
is hereto attached as Annex "A")
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2. That the said Sheriff sold the above‐described property with all the
improvements and buildings thereon to the undersigned Affiant as the
highest bidder for the sum of ONE MILLION PESOS (P1,000,000.00),
Philippine Currency;
3. That a Certificate of Sale at Public Auction was issued by the said Sheriff in
favor of the undersigned Affiant and the same was duly registered with the
office of the Registry of Deeds of Quezon City on April 10, 2008 as Entry No.
123 on the aforementioned title; and
4. That the one (1) year period for redemption has already expired without the
Mortgagor or any person in his representation having exercised their right
of redemption over the said property and therefore, the consolidation of
title and ownership over the said property in favor of the undersigned
Affiant is proper and in accordance with law.
WHEREFORE, by failure of the Mortgagor to redeem the said property, I am executing this
Affidavit for the purpose of consolidating title and ownership over the above‐described property with all
improvements and buildings thereon, as provided for by law, and I hereby request the Office of the
Register of Deeds to register the same and issue a new title in the name of the undersigned Affiant.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Quezon City, Metro
Manila, Philippines.
VICENTE DE RAMOS
Affiant
(JURAT)
SAMPLE: Affidavit of Declaration of Ownership of Real Property
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
DECLARATION OF OWNERSHIP
I, EARL CARTMAN, of legal age, Filipino, single, Manager of ABC Corporation, after having been
duly sworn to in accordance with law, hereby depose and state:
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1. That the said Corporation is the owner of certain parcel of land, more
particularly described as follows:
Transfer Certificate of Title No. T‐8911
A PARCEL OF LAND (Lot 45 of the consolidation‐subdivision plan
(LRC) Pcs‐4111, being a portion of the consolidation of Lots 4 and
7, Psu‐112287 Amd., LRC (GLRO) Rec. No. N‐17511), situated in
the Dist. Of Concepcion, City of Sta. Rosa, Laguna, Island of Luzon.
Bounded on the NE., points 3 to 6, by Lot 95; on the S., points 6 to
1 by Lot 40; on the SW., points 1 to 2, by Lot 41; and on the N.,
points 2 to 3 by Lot 45, all of the consolidation‐subdivision plan.
Beginning at a point marked "1" on plan, being N. 51 deg. 36' E.,
1321.76 m. from B.L.L.M. No.1, Sta. Rosa, Laguna xxx containing
an area of 2,000 square meters, more or less (a copy of which title
is hereto attached as Annex "A")
2. That the said aforementioned Transfer Certificate of Title over said property
includes and contains all the permanent improvements and buildings located
and situated thereon; and
3. That I execute this Affidavit to attest and declare the truth of the foregoing facts
and for whatever legal purposes that this Affidavit may serve.
IN WITNESS WHEREOF, I have set my hand this 12th day of April 2009, in Quezon City, Metro
Manila, Philippines.
EARL CARTMAN
Affiant
(JURAT)
SAMPLE: Affidavit of Consent and Support for Travel of a Minor
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
JOINT AFFIDAVIT OF SUPPORT
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We, Maria Clara Cartmanand Eric Cartman, both Filipinos, of legal ages, and both residents of
No. 1 Rockwell Drive, Rockwell Center, Makati City, with Residential Telephone No. (632) 912332 and
with Tax Identification Nos. (T.I.N.) 12345 and 67890, respectively, after having been duly sworn in
accordance with law, hereby depose and state:
1. That we are the parents of Mara Clara Cartman who is of legal age and a citizen
of the Republic of the Philippines and a holder of valid Philippine Passport with
No. 123456 and who is going for a trip abroad specifically to the United States
this 20th day of April 2009;
2. That we are giving our full consent to our said daughter to travel abroad or
specifically to the United States;
3. That for this purpose, we have sufficient and adequate financial capacity to
support and defray the said travel and do hereby undertake to finance her trip
abroad from the application fees, airline tickets, board and lodging, pocket
money and such other expenses that she may incur so that she would neither
be a burden to the state nor at their place of destination at any time during her
trip abroad;
4. That there is no criminal case pending in court against her nor has she been
charged of subversion, rebellion, insurrection or any crime or offense involving
moral turpitude in any court of the Philippines; and
5. That we are executing this affidavit to declare the truth of the foregoing facts
and for whatever legal purpose it may serve.
IN WITNESS WHEREOF, we have set our hands this 12th day of April 2009at Makati City, Metro
Manila, Philippines.
MARIA CLARA CARTMAN
Affiant
EARL CARTMAN
Affiant
(JURAT)
SAMPLE: Bulk Sales Affidavit
BULK SALES AFFIDAVIT
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Note: A Bulk Sales Affidavit is not an agreement/contract, but is needed when a corporation sells all or
substantially all of its assets.
REPUBLIC OF THE PHILIPPINES)
MAKATI CITY
) S.S.
BULK SALES AFFIDAVIT
KNOW ALL MEN BY THESE PRESENTS:
The undersigned individual, residing at 234 Rockwell Drive, Makati City, after being duly
sworn, deposes:
1. I am the President of the Corporation known as SANTO REALTY INC. hereinafter referred to
as the "Corporation" and I am the person who executed the attached bill of sale on behalf of the
Company.
2. The Corporation is the sole owner of the property described in the attached bill of sale and
has full right to sell and transfer the property involved.
3. All of the property described in the attached bill of sale is free and clear of all obligations
and encumbrances.
4. There are no existing court judgments, nor any liens, replevin, attachments or executions,
nor any petition in bankruptcy, nor has any arrangement proceeding been filed by or against the
Corporation. In addition, the Corporation has not taken advantage of any law relating to insolvency.
This affidavit is made to induce the Purchaser to accept the transfer of the goods described in
the attached invoice. It is also to assure compliance with the bulk transfer provisions of the Act No. 3952
or The Bulk Sales Law to assure the Purchaser that there are no creditors of the Company who are
entitled to the statutory notice of sale.
IN WITNESS WHEREOF, I have hereunto set my hand this 04th day of January 2009 at the City of
Makati, Philippines.
Jonathan Francis Nepomuceno
President
SANTO REALTY INC.
SUBSCRIBED AND SWORN to before me this 04th day of January 2009 at the City of Makati,
Philippines affiant exhibiting his Passport with number SSO 1234567 issued on 01 October 2008 at the
City of Manila, Philippines.
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NOTARY PUBLIC
Doc. No.
Page No.
Book No.
Series of 2
;
;
;
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CHAPTER 3: CONTRACTS AND DEEDS
CONTRACT
 A contract is a meeting of minds between two persons whereby one agrees to give something or
render some service to another for a consideration. (Article 1318, Civil Code)
ELEMENTS OF A CONTRACT
 There is no contract unless the following requisites concur: (1) consent of the contracting
parties; (2) an object certain which is the subject of the contract; and (3) the cause of the
obligation which is established. (ABS‐CBN Broadcasting Corp. v. Court of Appeals, 301 SCRA 572)
UNILATERAL DEED/CONTRACT (APPLICABLE TO SALES)
 Vendee assumes no obligation.
 No need for the vendee or the other party to sign the deed/contract or for an acknowledgment
thereof.
BILATERAL DEED/CONTRACT (APPLICABLE TO SALES)
 Vendee is obliged to do something.
 Vendee or the other party must sign both the deed and the acknowledgment.
OPERATIVE WORDS TO REMEMBER
 Deed of Sale: SELL, TRANSFER AND CONVEY (In case of sale under pacto de retro, state such a
fact with the operative words REPURCHASE AND RESELL.)
 Deed of Assignment: ASSIGN, TRANSFER AND CONVEY
 Deed of Exchange: CEDE, TRANSFER AND CONVEY
 Deed of Donation: for and in consideration of love and affection
 Power of Attorney: name, constitute and appoint, HEREBY GIVING AND GRANTING
Cardinal Rules in Drafting Contracts as Legal Documents7
Rule 1
The usual commencement of a contract should be:
“This Agreement” or “An Agreement” or “Articles of Agreement”
7
San Beda College of Law Reviewer 2008, citing Guevara, 15th Revised Edition.
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Although it is better to state the particular kind of contract or agreement to be drafted such as “This
Mortgage”, “This Contract of Sale”, “This Contract of Lease”
Rule 2
The FULL NAMES of the parties, their capacity, civil status, and their residences, should come next.
The logical order in which the parties are to be named in the document must be observed.
Example:
 Deed of Conveyance:
Name of seller, mortgagor, or grantor must first be stated
 Employment Contract:
Name of employer usually comes first
Rule 3
The principal or operational clauses of the document should be stated in separate, numbered
paragraphs. The purpose is to facilitate ready reference thereto
Rule 4
Verbosity should be avoided.
Rule 5
Specific or technical terms, which have special meanings in the document, should be especially
defined.
Rule 6
Names of parties should be repeated. The use of PRONOUNS would give rise to AMBIGUITY.
Rule 7
The document must be NEAT, FREE FROM ERASURES, INTERLINEATIONS, or SUSPICIONS OF
ALTERATIONS.
Rule 8
A clause may be inserted at the end of an agreement that:
“This contract shall extend and be binding upon the parties thereto, their executors, administrators,
and assigns”
Rule 9
The place and date of execution of the document usually come LAST, and may be stated thus:
“Signed in the City of Manila, Philippines, this
day of
Important Requirements for Specific Deeds/Contracts
DEED OF SALE
, 20
.”
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The property must be stated in its particularity (re: technical description)
CHATTEL MORTAGE
 It must include an affidavit of good faith.
SALE UNDER THE BULK SALES LAW
 It must include an affidavit of vendor stating that at the time of sale, he had no creditors, or if
there was creditor/s, copy of notice to them regarding the sale. (Sec. 3, Act. 3952, “The Bulk
Sales Law”) See affidavit for bulks sales in Chapter 2 for a sample form.
What shall be deemed to be a sale and transfer in bulk?
 A sale and transfer in bulk is any sale, transfer, mortgage or assignment:
1. Of a stock of goods, wares, merchandise, provisions, or materials otherwise than in the
ordinary course of trade and the regular prosecution of the business of the vendor,
mortgagor, transferor, or assignor, or
2. Of all, or substantially all, of the business or trade theretofore conducted by the vendor,
mortgagor, transferor, or assignor, or
3. Of all, or substantially all, of the fixtures and equipment used in and about the business of
the vendor, mortgagor, transferor, or assignor. (Sec. 2, Bulk Sales Law.)
What are the exceptions to this rule?
 It will not be deemed a sale and transfer in bulk in contemplation of the Bulk Sales Law:
1. If such vendor, mortgagor, transferor, or assignor produces and delivers a written waiver of
the provisions of this Act from his creditors as shown by verified statements (Sec. 2, Bulk
Sales Law), or
2. If such vendor, mortgagor, transferor, or assignor is an executor, administrator, receiver
assignee in insolvency, or public officer, acting under judicial process. (Sec. 8, Bulk Sales
Law.)
BASIC TEMPLATE OF A CONTRACT/AGREEMENT
SAMPLE: Basic Template of a Contract/Agreement
N.B. This is a basic template. The sample forms presented after may vary in form, but should contain the
same essential elements – parties, object, consideration, consent. Templates for Parties 1 and 2 can be
interchanged depending on the role of each party in the contract/agreement. Also, it is possible that
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both parties are corporations. If this is the case, apply the template of party 1 for both parties. It is also
possible that they are both natural persons. In that case, apply the template of party 2 for both parties.
[TITLE OF CONTRACT/AGREEMENT]
KNOW ALL MEN BY THESE PRESENTS:
This [type of contract/agreement], made and entered into this [ ] day of [Month], [Year] in
[Place], Philippines, by and between:
[Name of Corporation] a corporation duly organized and existing under
Philippine law with offices at [Postal Address] hereinafter collectively referred to as the
“[Indicate a label for party 1 for easy identification, example “VENDOR”]”represented by
its [Representative’s Position], [Representative’s Name];
= and =
[Full Name], [Nationality}, of legal age, [Civil Status (if married, indicate name of
spouse; if property is co‐owned, indicate the name of both spouses together under Full
name, example: SPOUSES RALPH and ANGELA CLEANONE)], with postal address and
presently residing at [Postal Address] hereinafter referred to as the “[indicate a label for
party 2 for easy identification, example “VENDEE”]”;
WITNESSETH:
WHEREAS [The WHEREAS clauses contain the object and consideration/s of the
contract/agreement];
THEREFORE [The THEREFORE clause contains the consent of both parties].
[Terms and Conditions of the Contract/Agreement]
[
]th day of [Month], [Year] in [Place], Philippines.
[Name of Corporate Representative]
[Name of Corporation]
[Label]
[Name of Party 2]
[Label]
WITH MARITAL CONSENT: [When Necessary]
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[Spouse’s Name]
SIGNED IN THE PRESENCE OF:
[Name of Witness 1]
[Name of Witness 2]
(ACKNOWLEDGMENT)
COMMON CONTRACTS AND DEEDS
SAMPLE: Contract of Lease (Real Property)
CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:
This CONTRACT LEASE, made and entered into, by and between –
Loida T. Garcia, of legal age, Filipino, married and with residence at 21B Rajah Matanda
St. Project 4 Quezon City, Philippines, hereinafter referred to as “Lessor”,
− and ‐
Fernando P. Zamora, of legal age, Filipino, married, and with residence at 161 Rosalia
Compound, Tandang Sora, Quezon City, Philippines, hereinafter referred to as the
“Lessee”.
WITNESSETH:
Whereas, the Lessor is the registered owner of a certain property located at 256 White Plains,
Quezon City, Philippines with TCT No. 457291 of the Property of Deeds for Quezon City and the building
thereon built; and
Whereas, the Lessor desires to let the said property and the Lessee desires to lease the same.
NOW, THEREFORE, for and consideration of the covenants and stipulations herein, the Lessor
agrees to lease said property to the Lessee under the following terms and conditions:
1. The term of the lease shall be for a period of five (5) years, beginning January 1,
2009 and ending on January 1, 2014, unless sooner terminated as herein provided.
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2. The Lessee agrees to pay monthly rentals of Forty Five Thousand (P45,000.00)
Pesos, payable in the first week of the month at the Lessor’s residence, subject to
yearly increase of 5% starting the third year of the lease.
3. The Lessee shall make an advance deposit equivalent to the rentals for three (3)
months, without interest, which shall answer for any damage to the house resulting
from the Lessee’s use and occupancy thereof or from any cause whatsoever by the
members of his family, his household help and visitors; and if no such injury or
damage is caused, the same will be applied as rentals in the last three months of
occupancy.
4. Major and minor repairs of the house, which the Lessee may desire to make, shall
be for the account of the Lessee.
5. The Lessee shall insure the house against fire, in the amount of One Miliion Five
Hundred Thousand (P1,500,000.00) Pesos at his expense, with the Lessor as
beneficiary, during the period of the Lease.
6. During the lifetime of the lease, the Lessee shall be responsible for the payment of
all utility charges, such as electricity, gas, water, telephone, garage, collection fees
and grass cutting charges and for other services.
7. The Lessee shall not sublease the premises or assign this lease, without the written
consent of the Lessor.
8. The Lessee shall not paint, make any improvements, partitions without the prior
consent of the Lessor, and if the same are made they shall be for the account of the
Lessee and shall, at the end of the lease, become the property of the Lessor,
without any right to seek reimbursement of the costs thereof.
9. If any rental as stipulated, or any part thereof, at any time shall be in arrears or
unpaid, or if the Lessee shall at any time fail to perform or comply with any of the
covenants and conditions herein, then and in any such event, this Contract of Lease
shall automatically terminate, and the Lessee shall peacefully surrender possession
of the leased premises to the Lessor, in the same condition as when he first entered
the premises.
10. That the Lessee shall notify the Lessor at least thirty (30) days in advance should the
Lessee decide to abandon the leased premises;
11. That violation of any of the above terms and conditions will produce ipso facto the
rescission of this contract of lease.
12. Failure of the Lessor to insist on any provisions of this lease shall not be construed
as a waiver thereof. No waiver by the Lessor of any right herein provided and as
provided by law shall be valid, unless made in writing and duly signed by the Lessor.
IN WITNESS WHEREOF, the parties hereto have signed this contract of lease this 28th day of
December, 2008, in the City of Quezon City, Philippines.
LOIDA T. GARCIA
Lessor
FERNANDO P. ZAMORA
Lessee
Signed in the Presence of:
JUAN G. DELA CRUZ
MARIO C. FELICIANO
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(ACKNOWLEDGMENT)
SAMPLE: Contract of Lease (Personal Property)
CONTRACT OF LEASE
KNOW ALL MEN BY THESE PRESENTS:
This CONTRACT OF LEASE, made and entered into, by and between –
Loida T. Garcia, of legal age, Filipino, married and with office address at 21B Rajah
Matanda St. Project 4 Quezon City, Philippines, hereinafter referred to as “Lessor”,
− and ‐
Fernando P. Zamora, of legal age, Filipino, married, and with office address at 161
Rosalia Compound, Tandang Sora, Quezon City, Philippines, hereinafter referred to as
the “Lessee”.
WITNESSETH:
WHEREAS, the Lessor is the absolute owner of a certain personal property, more particularly
described as follows:
Make & Type
Serial/Chassis No.
Essen Welding Machine ARC 315
A128930‐394
WHEREAS, the Lessee desires to lease the said property.
NOW, THEREFORE, for and in consideration of the covenants and stipulations of the parties, the
Lessor agrees to lease said property to the Lessee under the following terms and conditions:
1. The term of this lease shall be five (5) months, such term to commence on May 01, 2009
and to terminate on October 01, 2009, unless otherwise terminated as provided in this
lease.
2. The monthly rental shall be FIVE THOUSAND PESOS (Php 5,000.00), Philippine Currency,
to be paid by Lessee at the office of Lessor on or before the first (1 st) day of each and
every month;
3. Lessee shall exercise due care in the use and maintenance of the leased property,
keeping it in good repair and in a condition equivalent in all respects to that in which it
was received by lessee, normal wear and tear excepted.
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4. Lessee shall not assign this lease or sublet the leased property unless the written
consent of Lessor to such assignment or sublease is first obtained.
5. If the Lessee shall be in default of any of the rental payments, when the payments shall
become due and payable as provided in this agreement, or shall remove or attempt to
remove the leased property from 161 Rosalia Compound, Tandang Sora, Quezon City
without first obtaining the written consent of the Lessor, the Lessor shall, at his or her
option, terminate this lease and Lessee’s right to possession of the leased property, and
the Lessor shall then without demand on or notice to the Lessee take possession of such
leased property.
6. Lessor shall at all times during Lessee’s business hours have the right to enter on the
premises where the leased property is located for the purpose of inspecting the
property.
7. On expiration or earlier termination of this lease, the Lessee shall return, the leased
property to Lessor in good repair, ordinary wear and tear resulting from proper use of
the property excepted.
8. Lessee will indemnify Lessor against, and hold Lessor harmless from all claims, actions,
proceedings, damages, and liabilities, including attorney’s fees, arising from or
connected with Lessee’s possession, use, and return of the leased property.
IN WITNESS WHEREOF, the parties hereto have signed this contract of lease this 28th day of
December 2008, in the City of Quezon City, Philippines.
LOIDA T. GARCIA
Lessor
FERNANDO P. ZAMORA
Lessee
Signed in the Presence of:
JUAN G. DELA CRUZ
MARIO C. FELICIANO
(ACKNOWLEDGMENT)
SAMPLE: Chattel Mortgage
CHATTEL MORTGAGE
KNOW ALL MEN BY THESE PRESENTS:
This CHATTEL MORTGAGE, made and entered into, by and between –
SANTO Realty, Inc., a corporation duly organized under the laws of the Philippines, with
principal office at 123 Rockwell Drive, Rockwell Center, Makati City, Philippines,
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represented by its president, Ernesto Pogito, hereinafter referred to as the
“MORTGAGOR”,
− and ‐
NicholasEstrada,of legal age, single,with postal address at 1234 Gabrielle Homes, Pasig City,
hereinafter known as the “MORTGAGEE”.
WITNESSETH:
That the MORTGAGOR is indebted unto the MORTGAGEE in the sum of Nine Hundred
Thousand Pesos (P 900,000.00), Philippine Currency, receipt of which is acknowledged by the
MORTGAGOR upon the signing of this instrument, payable within a period of 2 years, with interest
thereon at the rate of (12) % per annum;
That for, and consideration of , this indebtedness, and to assure the performance of said
obligation to pay, the MORTGAGOR hereby conveys by way of CHATTEL MORTGAGE unto the
MORTGAGEE, his heirs and assigns, the following personality now in the possession of said
MORTGAGOR
MAKE
: Nissan Celica
SERIES
: 78
TYPE OF BODY : Coupe
YEAR MODEL
: 1999
MOTOR NO.
SERIAL/CHASSIS NO.
PLATE NO.
FILE NO.
: 1234567
:765432
: XXX‐111
: 789653
That the condition of this obligation is that should the MORTGAGOR perform the obligation to
pay the hereinabove cited indebtedness of Nine Hundred Thousand Pesos
(P 900,000.00)
together with accrued interest thereon, this chattel mortgage shall at once become null and void and of
no effect whatsoever, otherwise, it shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands, this 13 day of March 2009,
at Makati, Philippines.
ERNESTO POGITO
NICHOLAS ESTRADA
SIGNED IN THE PRESENCE OF:
JONNY NEPO
JP SALVAVIDA
(ACKNOWLEDGEMENT)
AFFIDAVIT OF GOOD FAITH
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We, the undersigned MORTGAGOR AND MORTGAGEE hereby jointly and severally swear that
we executed the foregoing Chattel Mortgage in order to secure the indebtedness therein and for no
other purpose or purposes contrary to law.
ERNESTO POGITO
NICHOLAS ESTRADA
(JURAT)
SAMPLE: Real Estate Mortgage
REAL ESTATE MORTGAGE
KNOW ALL MEN BY THESE PRESENTS:
This REAL ESTATE MORTGAGE, made and executed this 12th day of April 2009, by and between:
CTV‐Z Network, Inc., a corporation duly organized under the laws of the Philippines,
with principal office at No. 1 Strata 2000 Bldg., Emerald Ave, Ortigas Center, Pasig City,
represented by its President, Francis Tom Temprosa, hereinafter referred to as the
MORTGAGOR:
‐and‐
FELIPE GOZON, of legal age, single, Filipino, and with residence and postal address
at No. 25 Boston Terrier St., Beagle Subdivision, Dog Town, Makati City, hereinafter
referred to as the MORTGAGEE.
WITNESSETH:
That the MORTGAGOR does hereby convey by way of REAL ESTATE MORTGAGE unto the
MORTGAGEE the following described real property, situated in No. 25 South Ave., Salcedo Village,
Makati City, together with all the improvements, to wit:
TRANSFER CERTIFICATE OF TITLE NO. 1111
“A PARCEL OF LAND (Lot 10, Block 4 of the Subdivision plan (LRC) Psd‐1004, being a
portion of the consolidation of Lots 10‐A and 10‐B (LRC) described on plan Psd‐1244,
LRC (GLRO) Record No. N‐23024, situated in the District of Salcedo Village Makati.
Bounded on NE., point 4 to 1 by Lot 22, Block 4 of the Subdivision plan; on the SE.,
points 1 to 2 bu Lot 14, Block 4 of the Subdivision plan,; on the SW. points 2 to 3 by Road
Lot 12, Psd‐2434; and on the SW., points 3 to 4 by Lot 16, Block 4 of the Subdivision
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plan. Begginging at a point marked “1” on the plan, being S. 41 deg 21’E., 4266.24 m.
from CBM 22, Makati Cadastre 10; thence S. 32 deg. 07’W., 14.55 m. to point 2; thence
N. 56 deg. 00’W., 12.33 m. to point 3; thence N. 21; 56’E., 33.22 m. to pint 4; thence S.
67 deg. 03’E, 12.00 m. to the point of beginning; containing an area of TWO HUNDERED
EIGHTY (280)SQUARE METERS, more or less…"
of which real property the MORTGAGOR is the registered owner of a parcel of land with improvements
located at No. 25 South Ave., Salcedo Village, Makati City and covered by Transfer Certificate of Title No.
1111 containing a total area of TWENTY THOUSAND (20,000) SQUARE METERS, more or less, PROVIDED,
HOWEVER, that if the said corporation shall pay or cause to be paid to said FELIPE GOZON, his heirs and
assigns, the said amount within the period of TWO (2) years from and after with the interest theron at
the rate of (FIVE) per centum (5%) per annum, then this MORTGAGE shall be discharged and shall be of
no effect. OTHERWISE, it shall remain in full force and effect and shall be enforceable in the manner
provided for by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of April 2009 in Makati City,
Metro Manila, Philippines.
CTV‐Z Network, Inc.
Mortgagor
Felipe Gozon
Mortgagee
Represented by:
Francis Tom Temprosa
President
SIGNED IN THE PRESENCE OF:
Sam Milby
Piolo Pascual
(ACKNOWLEDGMENT)
SAMPLE: Contract to Sell
CONTRACT TO SELL
KNOW ALL MEN BY THESE PRESENTS:
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This CONTRACT TO SELL, made and executed this 12th day of March, 2009, by and between:
Ralph Cleanone, of legal age, married to Mary Angela Cleanone, Filipino, and with
residence and postal address at 38 Maple Drive, Rockwell Village, Makati, hereinafter
referred to as the "SELLER/VENDOR":
‐AND‐
SANTO Realty Inc., a corporation duly organized under the laws of the Philippines, with
principal office at 123 Rockwell Drive, Rockwell Center, Makati City, Philippines,
represented by its President, Ernesto Pogito, hereinafter referred to as the BUYER.
WITNESSETH:
WHEREAS, the SELLER/VENDOR is the absolute and registered owner of a parcel of land,
including all structures and improvements thereon, consisting of One Thousand Five Hundred (1,500)
square meters, more or less, located at Bo. Hinapao 2 (now San Jose), Antipolo, Rizal, Phase KVH 2, and
covered by Transfer Certificate of Title No. P‐143, issued by the Registry of Deeds of the Province of
Rizal, and more particularly described as follows:
"A parcel of land (Lot 25, Blk. 30 of the cons./subd. plan Pcs‐04‐005099, being a
portion of the cons. Of Lot B, Psd‐37723 & Psu‐180896, LRC Rec. No..), situated in the
Bo. Of Hinapao No. 2 (now San Jose), Mun. Of Antipolo, Prov. Of Rizal, Is. Of Luzon.
Bounded on the NE., along line 1‐2 by Lot 23, Blk. 30 of the subd. plan, along line 2‐3 by
Juan Panganiban, on the SW., along line 3‐4 by Road Lot 25 and on the NW., along line
4‐1 by Road Lot 30, both of the subd. plan. Beginning at a point marked “1” on plan,
being N. 86 deg. 46’E., 2310.50 m. From BLLM No. 1, Mun. Of Antipolo, Rizal; thence S.
82 deg. 35’E., 10.00 m. to point 2; thence S. 10 deg. 32’E., 15.77 m. to point 3; thence N.
82 deg. 35’W., 14.88m. to point 4; thence N. 7 deg. 25’E., 15.00 m. to point of beginning
containing an area of ONE THOUSAND FIVE HUNDRED (1,500) SQUARE METERS..."
WHEREAS, the BUYER/VENDEE has offered to buy and the SELLER/VENDOR has agreed to sell
the above‐mentioned property under the terms and conditions herein below set forth:
NOW THEREFORE, for and in consideration of the total sum of Ten Million (Php10,000,000.00)
Philippine Currency, and of the covenants herein after set forth the SELLER/VENDOR agrees to sell and
the BUYER/VENDEE agrees to buy the aforesaid property subject to the following terms and conditions:
1.
The total consideration shall be Ten Million (Php 10,000,000.00) PESOS, Philippine
Currency, payable as follows:
a) The amount of THREE MILLION (Php 3,000,000.00) PESOS, representing earnest
money shall be payable by the BUYER/VENDEE to the SELLER/VENDOR upon signing of
this Contract to Sell;
b) The remaining balance in the amount of SEVEN MILLION(Php 7,000,000.00) PESOS,
shall be paid in Cash on or before December 31, 2009;
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c) In case the check representing the payment for the balance provided in paragraph (b)
hereof, is dishonored by the drawee bank, the earnest money in the amount of THREE
MILLION (Php 3,000,000.00) PESOS, shall be forfeited in favor of the SELLER/VENDOR;
2.
Capital Gains Tax and Real Estate Tax, shall be for the account of the SELLER/VENDOR;
3.
Documentary Stamps Tax, Registration Fee, registration expenses, and all other
miscellaneous fees and expenses shall be to the account of the BUYER/VENDEE;
4. Possession to the subject property shall be delivered by the SELLER/VENDOR to the
BUYER/VENDEE upon full payment of the total consideration;
5. Upon full payment of the total price, the SELLER/VENDOR shall sign and execute a DEED OF
ABSOLUTE SALE in favor of the BUYER/VENDEE. The SELLER/VENDOR shall likewise execute and/or
deliver any and all documents, including but not limited to the original copy of Transfer Certificate of
Title, Tax Declaration and all other documents necessary for the transfer of ownership from
SELLER/VENDOR to the BUYER/VENDEE.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, this 12th day of
March, 2009, at Makati City, Philippines.
Ralph Cleanone
SELLER/VENDOR
Ernesto Pogito
President
SANTO Realty, Inc.
BUYER/VENDEE
WITH MARITAL CONSENT:
Mary Angel Cleanone
SPOUSE OF SELLER/VENDOR
SIGNED IN THE PRESENCE OF:
Jonathan Nepomuceno
John Paulo Salvahan
(ACKNOWLEDGMENT)
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SAMPLE: Joint Venture Agreement
JOINT VENTURE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This JOINT VENTURE AGREEMENT made and executed this 20th day of April 1999 at Makati City,
Metro Manila, Philippines, by and among:
RURAL FARMING, INC., a corporation duly organized and existing under the laws of the
Philippines, with office address at 20 Cooper St., San Francisco del Monte, Quezon City,
represented herein by its President, LAURO CELESTINO, hereinafter referred to as
“FIRST LANDOWNER”;
− together with ‐
EVA CELESTINO, of legal age, Filipino, and with residence address at 20 Cooper St., San
Francisco del Monte, Quezon City, for herself and as attorney‐in‐fact, by virtue of a
Special Power of Attorney executed in her favor, a copy of which is attached hereto as
Annex “A” and made an integral part hereof, of MARIA RAFAEL CELESTINO, AURORA
LUZ CELESTINO and RUFINO CELESTINO, all of legal age, Filipinos, and with residence
address at 20 Cooper St., San Francisco del Monte, Quezon City, and REGINA SOPHIA
CELESTINO, of legal age, Filipino, and with residence address at 27‐B Angelo St., La
Loma, Quezon City, referred to as “SECOND LANDOWNER”;
Both are hereinafter referred collectively as the “LANDOWNERS”;
− and ‐
MANCON BERHAD‐CBDC JOINT VENTURE CORPORATION, a corporation duly organized
and existing under the laws of the Philippines, with office address at 3 rd Floor ITS Bldg.,
2308 Pasong Tamo Extension, Makati City, represented herein by its President and Chief
Executive Officer, MARIO A. ORETA, hereinafter referred to as the “DEVELOPER”.
WITNESSETH: That‐
WHEREAS, LANDOWNERS are the registered and lawful owners of a parcel of land located in the
Municipality of Gen. Trias, Province of Cavite, with an aggregate area of five hundred six thousand three
hundred seventy (506,370) square meters, more or less, and covered by Transfer Certificate of Title No.
T‐276294 issued by the Register of Deeds of Cavite, hereinafter referred to as the “Property”;
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WHEREAS, DEVELOPER is a corporation engaged in the development of agricultural, commercial
and industrial lots into first class agricultural, commercial and industrial complexes;
WHEREAS, DEVELOPER has offered to LANDOWNERS and LANDOWNERS have accepted the
offer of DEVELOPER to develop the Property into a farm lot Project, hereinafter referred to as the
“Project”
WHEREAS, LANDOWNERS and DEVELOPER will form a Joint Venture to effectively undertake the
Project;
NOW, THEREFORE, for and in consideration of their mutual promises and covenants, Parties
agree to the following terms and conditions:
I.
CONDITIONS PRECEDENT
The perfection of this Agreement is pre‐conditioned on the following undertakings by the
LANDOWNERS:
II.
1.1
to deliver the owner’s copy of the Property’s Transfer Certificate of Title to DEVELOPER,
accompanied by proof that it is free from all liens and encumbrances whatsoever, as
referred to in clauses II and IV hereunder;
1.2
to deliver any certifications or documents showing the exemption of the Property from
the operation of the Comprehensive Agrarian Reform Program (CARP);
1.3
to clear the Property from the presence of tenants or occupants therein as well as any
form of claims involving said Property;
1.4
to reconstitute the original copy of Transfer Certificate of Title of the Property on file
with the Registry Deeds;
1.5
to pay all real estate taxes due on the Property up to the last quarter prior to the
execution of this Agreement; and
1.6
to secure authorization from the Board of Directors of the FIRSTLANDOWNER to enter
into this Agreement.
THE PROPERTY
2.0
The Property is composed of five hundred six thousand three hundred seventy
(506,370) square meters, more or less, covered by Transfer Certificate of Title No. T‐276294 issued by
the Register of Deeds of Cavite in the name of LANDOWNERS, a certified true copy of which is attached
hereto as Annex “B” and made an integral part of this Agreement.
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2.1
LANDOWNERS guarantee that the entire Property is an agricultural area, transferable,
and free from all liens and encumbrances whatsoever.
III.
CONTRIBUTION OF PROPERTIES AND DIVISION OF PROFITS
3.0
Organization. With the signing of this Agreement, the parties shall form a Joint Venture
with equity participation of SEVENTY FIVE PERCENT [75%] to DEVELOPER and TWENTY FIVE PERCENT
[25%] to LANDOWNERS.
The parties shall contribute to the Joint Venture the following:
3.0.1
LANDOWNERS shall contribute the Property; and
3.0.2
DEVELOPER shall contribute the development costs sufficient to develop the Property
into a Farm Lot Project.
3.1
Division of Profits. In return for the contribution of both parties, LANDOWNERS shall
be allotted Twenty Five Percent [25%], and DEVELOPER Seventy Five Percent [75%], of the net profits of
the Joint Venture.
3.2
Computer of Net Profits. The net profits earned by the Joint Venture shall be computed
by deducting all marketing and advertising expenses, commissions, and any and all taxes incurred by and
as a consequence of the Joint Venture.
DEVELOPER may advance the payment, which shall then be considered as advances made on its
part, of disturbance compensation to the legitimate tenants of LANDOWNERS. However, said amount
shall be deductible from the latter’s share in the net profit of the Joint Venture.
3.3
Title over Saleable and Non‐saleable Lots. As part of DEVELOPER’s undertaking in the
development of the Property into a farm lot Project, the Joint Venture shall subdivide the Properties
into saleable lots.
Being the registered owners of the Property, LANDOWNERS, upon the execution of this
Agreement, shall execute and sign a Special Power of Attorney authorizing the duly designated Project
Director to offer, negotiate, enter into, execute and sign any and all documents, contracts, memoranda,
or papers transferring, conveying, ceding, assigning or selling any or all part of the developed portion of
the Property, to be known as the saleable farm lots.
Correspondingly, certificates of title therein shall be issued in the names of the buyers upon full
payment of the purchase price. Titles to all road lots, alleys, open spaces and other commonly used
areas shall, after the completion of the Project and at such time as agreed upon by the Parties, be
assigned to the Municipal Government of Gen. Trias, Cavite.
IV.
UNDERTAKING AND WARRANTIES OF LANDOWNERS
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4.0
LANDOWNERS warrant that they are the lawful, registered and true owner of the
Property, that the Property is free and clear from any and all liens, encumbrances, charges, equities and
claims of any kind, nature and description, and that the Property is not covered by an existing lease or
option to purchase, lease or develop.
4.1
LANDOWNERS shall cause the relocation survey of the Property to determine with
definiteness the metes and bounds thereof.
4.2
LANDOWNERS shall contribute the Property to the Joint Venture. LANDOWNERS shall
transfer, consign, and convey the complete, full and exclusive possession, control and management of
the Property to the Joint Venture. LANDOWNERS shall likewise guarantee to DEVELOPER uninterrupted
physical control over the Property and secure its premises against unauthorized persons.
4.3
LANDOWNERS undertake to free the Property from any tenants or occupants within the
time set forth in clause I hereof. LANDOWNERS shall pay the tenants in the Property the necessary
disturbance compensation.
4.4
LANDOWNERS shall cause the annotation, before the Register of Deeds of Cavite, of this
Agreement at the back of the title of the Property.
4.5
LANDOWNERS undertake to execute any and all documents necessary to obtain and
assist the DEVELOPER in the procurement of the pertinent permits, licenses and conversion,
reclassification or exemption of the Property for the implementation of the Project by DEVELOPER.
4.6
LANDOWNERS undertake not to sell, transfer, assign, mortgage or in any manner
dispose of a portion of or all of their shares in the Joint Venture or in the net saleable lots, without first
offering the same to DEVELOPER.
V.
UNDERTAKING AND WARRANTIES OF DEVELOPER
5.0
farm lots.
DEVELOPER, as its contribution to the Joint Venture, shall develop the Property into
5.1
DEVELOPER shall prepare the plan for the development of the Property, including
detailed engineering studies and timetable for completion of each phase of the Project. The
development plan shall include, but not limited to, the following:
a.
b.
c.
d.
e.
f.
g.
h.
main road;
feeder roads leading to the individual lots;
uninterrupted water and power supply;
clubhouse;
nature preserve;
man‐made lakes;
access plaza; and
other structural amenities
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5.2
DEVELOPER undertakes to complete the Project within a period of three (3) years from
the commencement of construction, which may be mutually extended by the Parties.
The Parties may shorten the period of three (3) years for the construction of the Project upon
their mutual agreement, should the Project be earlier accomplished, among other reasons.
5.3
DEVELOPER hereby agrees that out of the total saleable lots, an area covering three (3)
hectares shall be conveyed to SECOND LANDOWNER at the prevailing selling price less 20%, the
payment thereof shall be deducted from the latter’s share in the net profits of the Joint Venture.
5.4
DEVLOPER shall assist the LANDOWNERS financially in freeing the Property from any
and all tenants or occupants. As such, DEVELOPER may advance the amount necessary to pay the said
tenants the agreed disturbance compensation subject to clause 3.2, second paragraph.
5.5
DEVELOPER undertakes not to sell, transfer, assign, mortgage or in any manner dispose
of its share in the Joint Venture or in the net saleable lots, without first offering the same to
LANDOWNERS.
VI.
IMPLEMENTATION AND TERMINATION
6.0
Supervision, Monitoring and Marketing of the Project. The implementation of the
Project shall be directed and supervised by the nominees delegated by the Parties in a seven‐man
Oversight Committee, which shall act on their behalf in connection with the Project. Five [5] nominees
shall be appointed by DEVELOPER and two [2] by LANDOWNERS.
A Project Director shall be nominated by the Committee. All the expenses incurred in the hiring
of a Project Director as well as in the marketing and promotion of the Project shall be deemed part of
operating expenses of the Joint Venture.
6.1
Collection and Management of Revenues. The Committee shall appoint a person or
persons who will oversee the collection, receipt, disbursement and management of the revenues
received from the Project. An established banking institution shall be nominated and approved by both
parties with which the collection shall be deposited and maintained.
6.2
Termination of Joint Venture. Two (2) years after the completion of the Project, the
sale of all saleable lots, the turn‐over of the road lots, alleys and other common areas to the Municipal
Government of Gen. Trias, Cavite, and the final accounting of the total collection and expenses, the Joint
Venture shall be deemed terminated.
In the event that the Parties wish to conclude this Agreement prior to the full development of
the Property and/or sale of all saleable farm lots, the Joint Venture shall be liquidated and the remaining
unsold lots will be distributed in the proportion agreed upon herein.
6.3
Non‐compliance of Conditions Precedent. If any of the conditions precedent
mentioned‐above have not been satisfied as soon as possible from the signing of this Agreement and in
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any event, within six (6) months after the date hereof or such later period as mutually agreed upon by
the parties, this Agreement shall have no effect whatsoever.
Accordingly, DEVELOPER may choose to be reimbursed by LANDOWNERS of all expenses and
advances already incurred by reason of this Agreement either in cash, with interest therefrom at twenty
one percent [21%] per annum, or in kind, with a portion of the Property chosen specifically by
DEVELOPER valued at Php250.00 per square meter.
However, should DEVELOER still opt to continue with the Project, despite the delay or the non‐
performance of any of the conditions precedent herein set forth, LANDOWNERS shall, after DEVELOPER
signifies its intention to continue, in no time comply with the above conditions. Should LANDOWNERS
still fail to perform said conditions, DEVELOPER shall have the right to render this Agreement ineffective.
The immediately preceding provision is without prejudice to the right of DEVELOPER to perform
the necessary conditions herein set forth, however, all charges and expenses incurred as a consequence
thereof shall be chargeable in full to LANDOWNERS.
VII.
MISCELLANEOUS PROVISIONS
7.0
Termination of the Agreement. This Agreement shall continue until terminated (i) by
written agreement of the parties; or (ii) by the sale of all assets and distribution of all profits of the Joint
Venture as stated in clauses 6.2 and 6.3 hereof. The foregoing shall be without prejudice to the right of
the parties at any time to agree on other mutually satisfactory arrangements to equitably liquidate any
remaining undivided interests in the assets of the Joint Venture.
7.1
Mutual Cooperation. The Parties shall perform all acts and execute and deliver all
documents or instruments required or necessary to fully implement or consummate the transactions
contemplated by and the intent underlying this Agreement.
7.2
Material Adverse Change. In the event that, at any time prior to the complete
performance by DEVELOPER of its obligations under this Agreement, there shall occur an extraordinary
change in circumstances, including but not limited to, changes brought about by catastrophes and
calamities or material changes in the political and economic conditions of the country, adversely
affecting the construction and real estate development business in the country and the ability of
DEVELOPER to perform its obligations under this Agreement, and which change is of such nature or
magnitude as to manifestly beyond the contemplation of the parties when they entered into this
Agreement, then and in such event, the period fixed for DEVELOPER’s performance of its obligations
hereunder shall be deemed extended for such period and under such terms as may be equitably agreed
upon between the parties. The foregoing shall be without prejudice to the right of the parties to
negotiate in good faith for other mutually acceptable alternative arrangements with respect to the
subject of this Agreement.
7.3
Amendment, Modifications, or Revision. Neither party shall amend, modify, change or
in any way alter any provisions of this Agreement absent any agreement in writing to this effect.
7.4
Entire Understanding. This Agreement, and the documents referred to herein or
executed concurrently herewith, constitute the entire understanding between the parties and
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supersede any prior understanding or agreement with regard to the subject matter hereof. There are
no representations, agreements, arrangements or understandings, oral or written, between the parties
hereto relating to the subject matter hereof which are not fully expressed herein.
7.5
Expenses. All expenses incurred by or on behalf of each party, including all fees and
expenses of agents, representatives, counsels, and accountants employed by them, in connection with
the negotiation, preparation and execution of this Agreement shall be borne solely by the party who
shall have incurred the same, and the other party shall not have any liability in respect thereof.
7.6
Assignment. This Agreement shall not be assignable by either party hereto without the
prior written consent of the other party, except that DEVELOPER may, upon written notice to
LANDOWNERS, assign its rights herein to any corporation or entity in which DEVELOPER beneficially
owns at least 51% of the voting stock. Subject to the foregoing restriction, all the terms and provisions
of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of LANDOWNERS and DEVELOPER.
7.7
No Assumption of Liability. The DEVELOPER shall not be held answerable for any
obligations or liabilities of the LANDOWNERS involving the Property and any obligations solely for the
account or due to the acts of the LANDOWNERS relative to this Agreement.
7.8
Settlement of Disputes. All disputes, controversies or differences arising out of or in
connection with this Agreement, including, without limitation, questions of interpretation of any of the
provisions of this Agreement, shall be amicably settled by mutual consultation within thirty [30] days
after written notice thereof has been given by the complaining party.
7.9
Venue of Action and Attorney’s Fees. The venue of any action/s, arising out of or in
connection with this Agreement after consultation for amicably setting the dispute, controversy or
difference of the parties, shall only be at the principal place of business of DEVELOPER. The prevailing
party shall be entitled to reimbursement from the losing party of all costs, expenses, fees and other
charges incurred, including payment of attorney’s fees, in the prosecution or defense of such action,
which shall not be less than Fifty Thousand Pesos (P50,000.00).
IN WITNESS WHEREOF, the Parties hereto have caused these presents to be signed and
executed at the date and place above‐stated.
First Landowner:
RURAL FARMING, INC.
By:
LAURO CELESTINO
President
Second Landowner:
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EVA CELESTINO
For herself and as Attorney‐In‐Fact of
REGINA SOPHIA, MARIA RAFAELA, AURORA LUZ
and RUFINO, all surnamed CELESTINO
Developer:
MANCON BERHAD‐CBDC JOINT VENTURE CORPORATION
By:
MARIO A. ORETA
President and
Chief Executive Officer
Signed in the Presence:
BERTA BEN
ARNOLD MC STEAMY
(ACKNOWLEDGMENT)
SAMPLE: Simple Loan Agreement
LOAN AGREEMENT
THIS LOAN AGREEMENT, made this 3rd day of March, 2009, by and between SANTO Realty Inc.,
a corporation duly organized under the laws of the Philippines, with principal office at 123 Rockwell
Drive, Rockwell Center, Makati City, Philippines, represented by its President, Ernesto Pogito,
hereinafter referred to as BORROWER, and Miguel Ares, of legal age, Filipino, and with residence and
postal address at 38 Maple Drive, Rockwell Village, Makati, hereinafter referred to as the LENDER.
WHEREAS, Borrower is the owner of certain real property located in Antipolo, Rizal, on which it
is constructing an office building, hereinafter referred to as the BUILDING;
WHEREAS, Borrower is the owner of a parcel of land evidenced by Transfer Certificate of Title
123456789 where the Building will be constructed;
WHEREAS, Lender is a director of the said corporation;
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WHEREAS, Borrower wishes to borrow certain monies from Lender, and Lender wishes to lend
certain monies to Borrower, in order for Borrower to meet certain financial obligations with respect to
Borrower's construction of the Building
NOW, THEREFORE, in consideration of the mutual convenants and promises herein, all of which
are deemed sufficient, it is hereby agreed to as follows:
1. Immediately upon the full execution hereof, Lender shall lend to Borrower the amount of Two
Million Pesos (P 2,000,000.00) hereinafter referred to as the LOAN. The Loan shall be funded
immediately upon the full execution hereof, by wire transfer, certified check, or cash, as determined in
the sole discretion of the Borrower.
2. The interest rate on the outstanding and unpaid principal amount of the Loan shall be twelve
percent (12%) simple interest, as calculated on an annual basis assuming a 365‐day year.
3. The term of the Loan shall be twelve (12) months in length, beginning on March 3, 2009 and
concluding on March 3, 2010 hereinafter referred to as the TERM.
4. The Borrower shall make payments of principal and interest to the address of the Lender set
forth hereinabove. The entire outstanding and unpaid principal amount of the Loan, together with any
interest and penalties thereon, shall be due and payable at the end of the Term.
5. Borrower may prepay the Loan without premium or penalty at any time during the Term
upon no less than five (5) days prior notice by Borrower to Lender.
6. All other points not specifically agreed herein shall, unless in conflict therewith, be governed
by the provisions of the New Civil Code.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this 3rd day of March,
2009, at Makati City, Philippines.
Ernesto Pogito
Borrower on behalf of SANTO Realty, Inc.
Miguel Ares
Lender
SIGNED IN THE PRESENCE OF:
Jonathan Nepomuceno
John Paulo Salvahan
(ACKNOWLEDGMENT)
SAMPLE: Management Contract (Property)
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PROPERTY MANAGEMENT CONTRACT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement is entered by and between SANTO REALTY MANAGEMENT, INC. hereinafter
called "AGENT," and SANTO PROPERTIES, INC., hereinafter called "OWNER."
WITNESSETH:
That, in order to induce the AGENT to enter into this agreement, OWNER hereby represents to
AGENT that it is the OWNER of the following described property:
Address of property:
SANTO One Prime Flats, 123 Shaw Blvd., Mandaluyong City, Philippines
In consideration of this representation and the fees to be paid, AGENT agrees to act as
management AGENT with respect to this property, to use due diligence in the management of said
premises upon the terms herein provided, and agrees to furnish the services of his organization for the
renting, leasing, operating and managing of said premises subject to and in accordance with the terms
and provisions set forth below.
I. AGENT'S COMPENSATION:
A. A monthly management fee shall be charged, f or this condominium property managed by
SANTO REALTY MANAGEMENT INC., ten percent (10%) of the agreed collected monthly rent, but not
less than P5,000.00, payable on the first day of each month.
B. OWNER shall deposit with AGENT a funding deposit of P50,000.00 which shall be deposited to
OWNER's account to pay bills incurred on the property prior to commencement of the rental income
stream.
C. Any interest earned on any tenant's security deposit shall be retained by AGENT as an
additional fee.
D. Any late charge, judicial fine, penalty, or multiple damage; or interest collected from the
tenant shall be retained by AGENT as an additional fee.
E. To grant the AGENT the exclusive right to sell, should said property be placed on the market
or sold during the period of this Agreement, or within 6 months after its termination, the AGENT shall be
considered the procuring AGENT and entitled to 6% of the gross sales price as commission.
II. DISBURSEMENTS: AGENT shall pay OUT OF OWNER'S FUNDS AVAILABLE the following as they shall
accrue and in the order here set out:
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A. AGENT's compensation, as set forth in Paragraph I.
B. Such advertising and utility bills (including gas, electric, and water), necessary repairs and/or
charges to maintain the property, and cleaning charges as shall accrue or be necessary to preserve the
property during periods of vacancy or occupancy, or to put the property in a rentable condition after
vacated; or expenses to regain possession and/or to attempt to collect delinquent rent subject to the
provisions set forth below; or necessary professional fees; or governmental assessments.
C. Proceeds to OWNER. Tenancy revenues, refunds, adjustments, or other funds due OWNER.
D. IT IS EXPRESSLY AGREED THAT NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS
REQUIRING AGENT TO ADVANCE ANY OF ITS OWN MONIES FOR ANY PURPOSE WHATSOEVER.
IV. GENERAL PROVISIONS:
A. GRANT OF POWER. Subject to the limitations set out herein, OWNER grants AGENT full
power and authority to lease, let, rent and demise the real property described, or any part thereof, in its
own name as AGENT for OWNER. In order to effectuate the same, AGENT may enter into such written
contracts and/or leases as AGENT deems necessary, in its own name as AGENT for OWNER. AGENT may
collect and receive all rents arising as a result of AGENT's management of the premises. AGENT may use
such means as are ordinary and customary in collecting or attempting to collect any delinquent
accounts. AGENT may, at his discretion evict any tenant who violates any term of the lease. OWNER
hereby assigns to AGENT any and all delinquent rents which may accrue from any tenant for the
purpose of crediting such rents to OWNER's operating account for required disbursement.
B. COLLECTION OF RENT. AGENT shall use such means as are ordinary and customary to collect
or attempt to collect any rent from any tenant of the premises. In the event that legal action is
necessary to obtain judgment for possession of the premises, delinquent rent, or damages upon other
causes of action, AGENT is authorized to employ attorneys, to sue in its own name as AGENT for
OWNER, and to expend the sum of P20,000.00 from OWNER's account for such purposes without
OWNER's prior permission. Additionally, AGENT will, when requested by OWNER, instigate action, legal
or otherwise, for the collection of rents which is beyond the discretion heretofore allowed to AGENT,
provided such action is considered reasonable by the AGENT.
AGENT SHALL NOT BE HELD MONETARILY RESPONSIBLE FOR ITS INABILITY TO COLLECT RENTS.
AGENT SHALL NOT BE HELD RESPONSIBLE FOR ANY EXPENSES INCURRED FOR LEGAL ACTION INVOLVED
IN THE COLLECTION OF RENTS AND/OR THE EVICTION OF ANY TENANT AND/OR DAMAGES INCURRED
TO THE PROPERTY. All such expenses shall be paid by OWNER, reimbursable in the event AGENT is able
to collect the rents, legal fees, or damages from the tenant.
C. MAINTENANCE. AGENT shall have full authority to perform or to cause to be performed such
maintenance of the property as is reasonable and necessary for the safety of the tenants and the
preservation of the property.
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AGENT may, at his sole discretion, install fire/smoke detectors, carbon monoxide detectors,
and/or fire extinguishers on the property at OWNER's expense.
In the event maintenance, repairs, or construction are required to be performed on the
property in excess of P50,000.00, AGENT shall be entitled to a fee of ten percent (10%) of the total for
said expenditures for the supervision of same per incident.
D. DISCRETIONARY AUTHORITY. OWNER expressly grants AGENT full power and authority to
contract and pay for all repairs and cleaning costs, not exceeding the amount of P10,000.00, which in its
discretion it deems necessary or advisable to maintain; or put the premises in a rentable condition; or to
repair the same in the event of damage or destruction to the premises due to fire, windstorm, hail,
flood, riot, civil commotion, tenant abuse, or other causes resulting in damage to the premises, all out of
the OWNER's funds on hand. Should the estimate or contemplated cost exceed the funds on hand, the
OWNER shall promptly remit, upon AGENT's request, the necessary balance.
In an emergency, as determined in AGENT's discretion, the OWNER authorizes AGENT's
expenditure in excess of funds on hand (above the P10,000.00 limit) without prior authorization.
OWNER shall thereafter promptly remit, upon AGENT's request, the necessary balance.
Failure of OWNER to remit balances described in this subparagraph shall result in AGENT's
reimbursement therefor from subsequent revenues ordinarily accruing and payable to the OWNER.
E. INSURANCE COVERAGE. OWNER is obligated, at OWNER's expense, to keep the necessary
Fire and Extended Coverage and Liability Insurance current and renewed.
F. LIABILITY OF AGENT. It is agreed that AGENT shall use reasonable and ordinary care in the
selection of tenants and all other acts assigned for performance by this Agreement. When any act is
required of the AGENT, it shall be done in the ordinary course of the AGENT's business.
G. ACCOUNTING FOR FUNDS. The AGENT shall furnish OWNER a monthly accounting statement
showing the receipts and expenditures with respect to the premises, plus OWNER's monthly proceeds.
The AGENT shall furnish a final accounting upon the termination of this agreement within thirty
(30) days from the date of a written request of management termination.
H. SECURITY AND DAMAGE DEPOSITS. All security and damage deposits shall be returned to the
tenant by the AGENT when the tenant vacates the premises, subject to AGENT's determination,
consistent with Philippine law, whether the tenant has damaged the property in excess of ordinary wear
and tear, with the exception of accrued interest.
The AGENT shall properly account for sums retained for the purpose of off‐setting OWNER's
expenses for unpaid rent, utilities, cleaning charges or repairs.
In the event litigation shall occur concerning security deposits, the AGENT shall defend the same
in its own name as AGENT for the OWNER and at the OWNER's expense.
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Should AGENT and OWNER disagree on the amount of security deposit that the AGENT intends
to refund the tenant, the AGENT may forward the full amount, less interest, to the OWNER within five
(5) days notice of dispute. As of mailing, the AGENT shall have no further obligation or liability
whatsoever concerning the security deposit to any person or entity and the OWNER shall hold AGENT
harmless there from.
Should this Agreement terminate while an existing tenant's security deposit is in the AGENT's
possession, the AGENT shall forward that amount in full, less interest, to the OWNER within ten (10)
working days. As of mailing, AGENT shall have no further obligation or liability whatsoever concerning
the security deposit to any person or entity; the OWNER shall hold AGENT harmless therefrom.
I. TERMINATION. This agreement may be terminated by either party upon sixty (60) day's
written notice. If so terminated, the OWNER shall retake possession of the premises, subject to the
rights of any tenant rightfully in possession. OWNER's proceeds shall be distributed by the AGENT thirty
(30) days after termination, unless outstanding AGENT or third‐party obligations remain, in which case
distribution shall be accomplished immediately after such last obligation is satisfied.
J. PARTIAL WAIVER OR ACQUIESCENCE NO BAR. AGENT's waiver, forbearance, or acquiescence
of any of its rights or remedies, in whole or in part, shall not serve to waive, bar, or compromise any
contemporaneous or subsequent right or remedy.
K. WHOLE AGREEMENT. This writing embodies the entire agreement between the parties and is
not based upon any other representation whatsoever, expressed or implied, except as herein contained.
The Agreement cannot be modified except in writing and agreed to by the parties.
L. EFFECTIVE DATE. Management by AGENT shall be effective on 5 January 2009 and shall be
effective for a period of one year or ending on 5 January 2010.This agreement shall automatically be
renewed for additional one year periods from the end date stated as its ending date unless written
notice of its non‐renewal is given.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this 4 th day of January
2009 at the City of Makati, Philippines.
MA. ANGELA AGUINALDO
President
SANTO REALTY MANAGEMENT INC.
JONATHAN FRANCIS NEPOMUCENO
President
SANTO PROPERTIES INC.
WITNESSES:
DINGDONG DANTES
PAPA PIOLO PASCUAL
(ACKNOWLEGMENT)
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SAMPLE: Pledge Agreement
PLEDGE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
THIS PLEDGE AGREEMENT is dated March 29, 2002 (this Agreement).
BETWEEN:
(1) Guadalupe Nuevo, Filipino, of legal age, widow and residing at 1 Maalindog Street, Maasin,
Southern Leyte, (the “Pledgor”)
(2) Meandred Zobel de Ayala, Filipino, of legal age, single and residing at 1 Arlegui Street, San
Miguel, Manila, (the “Pledgee”)
WHEREAS:
The Pledgor owes the Pledgee by way of promissory note the amount of One Hundred Thousand
Pesos (P100,000.00) with 12% compounded interest per annum payable on December 31, 2002, and has
offered and agreed to secure the repayment of said loan, the interests accruing thereon, the costs of
collecting the same, the costs and charges of keeping the pledged property and all other expenditures
which may be incurred in connection herewith, by means of a good and valid first pledge of jewelries.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Pledgor hereby pledges, assigns, transfers, delivers, sets over and grants to the Pledgee as
security for the timely payment and discharge of the loan, a continuing security interest of first
priority in all of such pledgor’s right, title and interest in and to the Pledged jewelries, which
pledgor owns for the purpose of perfecting the security over the Pledged jewelries in
accordance with all legal requirements, the Pledgor, having the free disposal thereof, shall
deliver to the Pledgee:
1 set of Diamond jewelries laden in gold worth One Hundred Thousand Pesos
(Pledged jewelry)
2. The rights of the Pledgee are as follows:
a. She has the right to reimbursement of the expenses for its preservation.
b. She has the right to bring actions which pertain to the owner of the thing pledged in
order to recover it from, or defend it against third persons.
c. She has the right to possess and use the Pledged jewelries.
d. She has the right to bid at the public auction and if she is the only bidder, she will be
given the right to appropriate the thing for failure to sell on two public auction sales.
3. The obligations of the Pledgee are as follows:
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a. She must take care of the Pledged jewelries with the diligence of a good father of a
family otherwise she will be liable for its loss or deterioration.
b. She must not deposit the Pledged jewelries to a third person without the consent of the
pledgor.
c. She must inform the pledgor on the effect of the auction sale whether the proceeds
were enough to cover the principal obligation.
d. She has the duty to return the excess of the proceeds from the auction sale to the
pledgor.
4. The rights of the Pledgor are as follows:
a. The ownership of the Pledged jewelries remains with the pledgor.
b. She has the right of choice as to which of the Pledged jewelries must be sold in a public
auction.
c. She has the right to bid at the public auction and will be given preference of buying the
Pledged jewelries if she is one of the several highest bidders offering the same terms.
5. It is the obligation of the Pledgor, who knowing the flaws on the Pledged jewelries, to advise the
Pledgee of the same and she will be liable to the latter for damages which she may suffer by
reason thereof.
6. The Pledged jewelries can be alienated by the Pledgor with the consent of the Pledgee subject
to the terms of this pledge. Such ownership of the Pledged jewelries will only be transmitted to
the vendee as soon as the Pledgee consents to such alienation but the latter shall continue in
possession.
7. When the Pledgor is unable to comply with his obligation when it becomes due and
demandable, the Pledgee has the right of retention and the right to sell the Pledged jewelries in
a public auction complying with Article 2112 of the New Civil Code.
8. This agreement constituted will be extinguished upon the fulfillment of the principal obligation
and the Pledged jewelries must be returned to the Pledgor in such event.
IN WITNESS WHEREOF, the Pledgee and the Pledgor have caused this Agreement to be
executed and delivered as a deed as of the day and year first above written.
Guadalupe Nuevo
Pledgor
Meandred Zobel de Ayala
Pledgee
Signed in the presence of:
Azenith O. Viojan
Mildred Joy P. Que
(ACKNOWLEDGMENT)
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SAMPLE: Stock Pledge Agreement
STOCK PLEDGE AGREEMENT
THIS STOCK PLEDGE AGREEMENT (the "STOCK PLEDGE AGREEMENT") is entered into as of 25
February 2009, by and between SANTO REALTY INC., a Philippine corporation, as pledge holder
("PLEDGE HOLDER") for SANTO ENTERPRISES, INC., a Philippine corporation ("PLEDGEE"), and LEWIS
HAMILTON ("PLEDGOR").
RECITALS
WHEREAS, Pledgor has deposited with the Pledge Holder and has pledged to the Pledgee as
collateral security for the payment and full, faithful, true, and exact performance and observance of all
of the covenants and conditions of a certain Promissory Note dated 20 February 2009 in the original
principal amount of P1,000,000.00 (the "NOTE"), 1,000 shares of Class A Common Stock of Pledgee,
represented by Stock Certificate Number A5.
AGREEMENT
NOW, THEREFORE, in consideration of the premises set forth above and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree to
execute this Stock Pledge Agreement as follows:
1. Pledgor agrees that it is the intent of Pledgor and Pledgee that the fair market value of the
Collateral equal not less than total principal and accrued interest owed pursuant to the Note (the
"TOTAL OBLIGATIONS") throughout the term of the Note. If, at anytime during the term of the Note, the
fair market value of the Collateral drops below the Total Obligations, then Pledgor shall immediately
grant to Pledgee a security interest in other assets of Pledgor acceptable to Pledgee and sufficient in
value to bring the total fair market value of all the Collateral up to the Total Obligations.
2. Pledgor, upon any default of the Pledgor in the prompt payment or due performance of any
of the obligations mentioned in said Note, hereby authorizes and empowers Pledge Holder on behalf of
Pledgee, at its option and without notice to Pledgor, except as specifically herein provided, to collect,
sell, assign, and deliver, the whole or any part of the Collateral, or any substitute therefor or addition
thereto, at public or private sale, for cash, upon credit, or for future delivery, without the necessity of
the Collateral being present at any such sale, or in view of prospective purchasers thereof, and without
any presentment, demand for performance, protest, notice of protest, or notice of dishonor, or
advertisement, any such demand or advertisement being expressly waived.
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3. In case of any such sale or disposal, the proceeds thereof shall first be applied to the
payment of the expenses of such sale, commissions, attorneys' fees, and all charges paid or incurred by
Pledge Holder and Pledgee pertaining to said sale, including any taxes or other charges imposed by law
upon the Collateral and/or the owning, holding, or transferring thereof; secondly, to pay, satisfy, and
discharge the duties and obligations of Pledgor as set forth in said Note, and thirdly, to pay the surplus,
if any, to Pledgor.
4. In case of any such sale by Pledgee or all or any of said Collateral on credit, or for future
delivery, such property so sold may be retained by Pledgee or the Pledge Holder until the selling price is
paid by the purchaser. The Pledge Holder and/or Pledgee shall incur no liability in case of the failure of
the purchaser to take up and pay for the property so sold. In case of any such failure, the said Collateral
may be again, from time to time, sold.
5. Notwithstanding any other provision of this Stock Pledge Agreement, Pledgor shall have the
right to vote the Collateral during the term of this Stock Pledge Agreement unless Pledgor defaults on
the‐prompt performance of its obligations under the terms of the Note, in which case the right to vote
the Collateral shall vest in the Pledgee.
6. Any stock rights, and rights to subscribe, dividends paid in stock, new securities, or other
property, which Pledgor may hereafter become entitled to receive on account of the Collateral, shall be
and become a part of the Collateral, and in the event that Pledgor shall receive any such property, it will
immediately deliver it to the Pledge Holder to be held by it in the‐same manner as the Collateral
originally pledged hereunder.
7. The Pledgor hereby irrevocably appoints Pledge Holder as its true and lawful attorney for
purposes of this Stock Pledge Agreement, only until such time as this Stock Pledge Agreement shall be
cancelled by payment of the Note or as herein provided, in order to transfer the shares of stock
deposited herewith as the Collateral and has executed an Assignment Separate From Certificate in order
to effect the same, and to take any and all actions authorized and provided for herein.
8. In case of any adverse claims in respect to the Collateral or any portions thereof, arising out
of any act done or suffered by Pledgor, the Pledgor promises and agrees to hold harmless and to
indemnify Pledgee from and against any losses, liabilities, damages, expenses, costs, and reasonable
attorneys' fees incurred in or about defending, protecting, or prosecuting the security interests hereby
created.
9. Pledgor agrees to pay, prior to delinquency, all taxes, liens, and assessments against the
Collateral, and upon its failure to do so, Pledgee, at its option, may pay any of them, and shall be the
sole judge of the legality or validity thereof and the amount necessary to discharge same.
10. Any forbearance or failure or delay by Pledgee in exercising any right, power, or remedy
hereunder shall not be deemed to be a waiver of such right, power, or remedy, and any single or partial
exercise of any right, power, or remedy of Pledgee shall continue in full force and effect until such right,
power, or remedy is specifically waived by an instrument in writing executed by Pledgee.
11. The Pledgee has the right to declare the Note delivered to Pledgee by Pledgor which this
pledge secures immediately due and payable upon any sale, transfer, conveyance, or alienation of any of
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the Collateral by Pledgor during its lifetime, or, upon the death of Pledgor, by the estate or legal
representative of Pledgor. Upon payment of the unpaid balance and all interest accrued thereon of said
Note, said Note shall be deemed fully performed and satisfied and this Stock Pledge Agreement shall be
cancelled and of no further force and effect.
12. When said Note shall have been fully performed and satisfied and Pledgee shall have
received from Pledgor payment in full of the Note, then, and only then, when the foregoing shall have
occurred, this Stock Pledge Agreement shall be cancelled and of no further force and effect, and Pledge
Holder shall thereupon deliver to Pledgor the Collateral free and clear of the lien of this pledge.
13. All provisions of law, in equity, and by statute providing for, relating to, or pertaining to
pledges and the sale of pledged property, or which prescribe, prohibit, limit, or restrict the right to, or
conditions, notice or manner of sale, together with all limitations of law, in equity or by statute on the
right of attachment in the case of secured obligations, are hereby expressly waived by Pledgor.
14. Pledgor and Pledgee agree to and do hereby indemnify and hold Pledge Holder harmless
against any and all losses damages, claims, and expenses, including reasonable attorneys' fees, that may
be incurred by it by reason of its compliance with the terms hereof.
15. This Stock Pledge Agreement, and all of the rights and duties in connection therewith,
shall be governed by the laws of the Philippines.
16. Any notice or demand to be given hereunder shall be in writing and shall be served
personally or by registered mail. If served by registered mail, it shall be deemed given or made three (3)
days after the deposit thereof in the Philippine Postal mail, postage prepaid. Any notice or demand shall
be given at the address set forth in the Note.
17. This Stock Pledge Agreement and all of its terms and provisions shall be binding upon the
heirs, successors, transferees and assigns of each of the parties hereto.
18. This Amended and Restated Stock Pledge Agreement is effective as of the date first set
forth above.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this 25th day of
February 2009 at the City of Makati, Philippines.
Pledgor:
Lewis Hamilton
Pledgee:
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Jonathan Nepomuceno
President
SANTO ENTERPRISES INC.
Pledge Holder:
Ma. Angela Aguinaldo
Chief Financial Officer
SANTO REALTY INC.
Witnesses:
Ryan Christopher Teehankee
Jon Paulo V. Salvahan
(ACKNOWLEGMENT)
SAMPLE: Deed of Sale (With Pacto de Retro)
DEED OF SALE WITH PACTO DE RETRO
KNOW ALL MEN BY THESE PRESENTS:
This DEED OF SALE WITH PACTO DE RETRO made and executed by and between:
GUDALUPE NUEVO, Filipino, of legal age, widow, with residence and post‐office address
at 1 Maalindog Street Maasin Southern Leyte, hereinafter called the “SELLER”,
− and ‐
MEANDRED ZOBEL DE AYALA, Filipino, of legal age, single, with residence and post‐
office address at No. 1 Arlegui Street, Quiapo, Manila, hereinafter called the “BUYER”.
‐W I T N E S S E T H‐
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That the SELLER is the absolute owner of a certain parcel of land with all the buildings and
improvements thereon, situated at 1 Maalindog Street, Maasin, Southern Leyte, and more particularly
described as follows, to wit:
“A parcel of land described on plan Psu‐36331 and LRC Rec No. 16019, situated in the
Municipality of Maasin, Province of Southern Leyte. Bounded on the NE., pts. 3 to 4 by
Road Lot 3, on the SE., pts 4 to 1 by Lot 19m on the SW., pts 1 to 2 by lot 18, and on the
NW., pts 2 to 3 by Lot 15, all of the subdivision plan xx xxx containing an are of TWO
HUNDRED SIXTEEN (216) SQUARE METERS, more or less…”
her title thereto being evidenced by Transfer Certificate of Title No. 123456 issued by the Register of
Deeds of Maasin, Southern Leyte;
That the SELLER, for and in consideration of the sum of FIVE HUNDRED THOUSAND PESOS
(P500,000), Philippine currency, to her in hand paid and receipt whereof is hereby acknowledged does
hereby SELL, TRANSFER, and CONVEY, under PACTO DE RETRO unto the said BUYER, her heirs and
assigns, the above‐described property with all the buildings and improvements thereon, free from all
liens and encumbrances whatsoever;
That the SELLER, in executing this conveyance, hereby reserves the right to REPURCHASE, and
the BUYER, in accepting the same, hereby obligates herself to RESELL, the property herein conveyed
within a period of five (5) years from and after the date of this instrument, for the same price of FIVE
HUNDRED THOUSAND PESOS (P500,000), Philippine currency: Provided however, that if the SELLER shall
fail to exercise her right to repurchase as herein granted within the period stipulated, then this
conveyance shall become absolute and irrevocable, without the necessity of drawing up a new deed of
absolute sale, subject to the requirements of the law regarding consolidation of ownership of real
property.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this 29 th day of March
2003 in Manila, Philippines.
GUADALUPE NUEVO
SELLER
MEANDRED ZOBEL DE AYALA
BUYER
Signed in the presence of:
AZENITH O. VIOJAN
MILDRED JOY P. QUE
(ACKNOWLEDGEMENT)
SAMPLE: Deed of Absolute Sale
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DEED OF ABSOLUTE SALE
KNOW ALL MEN BY THESE PRESENTS:
I, Juan G. Dela Cruz, of legal age, married to Maria C. Dela Cruz, Filipino citizen, and a resident of
21 Esteban Abada St., Loyola Heights, Quezon City, in consideration of the sum of Four Million Five
Hundred Sixty Thousand Pesos (P4,560,000.00), to me in hand paid by Mario C. Feliciano, of legal age,
married to Belen P. Feliciano, Filipino citizen, and resident of 129 J.P.Rizal St., Project 4, Quezon City, do
hereby sell and convey unto said Mario C. Feliciano, his heirs and assigns, a parcel of land with the
improvements thereof situated in Antipolo, Rizal, and more particularly described as follows:
A PARCEL OF LAND (Lot 20 Blk 54 of consolidation subdivision plan (LRC)
Pcs‐13265, being a portion of the consolidation of Lots 4751‐A and
4751‐B (LRC) Psd‐50533, Lot 3, Psd‐100703, Lot 1, Psd‐150980, LRC Rec.
Nos. Nos. N‐27024, 51768, 89632, N‐11782, N‐13466, and 21071
situated in Municipality of Antipolo, Province of Rizal, Island of Luzon.
Bounded on NE., point 4 to 1 by Road Lot 22, on...to the point of
beginning; containing an area of (2,275)square meters more or less."
of which I am the registered owner in accordance with the Land Registration Act, as amended, my title
thereto being evidenced by Original/Transfer Certificate of Title No. 12345 issued by the Register of
Deeds of Antipolo, Rizal.
IN WITNESS WHEREOF, I have hereunto signed these presents at the Quezon City this 4th day of
April, 2009.
Juan G. Dela Cruz
Seller
Mario C. Feliciano
Buyer
With Marital Consent:
Maria C. Dela Cruz
Seller’s Spouse
Belen P. Feliciano
Buyer’s Spouse
Signed in the Presence of:
Loida T. Garcia
Fernando G. Zamora
(ACKNOWLEDGMENT)
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SAMPLE: Deed of Assignment and Transfer of Rights
DEED OF ASSIGNMENT AND TRANSFER OF RIGHTS
KNOW ALL MEN BY THIS PRESENTS:
This deed, made and entered into this 4th day of April 2009 at the City of Manila, by and between:
Juan G. Dela Cruz, Filipino Citizen, of legal age, married to Maria C. Dela Cruz with
residence and postal address at 21 Esteban Abada St. Loyola Heights Quezon City,
hereinafter referred to as the "ASSIGNOR"
‐and‐
Mario C. Feliciano, Filipino Citizen, of legal age, married to Belen P. Feliciano with
residence and postal address at 129 J.P.Rizal St. Project 4 Quezon City, hereinafter
referred to as the "ASSIGNEE".
WITNESSETH: That ‐
WHEREAS, the ASSIGNOR is the buyer of a 2‐bedroom condominium unit located at 18C Grand
Towers Condominium, 178 Taft Avenue, Manila, with an area of Ninety Seven (97) SQUARE METERS,
more or less, covered by Condominium Certificate Title No. 97624 of the Register of Deeds of Manila,
registered in the name of the Bank of the Philippine Islands.;
WHEREAS, the ASSIGNOR has offered to assign all his rights, title and interest over the above unit,
as referred in a Contract to Sell, and the ASSIGNEE hereby accepts the assignment in accordance with
the terms herein set forth;
NOW, THEREFORE, for and in consideration of the foregoing premises and the sum of TWO
MILLION PESOS (P2,000,000.00), Philippine Currency, which the ASSIGNOR hereby acknowledged to
have received from the ASSIGNEE, the ASSIGNOR hereby assigns, transfers and conveys unto the
ASSIGNEE all his rights, title and interests to the aforementioned property and appurtenant interest in
the Condominium project pursuant to this Agreement and the ASSIGNEE by these presents hereby
accepts the assignment and agrees to be bound by the terms and conditions of the Contract to Sell and
the rules and regulations, and restrictions pertaining to the said unit.
IN WITNESS WHEREOF, the parties have hereunto set their hands on the date and place first
above written.
Juan G. Dela Cruz
Mario C. Feliciano
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Assignee
With our Marital Consents:
Maria C. Dela Cruz
Assignor’s Spouse
Belen P. Feliciano
Assignee’s Spouse
Signed in the Presence of:
Loida T. Garcia
Fernando G. Zamora
(ACKNOWLEDGMENT)
SAMPLE: Deed of Donation
DEED OF DONATION
KNOW ALL MEN BY THESE PRESENTS:
This DEED OF DONATION, entered into by and between:
Loida T. Garcia, DONOR, Filipino, of legal age, single, with post office address at 21B
Rajah Matanda St. Project 4 Quezon City, Philippines;
‐and‐
Fernando P. Zamora, DONEE, Filipino, of legal age, single, with post‐office address at
161 Rosalia Compound, Tandang Sora, Quezon City, Philippines.
WITNESSETH:
That the DONOR is the absolute owner of that certain real property situated at No. 1 Lino St.,
Aquino Subdivision, Ubihan, Quezon City and more particularly described in Transfer Certificate of Title
No. T‐4575 of the Register of Deeds of Quezon City, as follows:
TRANSFER CERTIFICATE OF TITLE NO. T‐4575
A parcel of land, lot 3245‐Y, CSD‐2281, situated in the Barrio of Ubihan, Quezon
City. Bounded on the N.E., along line 1‐2, by property of Mariano Tancinco (lot 1, psu‐
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1111887); and along line 2‐3, by lot 2 of plan Psu‐123948; on the S., along line 3‐4, by
property of Tom Timpo, on the S.W., along line 4‐5, by lot 1 of plan Psu‐123948; and
along 5‐6 by property of Mariano Tancinco (Lot 2, Psu‐1111887), and on the N.W., along
line 6‐1, by property of Joaquina Santiago, containing an area of 1,095 square meters
and covered by Tax Declaration No. 3829.
NOW THEREFORE, for and in consideration of the love and affection of the DONOR for the
DONEE who has lovingly dedicated five (5) years of her life as the former’s personal caregiver, the said
DONOR by these presents does hereby TRANSFER AND CONVEY by way of DONATION, unto the said
DONEE, the above‐mentioned real property, free from all kinds of liens and encumbrances whatsoever.
That the DONOR hereby states that, for the purpose of giving effect to the donation, she has
reserved for herself in full ownership sufficient property to support him in a manner appropriate to his
needs.
ACCEPTANCE
That the DONEE does hereby accepts the foregoing donation of the above‐described property
for which he expresses her sincerest appreciation and gratitude for the kindness and liberality shown by
the DONOR.
IN WITNESS WHEREOF, the parties hereto have signed these presents, at Quezon City, this 23rd
day of February, 2009.
Loida T. Garcia
Donor
Fernando P. Zamora
Donee
Signed in the Presence of:
Juan C. Dela Cruz
Mario C. Feliciano
(ACKNOWLEDGMENT)
SAMPLE: Bill of Sale
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
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I, Juan G. Dela Cruz, of legal age, Filipino, single, residing at 21 Esteban Abada St., Loyola
Heights, Quezon City, for and in consideration of the sum of Four Hundred Seventy Five Thousand
(P475,000.00), Philippine currency, to me paid by Mario C. Feliciano, also of legal age, Filipino, single
and residing at 129 J.P. Rizal St., Project 4, Quezon City, receipt whereof is hereby acknowledged, do
hereby SELL and CONVEY unto the said (buyer), his heirs and assigns, a Honda Motorcycle more
particularly described as follows:
MAKE: Honda
SERIES: Gold Wing
TYPE OF BODY: Motorcycle
YEAR OF MODEL: 2009
MOTOR NO.: B1‐03‐5467
SERIAL/CHASSIS NO.: HZ‐1234‐09
PLATE NO.: JF 2110
FILE NO.: MC12901
C.R.NO.: 00978135
I further covenant with the said Mario C. Feliciano that I own and have the right to sell and
transfer the title and ownership of the above‐described property; I will defend the same against the
claims of any and all persons whatsoever.
IN WITNESS WHEREOF, I have hereunto set my hand this 4thday of April, 2009, Quezon City,
Philippines.
Juan G. Dela Cruz
Vendor
Signed in the Presence of:
Loida T. Garcia
Fernando G. Zamora
(ACKNOWLEDGMENT)
SAMPLE: Legal Retainer Agreement
LEGAL RETAINER AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This RETAINER AGREEMENT is entered into by and between:
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JAIME L. MENDEJAR, of legal age, Filipino, single and with business address at
546 Philnation Bldg., Makati City, hereinafter referred to as the “LAWYER”,
− and ‐
ABC Corp., a domestic corporation duly organized and existing under the laws of
the Republic of the Philippines with business address located at 90 E. Rodriguez Jr. Ave.,
Libis, Quezon City herein represented by its President ROMEO G. HENSON the former
hereinafter referred to as the “CLIENT”.
WITNESSETH:
WHEREAS. the CLIENT desires to retain the legal services of the LAWYER to the exclusion of third
persons with adverse interests;
WHEREAS, the LAWYER agrees to provide its legal services to the CLIENT subject to the following
terms and conditions:
1.
The LAWYER shall make himself available for consultation and advice on legal matters
concerning the business operations of the CLIENT provided that a request for appointment is given a
reasonable amount of time beforehand. The LAWYER shall likewise assist in building and maintaining
the CLIENT’s goodwill and business, economic, and social relationships with other business enterprises
and similar entities;
2.
The LAWYER shall assist the CLIENT in the preparation and notarization of documents
wherein a simple acknowledgment or jurat is required. Where large scale transactions are involved, such
as but not limited to, deeds of conveyance or sale, or large scale preparation of contracts and other
similar ventures, wherein the consideration involved amounts to or is greater than ONE MILLION PESOS
(P1,000,000.00), the LAWYER reserves the right to assess the CLIENT for compensation by way of
reasonable notarial fees;
3.
The LAWYER shall prepare legal pleadings and motions, including but not limited to
complaints, answers, briefs, compromise agreements, etc., as may be required for the enforcement of
the CLIENT’s rights and the protection of its interests in judicial actions filed for or against the CLIENT.
The LAWYER waives any additional retainer fee or acceptance fee for each and every case the CLIENT
finds itself involved in. The LAWYER reserves the right however to bill the CLIENT for reasonable Legal
Research Fees for pleadings requiring extensive research and considerable time to complete such as, but
not limited to, position papers, memoranda of law, appeal briefs, etc. The LAWYER likewise reserves the
right to bill the CLIENT for Appearance Fees for its presence during trial hearings upon presentment of
the corresponding billing statement. The LAWYER shall charge appearance fees equivalent to TEN
THOUSAND PESOS (P10,000.00) per appearance.
The foregoing fees may also be assessed if the attending lawyer of the LAWYER is required to
attend conferences, meetings, and negotiations outside the law office upon request of the CLIENT. It is
hereby agreed that the foregoing fee is limited to four (4) hours only. Should the time given by the
attending lawyer exceed the four‐hour limit, the LAWYER may assess appearance fees anew for the next
four hours or a fraction thereafter.
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In the event that the CLIENT should require the attendance of the LAWYER in any meeting
outside of the regular working hours of 8 am to 5 pm or during holidays and rest days the appearance
fee due to the LAWYER shall be double of the rate herein mentioned;
4.
The CLIENT undertakes to pay or cause to be paid at the beginning of each month
accruing the sum of FIFTY THOUSAND PESOS (P50,000.00) to the LAWYER as regular monthly Retainer
Fee. The LAWYER reserves the right to increase the rate of the Retainer Fee after sixty days from
execution of this Agreement upon considered evaluation that the volume of work required of it by the
CLIENT exceeds what was reasonably perceived by the former upon signing hereof. The rate of the
increase shall be commensurate to the amount of work required by the CLIENT. It is understood that the
RETAINER FEE herein mentioned shall be paid in advance at least a day before the month accruing.
FURTHER, all attorney’s fees charged by the LAWYER to the client shall be net of withholding taxes,
Value Added Taxes and the like;
5.
The CLIENT undertakes to reimburse the LAWYER any out of pocket expenses which
includes documentation, logistical, and other miscellaneous disbursements required in consequence of
matters handled by the LAWYER for the CLIENT. The LAWYER agrees to advance reasonable amounts for
the CLIENT’s expenses from time to time for purposes of convenience which the latter hereby
undertakes to reimburse;
6.
In the event that the CLIENT desires to retain the services of other counsel and to
terminate this Retainer Agreement, it shall inform the LAWYER in writing 30 days prior to the intended
date of termination of this Contract in order to allow the latter ample time to make an accounting and
liquidation of the CLIENT’s concerns, Provided: that if the CLIENT desires to engage the services of other
counsel without necessarily terminating this Agreement, then the LAWYER is hereby given the option to
terminate this Contract after due notice in writing to the CLIENT. It is understood that the retainer shall
commence from April 1, 2009;
7.
The LAWYER reserves the right to terminate this Retainer Agreement should the CLIENT
be deemed by reasonable standards to be uncooperative or otherwise indifferent in any matter handled
for it by the LAWYER. The parties agree that this Agreement serves as the CLIENT’s consent for the
withdrawal of the LAWYER from any case or proceeding pending before the courts or other tribunal or
agency for all legal intents and purposes.
Done in Makati City, this 1st day of April, 2009.
CLIENT:
ROMEO G. HENSON
LAWYER:
ATTY. JAIME L. MENDEJAR
Signed in the Presence of:
IAN CRUZ
SARAH MACLANG
(ACKNOWLEDGMENT)
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POWERS OF ATTORNEY
What is a POWER OF ATTORNEY?
 In a power of attorney, you give another person (called your "agent" or "attorney‐in‐fact") the legal
authority to act in your place and on your behalf in your absence. Every act your agent does within
the authority granted in the document is legally binding upon you.
 The power of attorney is one of the most versatile estate planning tools available. A power of
attorney is a document which the maker (known as the "principal") gives authority to an
"attorney‐in‐fact" to act on the principal's behalf. The attorney‐in‐fact does not have to be an
actual attorney, but can be anyone you choose.
What is the SCOPE OF A POWER OF ATTORNEY?
 The principal decides the scope of the power of attorney. For example, you can give an attorney‐
in‐fact the power of attorney for one simple investment. On the other hand, you can also make
the power of attorney unlimited. One limit, however, is that you cannot grant the power to
make a will.
 There are several standard powers that can be included, such as the ability to pay bills, transfer
funds, or complete business transactions. However, there may be more specific reasons you
want to execute a power of attorney.
 Almost any decision you can imagine can be delegated by a power of attorney. Blank forms
include many standard powers, yet if there is a substantial amount of money at stake, or if it is
some other important decision, a specific power of attorney is much more likely to be accepted
as valid.
 Any power of attorney ends with the death of the principal.
Types of Power of Attorney
A power of attorney is usually given by someone who will be unable to be present at a particular
time and/or place when important transactions must be conducted. The scope of a power of attorney may
be very broad or very narrow, depending on the needs, facts and circumstances.
GENERAL POWER OF ATTORNEY
 A general power of attorney gives the agent all the powers that the principal possesses to act with
respect to any matter.
 It allows the agent the power to do all the things that the principal could do himself, such as sell or
mortgage a home, deposit and withdraw money from accounts, borrow, and sign contracts.
SAMPLE: General Power of Attorney
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GENERAL POWER OF ATTORNEY
KNOW ALL MEN THESE PRESENTS:
I, KELLY‐KELLY D. TINITRIM, of legal age, single, Filipino, a resident of 161 17 th Avenue, Cubao,
Quezon City, do hereby name, constitute, and appoint PEDRO PENDUKO, to be my true and lawful
attorney, for me and in my name, place, and stead, to do and perform the following acts and things to
wit:
To ask, demand, collect any and all sums of money, sue to recover debts, dues, accounts,
dividends, legacies, bequests, interests, and other things of value of whatever nature or kind as may
now be or may hereafter become due owing, payable or belonging to me, and to have, sue, and to take
any and all lawful ways and means for the recovery thereof by suit, attachment, compromise or
otherwise;
To make, sign, execute, and deliver contracts, agreements, documents and other writings of
whatever nature or kind, with any and all third persons, entities or concerns, upon terms and conditions
acceptable to my said attorney; and
To delegate in whole or in part any and all of the powers herein granted or conferred, by means
of an instrument in writing, in favor of any third persons whom my said attorney may select.
HEREBY GIVING AND GRANTING unto my said attorney full power and authority whatsoever
requisite or necessary or proper to be done in and about the premises as fully to all intents and
purposes as I might and could lawfully do if personally present, with power of substitution and
revocation, and hereby, ratifying and confirming all that my said attorney or his substitute shall lawfully
do or cause to be done under and by virtue of these presents.
IN WITNESS WHEREOF, we have hereunto affixed our signatures this 26 th day of February 2009
in Quezon City, Philippines.
KELLY‐KELLY D. TINITRIM
Principal
PEDRO PENDUKO
Attorney‐in‐Fact
Signed in the presence of:
KIM CHIU
GERALD ANDERSON
(ACKNOWLEDGEMENT)
SPECIAL POWER OF ATTORNEY
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A special, or limited, power of attorney authorizes your agent to do a certain specified act, such as
ship household goods, or sell an automobile.
Article 1878 of the Civil Code enumerates the following cases where Special Powers of Attorney are
necessary:
1. To make such payments as are not usually considered as acts of administration;
2. To effect novations which put an end to obligations already in existence at the time the agency
was constituted;
3. To compromise, to submit questions to arbitration, to renounce the right to appeal from a
judgment, to waive objections to the venue of an action or to abandon a prescription already
acquired;
4. To waive any obligation gratuitously;
5. To enter into any contract by which the ownership of an immovable is transmitted or acquired
either gratuitously or for a valuable consideration;
6. To make gifts except customary ones for charity or those made to employees in the business
managed by the agent;
7. To loan or borrow money, unless the latter act be urgent and indispensable for the
preservation of the things which are under administration;
8. To lease any real property to another person for more than one year;
9. To bind the principal to render some service without compensation;
10. To bind the principal of partnership;
11. To obligate the principal as a guarantor or surety;
12. To create or convey real rights over immovable property;
13. To accept or repudiate an inheritance;
14. To ratify or recognize obligations contracted before the agency; and
15. Any other act of strict dominion.
SAMPLE: Special Power of Attorney (Related to Mortgage)
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, KELLY‐KELLY D. TINITRIM, of legal age, single, Filipino, with residence at 123 Malago St.,
Project 2, Quezon City, do hereby name, constitute and appoint PEDRO PENDUKO, of legal age, and with
residence at 69 Naligaw St., Project 4, Quezon City, to be my true and lawful Attorney‐in‐Fact and in my
name, place and stead, do and perform the following specific act:
To make, sign, execute, and deliver and all documents and other writings in my name of
whatever nature or kind, including but not limited to my mortgage or encumbrance, in connection with
my auto loan with the Bank of the Philippine Islands Makati Branch and/or any
bank or financial institution.
HEREBY GIVING AND GRANTING unto my said attorney‐in‐fact, or her substitute full power and
authority to do and perform every lawful act and thing whatsoever requisite or necessary or proper to
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be done in the premises, as fully to all intents and purposes as we ought or could lawfully do if
personally present, and hereby ratifying and conforming all our said Attorney‐in‐fact shall do or cause to
be done under and by virtue of these presents.
IN WITNESS WHEREOF, I have hereto set my hand this 26th day of February 2009 at Quezon
City.
KELLY‐KELLY D. TINITRIM
Principal
Conforme:
PEDRO PENDUKO
Attorney‐in‐Fact
Signed in the presence of:
KIM CHIU
GERALD ANDERSON
(ACKNOWLEDGEMENT)
SAMPLE: Special Power of Attorney (Authority to Sell Land)
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, MANNIE S. PAQUIAO, of legal age, Filipino, single, resident of No. 25 Rockwell Drive, Rockwell
Center, Makati City, do hereby name, constitute, and appoint CEASAR L. VILLANUEVA, to be my true and
lawful attorney, for me and in my name, place, and stead, within a period of six (6) months, to SELL,
TRANSFER, and CONVEY, for a price not less than ONE MILLION PESOS (Php 1,000,000.00), to whosoever
may buy or purchase the following described real property, to wit:
A Parcel of Land (Lot 45 of the consolidation‐subdivision plan (LRC) Pcs‐4111, being a
portion of the consolidation of Lots 4 and 7, Psu‐112287 Amd., LRC (GLRO) Rec. No. N‐
17511), situated in the Dist. Of Concepcion, City of Sta. Rosa, Laguna, Island of Luzon.
Bounded on the NE., points 3 to 6, by Lot 95; on the S., points 6 to 1 by Lot 40; on the
SW., points 1 to 2, by Lot 41; and on the N., points 2 to 3 by Lot 45, all of the
consolidation‐subdivision plan. Beginning at a point marked "1" on plan, being N. 51
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deg. 36' E., 1321.76 m. from B.L.L.M. No.1, Sta. Rosa, Laguna xxx (a copy of which title is
hereto attached as Annex "A")
of which I am the registered owner as evidenced by Transfer Certificate of Title No. T‐8911 of the
Registry of Deeds of Sta. Rosa, Laguna; and
HEREBY GIVING AND GRANTING unto my said attorney full power and authority to do and
perform all and every act requisite or necessary to carry into effect the foregoing authority to sell, as
fully to all intents and purposes as I might or could lawfully do if personally present, with full power of
substitution and revocation, and hereby ratifying and confirming all that my said attorney or his
substitute shall lawfully do or cause to be done under and by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of March, 2009, in Makati City,
Metro Manila, Philippines.
MANNIE S. PAQUIAO
Principal
Signed in the presence of:
JINKY S. ODA
VIC R. SOTTO
(ACKNOWLEDGMENT)
REVOCATION OF POWER OF ATTORNEY
 The authority granted in the power of attorney ends with the death of either the principal of the
agent. The power also terminates at the expiration of the time stated, or may be revoked by
providing notice to the agent.
 Revocation will take effect as soon as it is communicated to the agent and to all persons who may
or have dealt with the agent in reliance on the power of attorney.


If the power of attorney has been recorded as part of the public records (for example, with respect
to real estate transactions), a properly acknowledged revocation should be recorded to ensure the
revocation of the power of attorney is made effective.
Both the general and special powers of attorney may be revoked.
SAMPLE: Revocation of Special Powers of Attorney
REVOCATION OF SPECIAL POWER OF ATTORNEYS
KNOW ALL MEN BY THESE PRESENTS:
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WHEREAS, I, AURORA P. CRUZ, of legal age, single, Filipino, and a resident of 201 Broadway St.,
Makati City, by a certain public instrument made and executed in Makati City on 24 th day of January
2008 before Notary Public Joseph Pinon of Makati City, and registered as Document No. 168; Page No.
35; Book No. 113; Series of 2008 in his notarial register, did name, constitute, and appoint MARTHA A.
SALAZAR, a resident of 1 Leo St., Bel‐Air Subdivision, Makati City, as my true and lawful ATTORNEY‐IN‐
FACT, for the purpose and with powers mentioned in said instrument;
WHEREAS, the said public instrument or Power of Attorney, was never registered with the
Registry of Deeds for the Province of Pampanga;
NOW, THEREFORE, I, AURORA P. CRUZ, by virtue these presents, hereby REVOKE, ANNUL and
VOID the said power‐of‐attorney and all powers and authority therein or thereby given or granted or
intended to be given or granted to said MARTHA A. SALAZAR.
FURTHER, I, AURORA P. CRUZ, hereby revoke all Special Power of Attorneys that I may have
executed before the date of this Deed with respect to my property registered under TCT No. 8343505 of
the Registry of Deeds for the City of Makati.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of April, 2009 at Makati City,
Metro Manila, Philippines.
AURORA P. CRUZ
Principal
Signed in the Presence of:
SEDFREY CANDELARIA
AMPARITA STA. MARIA
(AKNOWLEDGMENT)
Important Principles to Remember
Nature of Power of Attorney


Agency is a relationship of trust and is fiduciary in nature. A power of attorney, particularly a
general power of attorney, should not be granted unless the circumstances require it and the agent
is a person whom the principal is sure will make wise and honest use of the power.
If a special power of attorney can possibly accomplish your needs, it is advisable to give it rather
than the general power of attorney. A general power of attorney is more difficult to revoke than a
special one.
When a Power of Attorney is needed
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Those persons who are about to become physically separated from their property or their affairs,
and whose property or affairs will be needing attention or management during their absence, may
need a power of attorney.
The document should grant no power greater than that which is needed under the
circumstances. A power of attorney should be given for a limited time only. General powers of
attorney are usually written for no more than one year.
Durability Clause
 Normally a power of attorney becomes null and void if the principal becomes disabled. A "durable"
power of attorney will allow the agent to continue to act even if the principal had become
disabled.
 Whether a power of attorney needs a durability clause depends upon its nature and purpose, the
amount of time it is needed for, the degree of trust between the principal and the agent, and the
age and health of the principal.
CHAPTER 4: LEGAL FORMS USED IN LITIGATION PRACTICE
SAMPLE CAPTIONS IN PLEADINGS
RULE 7, RULES ON CIVIL PROCEDURE
PARTS OF A PLEADING
Section 1. Caption. The caption sets forth the name of the court, the title of the action, and
the docket number if assigned.
The title of the action indicates the names of the parties. They shall all be named in the
original complaint or petition; but in subsequent pleadings, it shall be sufficient if the name of
the first party on each side be stated with an appropriate indication when there are other
parties.
Their respective participation in the case shall be indicated. (1a, 2a)
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REPUBLIC OF THE PHILIPPINES
SUPREME COURT
EN BANC/
DIVISION
REPUBLIC OF THE PHILIPPINES
COURT OF APPEALS
DIVISION
REPUBLIC OF THE PHILIPPINES
SANDIGANBAYAN
EN BANC/
DIVISION
REPUBLIC OF THE PHILIPPINES
COURT OF TAX APPEALS
EN BANC/
DIVISION
REPUBLIC OF THE PHILIPPINES
REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
BRANCH
REPUBLIC OF THE PHILIPPINES
MUNICIPAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
BRANCH
REPUBLIC OF THE PHILIPPINES
OFFICE OF THE PROSECUTOR
MAKATI CITY
LEGAL FORMS IN CRIMINAL CASES
COMPLAINT AFFIDAVIT
A Checklist
 In making a complaint affidavit, it is important to have the following as a checklist in mind: (1)
Identity of affiant and other personal circumstances; (2) Statement of venue; (3) Factual
allegations to show violation or defense; (4) Signature of affiant; (5) Verification; (6) Certification
as to personal examination of affiant; and (7) Supporting documents or affidavits.
 Section 3(a), Rule 112 of the Rules on Criminal Procedure states that complaint‐affidavits shall
be subscribed or sworn to before any prosecutor or government official authorized to
administer oath, or, in their absence or unavailability, before a notary public. They must certify
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that he personally examined the affiants and that he is satisfied that they voluntarily executed
and understood their affidavits.
N.B. Except when otherwise specifically required by law or rule, pleadings need not be under oath,
verified or accompanied by affidavit. A pleading is verified by an affidavit that the affiant has read the
pleading and that the allegations therein are true and correct of his knowledge and belief. (Section 4,
Rule 7)
The plaintiff or principal party shall certify under oath in the complaint or other initiatory pleading
asserting a claim for relief, or in a sworn certification annexed thereto and simultaneously filed
therewith: (a) that he has not theretofore commenced any action or filed any claim involving the same
issues in any court, tribunal or quasi‐judicial agency and, to the best of his knowledge, no such other
action or claim is pending therein; (b) if there is such other pending action or claim, a complete
statement of the present status thereof; and (c) if he should thereafter learn that the same or similar
action or claim has been filed or is pending, he shall report that fact within five (5) days therefrom to the
court wherein his aforesaid complaint or initiatory pleading has been filed. (Section 5, Rule 7)
Requirement of Barangay Conciliation
 A case filed in court without compliance with the prior barangay conciliation which is a pre‐
condition for formal adjudication may be dismissed upon motion of defendant, not for lack of
jurisdiction of the court but for failure to state a cause of action or prematurity, or the court
may suspend proceedings upon petition of any party under Section 1 Rule 21 of the Rules of
Court and refer the case motu proprio to the appropriate barangay authority.
 Under the Sections 399‐422 of the Local Government Code, it is stated that disputes are
required to be subjected to barangay conciliation as a pre‐condition before the filing of a
criminal complain in any court or government office, except:
1. Where one party is the government, or any subdivision or instrumentality thereof;
2. Where one party is a public officer or employee and the dispute relates to the
performance of his official functions;
3. Where the dispute involves real properties located in different cities and municipalities,
unless the parties thereto agree to submit their difference to amicable settlement by an
appropriate Lupon;
4. Any complaint by or against corporations, partnerships or judicial entities, since only
individuals shall be parties to barangay conciliation proceedings either as complainants
or respondents;
5. Dispute involving parties who actually reside in barangays of different cities or
municipalities, except where such barangay units adjoin each other and the parties
thereto agree to submit their differences to amicable settlement by an appropriate
Lupon;
6. Offences which the law prescribes a maximum penalty of imprisonment exceeding one
year or a fine of over five thousand pesos;
7. Offenses where there is no private offended party;
8. Disputes where urgent legal action is necessary to prevent injustice from being
committed or further continued, specifically the following:
a. Criminal cases where accused is under police custody or detention;
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10.
11.
12.
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b. Petition for habeas corpus by a person illegally deprived of his rightful custody
over another or a person illegally deprived of or on acting in his behalf; and
c. Actions which may be barred by Statute of Limitations.
Any class of disputes which the President may determine in the interest of justice or
upon the recommendation of the Secretary of Justice;
Where the dispute arises from the Comprehensive Agrarian Reform Law (CARL);
Labor disputes or controversies arising from employer‐employee relations; and
Actions to annul judgment upon a compromise which may be filed directly in court.
SAMPLE: Complaint‐Affidavit (Simple Affidavit Format)
REPUBLIC OF THE PHILIPPINES)
Makati City, Metro Manila
) S.S.
COMPLAINT‐AFFIDAVIT
I, MARIA M. LOPEZ, of legal age, Filipino, with home address at 4 Privet Drive, Hoggy Village,
Makati City, after being sworn to in accordance with law, hereby depose and state that:
1. I am the owner of a blue Pilot ball pen as evidenced by an official receipt issued by the
Office Warehouse herein attached as Annex “A”;
2. The accused, RAMON A. SANTAMARIA is my neighbor, residing at 5 Privet Drive, Hoggy
Village, Makati City;
3. On April 27, 2008, around 9 p.m., while looking out from the 2nd floor window, I noticed
that the accused is sneaking out of our house through the backdoor carrying a blue Pilot
ball pen;
4. On April 28, 2008, around 8 a.m., I went to the house of the accused to confront him of
the incident that occurred in the previous night;
5. I noticed that a blue Pilot ball pen similar to mine was being used by RAMONA A.
SANTAMARIA, the daughter of the accused, however, he vehemently claimed that he is
the owner of the pen;
6. Prior resort to the Barangay conciliation system proved fruitless as the accused denied
the allegations, consequently, a “Certification to File Action” was issued by the Barangay
Secretary, a copy of which is attached as Annex “B”;
7. Upon consultation with my lawyer, I understand that the acts of the accused qualify for
THEFT punishable under Article 308 of the Revised Penal Code;
8. Article 308 of the Revised Penal Code provides that THEFT is committed by any person
who, with intent to gain but without violence against or intimidation of persons nor
force upon things, shall take personal property of another without the latter’s consent;
and
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9. I am executing this affidavit to attest to the truth of the foregoing facts and for the
purpose of filing a criminal complaint for THEFT against the accused.
INWITNESS WHEREOF, I have hereunto set my hand this 30th day of April 2008 at Makati City.
MARIA LOPEZ
Affiant
(JURAT)
SAMPLE: Complaint‐Affidavit (Pleading Format)
REPUBLIC OF THE PHILIPPINES
OFFICE OF THE PROSECUTOR
Makati City
MARIA M. LOPEZ,
Complainant,
‐versus‐
I. S. No.
For: Theft
RAMON A. SANTAMARIA,
Respondent.
xx ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ xx
COMPLAINT‐AFFIDAVIT
I, MARIA M. LOPEZ, of legal age, Filipino, with home address at 4 Privet Drive, Hoggy Village,
Makati City, after being sworn to in accordance with law, hereby depose and state that:
1. I am the owner of a blue Pilot ball pen as evidenced by an official receipt issued by the Office
Warehouse herein attached as Annex “A”;
2. The accused, RAMON A. SANTAMARIA is my neighbor, residing at 5 Privet Drive, Hoggy
Village, Makati City;
3. On April 27, 2008, around 9 p.m., while looking out from the 2 nd floor window, I noticed that
the accused is sneaking out of our house through the backdoor carrying a blue Pilot ball pen;
4. On April 28, 2008, around 8 a.m., I went to the house of the accused to confront him of the
incident that occurred in the previous night;
5. I noticed that a blue Pilot ball pen similar to mine was being used by RAMONA A.
SANTAMARIA, the daughter of the accused, however, he vehemently claimed that he is the owner of the
pen;
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6. Prior resort to the Barangay conciliation system proved fruitless as the accused denied the
allegations, consequently, a “Certification to File Action” was issued by the Barangay Secretary, a copy of
which is attached as Annex B;
7. Upon consultation with my lawyer, I understand that the acts of the accused qualify for THEFT
punishable under Article 308 of the Revised Penal Code;
8. Article 308 of the Revised Penal Code provides that THEFT is committed by any person who,
with intent to gain but without violence against or intimidation of persons nor force upon things, shall
take personal property of another without the latter’s consent;
9. I am executing this affidavit to attest to the truth of the foregoing facts and for the purpose of
filing a criminal complaint for THEFT against the accused.
TO THE TRUTH OF THE FOREGOING, I have signed this Complaint‐Affidavit on April 30, 2008.
MARIA LOPEZ
Affiant
SUBSCRIBED and SWORN TO BEFORE ME, this 30th day of April 2008 at Makati City.
IMBES T. GADOR
Investigating Prosecutor
CERTIFICATION
I hereby certify that I have personally examined the Affiant and that I am satisfied that she
voluntarily executed and understood her Affidavit.
IMBES T. GADOR
Investigating Prosecutor
COUNTER‐AFFIDAVIT
A Checklist
 In making a counter‐affidavit, it is important to have the following as a checklist in mind: (1)
Identity of affiant and other personal circumstances; (2) Factual Allegations; (3) Defenses
Signature of affiant; (4) Verification Certification; and (5) Supporting documents or affidavits
 A counter affidavit should be filed within 10 days from receipt of subpoena with the complaint
and supporting affidavits.
Requirement of Certification by the Prosecutor
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Section 3(c), Rule 112 of the Rules of Criminal Procedure states that counter‐affidavits shall be
subscribed and certified in the same manner as complaints. Thus, they shall be subscribed
before any prosecutor or government official authorized to administer oaths, or, in their
absence or unavailability, before a notary public.
SAMPLE: Counter‐Affidavit
REPUBLIC OF THE PHILIPPINES
OFFICE OF THE PROSECUTOR
Makati City
MARIA M. LOPEZ,
Complainant,
‐versus‐
I. S. No. 11211
For: Theft
RAMON A. SANTAMARIA
Respondent.
xx ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ xx
COUNTER AFFIDAVIT
I, RAMON A. SANTAMARIA, of legal age, Filipino, with home address at 5 Privet Drive, Hoggy
Village, Makati City, after being sworn to in accordance with law, hereby depose and state that:
1. I am the neighbor of MARIA M. LOPEZ who resides at 4 Privet Drive, Hoggy Village, Makati
City;
2. I recently learned that I have been made a respondent in I.S. No. 11211, a charge for THEFT
filed by MARIA M. LOPEZ on April 30, 2008 before the Office of the City Prosecutor of Quezon City;
3. On May 15, 2008, I received a Subpoena from said Office requiring me to submit a Counter‐
Affidavit within ten (10) days from such receipt;
4. The charge is based on the allegation that I sneaked into the house of MARIA M. LOPEZ on
April 28, 2008, 9 p.m., and steal her blue Pilot ball pen;
5. To rebut the allegations of MARIA M. LOPEZ, I hereby as Annex A and B respectively, my
passport and a plane ticket issued by the Philippine Airlines;
6. The attached passport and plane ticket will indicate that I left for China on April 20, 2008 only
to return on April 29, 2008, it is therefore, impossible for me to commit the acts alleged by MARIA M.
LOPEZ;
7. Considering the foregoing, I respectfully pray that I be acquitted of the crime of THEFT
wrongfully imputed upon me by MARIA M. LOPEZ.
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TO THE TRUTH OF THE FOREGOING, I have signed this Counter‐Affidavit on May 20, 2008.
RAMON A. SANTAMARIA
Affiant
SUBSCRIBED and SWORN TO BEFORE ME, this 20th day of May 2008 at Makati City.
CONSEN T. DOR
City Prosecutor
CERTIFICATION
I hereby certify that I have personally examined the Affiant and that I am satisfied that he
voluntarily executed and understood his Affidavit.
CONSEN T. DOR
City Prosecutor
INFORMATION
A Checklist
 In making an Information, it is important to have the following as a checklist in mind: (1) Name
of parties; (2) Offense as designated by statute; (3) Acts or omissions complained of as
constituting the offense including a statement of the qualifying or aggravating circumstances;
(4) Time of the commission of the offense; (5) Place of commission; (6) Signature of Prosecutor
(for the Information); (7) Signature of Offended Party, Peace officer or Public officer charged
with enforcement of the law (for the Complaint); (8) Verification; and (9) Certification of
Preliminary Investigation or Inquest.
 If the Information is filed after inquest (and not preliminary investigation), add the following:
1. Place where accused is actually detained;
2. Full name and address of evidence custodian; and
3. Detailed description of recovered items, if any.
 An Information that is correct in form and substance is important to apprise the accused of his
right to be informed, as provided under Rule 110 of the Rules of Court and the 1987
Constitution.
SAMPLE: Information with Certificate of Inquest (Theft)
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REPUBLIC OF THE PHILIPPINES
REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
MAKATI CITY, BRANCH
PEOPLE OF THE PHILIPPINES,
Plaintiff,
− versus ‐
Criminal Case No. 80688‐00
For: Theft
WILLIAM GOCON,
Accused.
x ============================== x
INFORMATION
The undersigned accuses WILLIAM GOCON of the crime of theft, committed as follows:
That on or about the month of January, 2008 in the City of Makati, Republic of the Philippines
and within the jurisdiction of this Honorable Court, the above named accused WILLIAM GOCON being
then an employee of SLAZENBALL INC. in charge of operation of the machines for the production of
tennis balls with intent to gain, with grave abuse of confidence, did then and there willfully, unlawfully
and feloniously take, steal and carry away six thousand (6,000) pieces of tennis balls produced by the
machines valued at Three Hundred Fifty thousand Pesos (P350,000.00), without the knowledge and
consent of SLAZENBALL INC. to its damage and prejudice.
CONTRARY TO LAW.
ROGER MAMARIL
Assistant City Prosecutor
CERTIFICATION AS TO CONDUCT OF INQUEST
I hereby certify that the accused was lawfully arrested without a warrant and that, upon being
informed of his rights, refused to waive the provisions of Article 125 of the Revised Penal Code and, for
this reason, an Inquest was conducted; that based on the complaint and the evidence presented before
me without any countervailing evidence submitted by the accused, despite opportunity to do so, there is
reasonable ground to believe that the accused has committed the crime of theft and should, thus, be
held for said crime; that this Information was with the prior authority of the City Prosecutor.
ROGER MAMARIL
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Assistant City Prosecutor
SUBSCRIBED AND SWORN TO BEFORE ME this 17th day of February 2009 in Makati City, Metro
Manila, Philippines.
BEN BENAVIDES
City Prosecutor
SAMPLE: Information with Certificate of Inquest (Slander)
REPUBLIC OF THE PHILIPPINES
METROPOLITAN TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
MAKATI CITY, BRANCH
PEOPLE OF THE PHILIPPINES,
Plaintiff,
− versus ‐
Criminal Case No. 99688‐00
For: Slander
JENNY CRUZ.
Accused.
x =============================== x
INFORMATION
The undersigned accuses JENNY CRUZ of the crime of slander, committed as follows:
That on or about January 25, 2009, in the City of Makati, Philippines, and within the jurisdiction
of this Honorable Court, the above‐mentioned accused with intent to cast dishonor, discredit and
contempt upon one MYLA GONZALES, willfully, unlawfully and feloniously uttered publicly in the
presence and in front of and within the hearing of numerous people in the auditorium where they were
the following defamatory words, to wit: "YOU ARE A CONNIVING, ADULTEROUS and MURDEROUS
BITCH! YOU USELESS PIECE OF SHIT!” to the dishonor, discredit and contempt of said MYLA GONZALES.
CONTRARY TO LAW.
ROGER MAMARIL
Assistant City Prosecutor
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CERTIFICATION AS TO CONDUCT OF INQUEST
I hereby certify that the accused was lawfully arrested without a warrant and that, upon being
informed of his rights, refused to waive the provisions of Article 125 of the Revised Penal Code and, for
this reason, an Inquest was conducted; that based on the complaint and the evidence presented before
me without any countervailing evidence submitted by the accused, despite opportunity to do so, there is
reasonable ground to believe that the accused has committed the crime of theft and should, thus, be
held for said crime; that this Information was with the prior authority of the City Prosecutor.
ROGER MAMARIL
Assistant City Prosecutor
SUBSCRIBED AND SWORN TO BEFORE ME this 17th day of February 2009 in Makati City, Metro
Manila, Philippines.
BEN BENAVIDES
City Prosecutor
SAMPLE: Information with Certificate of Preliminary Investigation
(Murder)
REPUBLIC OF THE PHILIPPINES
REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
MAKATI CITY, BRANCH
PEOPLE OF THE PHILIPPINES
Plaintiff,
Criminal Case No.
For: Murder
‐Versus‐
JUAN DELA CRUZ
Accused.
x ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
INFORMATION
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The Undersigned accuses JUAN DELA CRUZ of the crime of Murder, committed as follows:
That on or about 2:00am, on 2 January 2009, in the City of Makati and within the jurisdiction of
this Honorable Court, the said accused aimed a loaded semi‐automatic firearm at the person of
ANTONIO BAGUMBAYAN and willfully, unlawfully and feloniously, with intent to kill and evident
premeditation, discharged the said firearm in the direction of BAGUMBAYAN, inflicting fatal wounds
thereupon.
CONTRARY TO LAW with the aggravating circumstances of evident premeditation, use of firearm
and commission during nighttime.
ROGER MAMARIL
Assistant City Prosecutor
CERTIFICATE OF PRELIMINARY INVESTIGATION
I hereby certify that a preliminary investigation in this case was conducted by me in accordance
with law; that I examined the police reports and the testimonies presented; that there is reasonable
ground to believe that the offense charged had been committed and that the accused is probably guilty
thereof; that the accused was informed of the Complaint and of the evidence submitted against him and
was given the opportunity to submit controverting evidence; and that the filing of this Information is
with the prior authority and approval of the City Prosecutor.
ROGER MAMARIL
Assistant City Prosecutor
SUBSCRIBED AND SWORN TO BEFORE ME this 25th of February 2009 in Makati City.
BEN BENAVIDES
City Prosecutor
SAMPLE: Information with Certificate of Preliminary Investigation
(Qualified Theft)
REPUBLIC OF THE PHILIPPINES
REGIONAL TRIAL COURT
NATIONAL CAPITAL JUDICIAL REGION
MAKATI CITY, BRANCH
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PEOPLE OF THE PHILIPPINES,
Plaintiff,
Criminal Case No.
For: Qualified Theft
‐versus‐
AMANDA DELA CRUZ,
Accused.
x ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
INFORMATION
The Undersigned accuses AMANDA DELA CRUZ of the crime of Qualified Theft, committed as
follows:
That on or about 2 January 2009, in the City of Makati and within the jurisdiction of this
Honorable Court, the said accused, a person of legal age, residing at 18 Manolo St, Poblacion, Makati,
and at the time of the commission of the crime, was employed as a cashier in Venus Drug located at 12
Makati Avenue, Makati City, did there and then, willfully, unlawfully and feloniously, with grave abuse of
confidence and with intent to gain, took cash from the register of the said establishment in the amount
of thirty five thousand pesos (P35,000.00), without the knowledge and consent of her employer.
CONTRARY TO LAW.
ROGER MAMARIL
Assistant City Prosecutor
CERTIFICATE OF PRELIMINARY INVESTIGATION
I hereby certify that a preliminary investigation in this case was conducted by me in accordance
with law; that I examined the Complainant, the witnesses and other documents presented; that there is
reasonable ground to believe that the offense charged had been committed and that the accused is
probably guilty thereof; that the accused was informed of the Complaint and of the evidence submitted
against him and was given the opportunity to submit controverting evidence; and that the filing of this
Information is with the prior authority and approval of the City Prosecutor.
ROGER MAMARIL
Assistant City Prosecutor
SUBSCRIBED AND SWORN to before me this 25th of February 2009 in Makati City< Metro Manila,
Philippines.
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BEN BENAVIDES
City Prosecutor
LEGAL FORMS IN CIVIL CASES
COMPLAINT
A Checklist
 The complaint is the pleading alleging the plaintiff's cause or causes of action. The names and
residences of the plaintiff and defendant must be stated in the complaint. (Section 3, Rule 6,
Rules of Court) It is the initiatory pleading in civil cases.
 Every pleading shall contain in a methodical and logical form, a plain, concise and direct
statement of the ultimate facts on which the party pleading relies for his claim or defense, as
the case may be, omitting the statement of mere evidentiary facts. (Section 1, Rule 8)
 The pleading shall specify the relief sought, but it may add a general prayer for such further or
other relief as may be deemed just or equitable. [Section 2(c), Rule 7]
When the plaintiff is a corporation
 When the Plaintiff is a corporation, a Secretary’s Certificate must be attached to the Complaint
aside from the Verification and Certification against Forum Shopping. Such Secretary’s
Certificate shall state the resolutions during the Board of Directors’ meeting authorizing the
President of the corporation to: (1) cause the preparation and the filing of the complaint; (2)
engage the services of counsel for the purpose of preparing and filing the said Complaint on
behalf of the corporation, and (3) sign under oath on behalf of the corporation the requisite
Verification and Certification to be attached to the Complaint.
SAMPLE: Complaint for Sum of Money
Republic of the Philippines
National Capital Judicial Region
REGIONAL TRIAL COURT
Branch
, Muntinlupa City
Isidore Y. Labrador,
Plaintiff,
Civil Case No.
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For: Sum of Money
Francis Arispacochaga,
Defendant.
x ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ x
COMPLAINT
PLAINTIFF, by counsel, respectfully states that:
The Parties
1.
Plaintiff is a Filipino, of legal age, and resident of No. 123 Madrigal Avenue, Ayala
Alabang Village, Muntinlupa City;
2.
Defendant is also a Filipino, of legal age and resident of No. 452 Dama de Noche Street,
Ayala Alabang Village, Muntinlupa City where he may be served with summons and
other court processes.
The Facts
3.
Sometime in March 15, 2004 and over a period of six (6) months, defendant borrowed
certain amounts from plaintiff. Defendant promised to pay these amounts on an
installment basis monthly. These amounts now total Four Million Pesos (P4,000,000.00).
4.
Despite repeated demands, both oral and written, defendant failed or has refused to
pay any amount to plaintiff as no installment payment has ever been made. A copy of
each of plaintiff’s two (2) demand letters is attached as ANNEX “A” and “B” and made an
integral part of this complaint, respectively.
5.
Resort to the Barangay Conciliation process proved fruitless as defendant failed to
appear despite notice on him to appear. Thus, a Certification to File Action, a copy of
which is attached as ANNEX “C” and made an integral part of this complaint, was issued
by the Barangay Chairman.
6.
Defendant's obligation is due and demandable and plaintiff is entitled to the payment of
the entire amount of Five Million Six Hundred Thousand Pesos (P5,600,000.00) plus
legal interests.
7.
By reason of defendant’s unreasonable failure or refusal to pay his due and demandable
obligation, plaintiff was forced to engage the services of counsel to vindicate his rights
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thereby committing himself to pay legal expenses amounting to Ninety Thousand Pesos
(P90,000.00).
Prayer
WHEREFORE, plaintiff respectfully prays for judgment in his favor through a Decision directing
defendant to pay him FIVE MILLION SIX HUNDRED THOUSAND PESOS (P5,600,000.00), with legal
interest as ACTUAL DAMAGES and NINETY THOUSAND PESOS (P90,000.00) as Attorney's Fees.
Plaintiff prays for such other and further reliefs as may be deemed just and equitable in the
premises.
Muntinlupa City, June 28, 2008.
Demetria Sandoval
Counsel for Plaintiff
5th Floor, Madrigal Business Tower,
Madrigal Business Center, Alabang, Muntinlupa City
Attorney’s Roll No. 34975
IBP No. 23655‐01/03/08‐Muntinlupa
PTR No. 45321‐01/03/08‐Muntinlupa
MCLE Compliance No. II‐0008776‐Nov. 17, 2007
VERIFICATION AND CERTIFICATION
I, Isidore Y. Labrador, of legal age, after having been duly sworn, depose and state that:
I am the Plaintiff in the foregoing Complaint for Sum of Money.
I caused the preparation of the Complaint, which I have fully read and understood.
I hereby affirm that all factual allegations contained in said Complaint are true and correct of my
own personal knowledge and belief, as well as true and correct on the basis of authentic documents and
records in my possession.
I certify that I have not heretofore commenced any action or filed any claim involving the same
issues in any court, tribunal, or quasi‐judicial agency.
If I should hereafter learn that any other similar action or claim has been filed or is pending, I
shall report that fact within five (5) days from knowledge thereof to this Honorable Court.
ISIDORE Y. LABRADOR
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(JURAT)
SAMPLE: Complaint for Ejectment
Republic of the Philippines
National Capital Judicial Region
METROPOLITAN TRIAL COURT
Branch
, Makati City
Jeffrey Salas,
Plaintiff,
Civil Case No.
For: Ejectment
− versus ‐
Rustico de Borja,
Defendant.
xx ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ xx
COMPLAINT
PLAINTIFF, by counsel, respectfully states that:
The Parties
1.
Plaintiff is a Filipino, of legal age, and resident of No. 10 Hidalgo Street, San Lorenzo
Village, Makati City;
2.
Defendant is also a Filipino, of legal age and resident of No. 20 Ponce Street, San
Lorenzo Village, Makati City, where he may be served with summons and other court
processes.
The Facts
3.
Plaintiff owns that property located at No. 20 Ponce Street, San Lorenzo Village, Makati
City, which it leased to defendant under the terms and conditions stated in the Contract
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of Lease dated January 31, 2005, which contract expired on January 31, 2007. A copy of
the contract is attached as ANNEX “A” and made an integral part of this complaint.
4.
Upon the expiration of the contract, plaintiff informed defendant of his intention not to
renew the lease as he would use the property to put up his own business. Plaintiff then
asked defendant to vacate the premises. A copy of plaintiff’s letter to defendant is
attached as ANNEX “B” and made an integral part of this complaint.
5.
Despite demand duly made and received, defendant has refused to vacate the premises
and continues to occupy the property without plaintiff’s consent. Resort to the Barangay
Conciliation system proved useless as defendant refused to appear before the Lupong
Tagapamayapa. A Certification to File Action is attached as ANNEX “C” and made an
integral part of this complaint.
6.
Defendant's act of dispossession has caused plaintiff to suffer material injury because
plaintiff’s business plans could not be implemented despite the arrival of machineries
specifically leased for this purpose at the rental rate of One Hundred Fifty Thousand
pesos (P150,000.00) per month. Defendant’s continued occupation of the premises has
also forced plaintiff to sue and to incur legal expenses amounting to Fifty Thousand
Pesos (P 50,000.00).
Prayer
WHEREFORE, plaintiff respectfully prays for judgment in his favor by ordering defendant to
vacate the property and peacefully turn over possession to plaintiff and for defendant to pay plaintiff
the amount of One Million Two Hundred Thousand Pesos (P1,200,000.00) representing rentals on the
machineries for eight (8) months and Fifty Thousand Pesos (P50,000.00) for Attorney's fees.
Other just and equitable reliefs are also prayed for.
Muntinlupa City for Makati City, September 30, 2007.
Atty. Demetria Sandoval
Counsel for Plaintiff
th
5 Floor, Madrigal Business Tower,
Madrigal Business Center, Alabang, Muntinlupa City
Attorney’s Roll No. 34975
IBP O.R. No. 23655‐01/03/08‐Muntinlupa
PTR O.R. No. 45321‐01/03/08‐Muntinlupa
MCLE Compliance No. II‐0008776‐Nov. 17, 2007
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(Verification and Certification against Forum Shopping;
see preceding sample)
ANSWER
 An answer is a pleading in which a defending party sets forth his defenses. (Section 4, Rule 6)
Meanwhile, a counterclaim is any claim which a defending party may have against an opposing
party. (Section 6, Rule 6)
 A defendant must specify each material allegation of fact the truth of which he does not admit
and, whenever practicable, shall set forth the substance of the matters upon which herelies to
support his denial. Where a defendant desires to deny only a part of an averment, he shall
specify somuch of it as is true and material and shalldeny only the remainder. Where a
defendant is withoutknowledge or information sufficient to form a belief as to the truth of a
material averment made in the complaint, he shall so state, andthis shall have the effect of a
denial. (Section 10, Rule 8)
 An affirmative defense is an allegation of a new matter which, while hypothetically admitting
the material allegations in the pleading of the claimant, would nevertheless prevent or bar
recovery by him. The affirmative defenses include fraud, statute of limitations, release,
payment, illegality, statute of frauds, estoppel, former recovery, discharge in bankruptcy, and
any other matter by way of confession and avoidance. [Section 5(b), Rule 6]
 A compulsory counterclaim is one which, being cognizable by the regular courts of justice, arises
out of or is connected with the transaction or occurrence constituting the subject matter of the
opposing party's claim and does not require for its adjudication the presence of third parties of
whom the court cannot acquire jurisdiction. Such a counterclaim must be within the jurisdiction
of the court both as to the amount and the nature thereof, except that in an original action
before the Regional Trial Court, the counterclaim may be considered compulsory regardless of
the amount. (Section 7, Rule 6)
SAMPLE: Answer (With Counterclaim)
Republic of the Philippines
National Capital Judicial Region
REGIONAL TRIAL COURT
Branch 123, Muntinlupa City
Thomas Cruz, Jr.,
Plaintiff,
Civil Case No. 09‐12345
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− versus ‐
1
0
5
For: Sum of Money
Brandon Petey Pablo,
Defendant.
x ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ x
ANSWER
(With COUNTERCLAIM)
DEFENDANT, through counsel, by way of answer to plaintiff’s complaint, respectfully
states that:
Admissions/Denials
1. He admits the allegations in paragraph 2 of the Complaint regarding his personal circumstances;
2. He is without knowledge or information to form a belief as to the truth of the allegations in
paragraphs 1, 4, 5, and 6 of the Complaint;
3. He specifically denies each and every material allegation in paragraph 3 of the Complaint, since
such allegations are maliciously false and meant only to unjustly enrich Plaintiff at Defendant’s
expense. The truth is the principal obligation amounts to only Six Hundred Thousand Pesos
(P600,000.00), but due to unconscionable interests, excessive penalties and other charges,
Defendant was deceived into signing a receipt that showed, as Defendant much later on learned,
the aggregate amount of indebtedness to be Nine Hundred Thousand Pesos (P900,000.00),
inclusive of the unconscionable interests, excessive penalties, and other charges;
.
Special and Affirmative Defenses
4. The complaint does not state a cause of action and is a sham pleading;
4.1 On or about June 28, 2005, Defendants incurred an indebtedness of Three Hundred Fifty
Thousand Pesos (P350,000.00) with Plaintiff;
4.2 Due to a close and long relationship with Plaintiff, Defendant was deceived into signing a receipt
which he thought contained only a reasonable rate of interest per Defendant’s oral agreement
with Plaintiff;
4.3 Upon securing a copy of the receipt much later, Defendant discovered to his utter surprise that
the rate of interest indicated on the receipt is five (5%) percent per month, or sixty (60%) percent
per annum;
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4.4 Defendants were perplexed that their indebtedness continued to increase despite the fact that
they had already paid Plaintiff the following amounts: P150,000.00 on July 12, 2005 and
P250,000.00 on September 8, 2008, more than the principal obligation of P350,000.00.
[Photocopies of payment receipts are hereto attached as Annexes “A” to “A‐9” and are made an
integral part of this Answer.]
Counterclaim
5. Defendant additionally submits that he is entitled to relief arising from the filing of this malicious
and baseless suit, as follows:
5.1 Moral Damages amounting to Fifty Thousand Pesos (P50,000.00) because his name and
reputation were besmirched by this malicious and baseless suit.
5.2 Despite full payment by Defendant of the principal obligation, Plaintiff has instituted the instant
malicious suit which compelled Defendant to engage the services of counsel, in order to protect
Defendant’s interests, for an agreed professional fee of P200,000.00, plus an appearance fee of
P5,000.00 per hearing.
5.3 Defendants also incurred other litigation expenses in the sum of P 50,000.00. For all of said fees
and litigation expenses, Plaintiff should be adjudged liable to Defendant.
WHEREFORE, Defendant respectfully prays that judgment be rendered in his favor by
dismissing the Complaint and granting defendant's counterclaim by awarding defendant: (a) Fifty
Thousand Pesos (P50,000.00) as Moral Damages, and (b) Two Hundred Thousand Pesos
(P200,000.00) plus Five Thousand Pesos (P5,000.00) for every hearing attended by Defendant’s
counsel as Attorney's Fees.
Other just and equitable reliefs are prayed for.
Quezon City for Muntinlupa City, October 11, 2007.
MARICEL X. TOLENTINO
Counsel for Defendant
89 Mindanao Ave., Quezon City
Attorney’s Roll No. 56247
IBP No. 015456/ January 15, 2008/ Quezon City
PTR No. 014523/ January 20, 2008/ Quezon City
MCLE No. 854265/ January 8, 2008
(Verification and Certification against Forum Shopping)
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Copy furnished through personal service:
Atty. Demetria Sandoval
Counsel for the Plaintiff
5th Floor, Madrigal Business Tower,
Madrigal Business Center,
Alabang, Muntinlupa City
PROOF OF SERVICE
I, Primitivo Santos, messenger for Atty. Maricel Tolentino, herein counsel for Defendant
Brandon Petey Pablo, hereby certify that I personally delivered Defendant’s Answer dated October 11,
2007 to Plaintiff Thomas Cruz, Jr. with address at No. 217 Pacific Avenue, Pacific Village, Alabang,
Muntinlupa City. The Answer was received by plaintiff himself.
PRIMITIVO SANTOS
(JURAT)
Copy furnished through registered mail:
Atty. Demetria Sandoval
Counsel for the Plaintiff
5th Floor, Madrigal Business Tower,
Madrigal Business Center,
Alabang, Muntinlupa City
Registry Receipt No. 1234
Muntinlupa City Post Office
Date: October 15, 2007
EXPLANATION
(Pursuant to Section 11, Rule 13, 1997 Rules of Civil Procedure)
A copy of the foregoing Answer was served on Plaintiff’s counsel by registered mail due to time
constraints and lack of messenger to effect personal service.
Atty. Maricel Tolentino
Counsel for Defendant
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N.B. An explanation is needed only when service was made via registered mail.
PRE‐TRIAL BRIEF
 The parties shall file with the court and serve on the adverse party, in such manner as shall
ensure their receipt thereof at least three (3) days before the date of the pre‐trial, their
respective pre‐trial briefs which shall contain, among others:
1. A statement of their willingness to enter into amicable settlement or alternative modes
of dispute resolution, indicating the desired terms thereof
2. A summary of admitted facts andproposed stipulation of facts
3. The issues to be tried or resolved
4. The documents or exhibits to be presented, stating the purpose thereof
5. A manifestation of their having availed or their intention to avail themselves of
discovery procedures or referral to commissioners
6. The number and names of the witnesses, and the substance of their respective
testimonies
 Failure to file the pre‐trial brief shall have the same effect as failure to appear at the pre‐trial.
(Section 6, Rule 18)
SAMPLE: Pre‐Trial Brief
Republic of the Philippines
National Capital Judicial Region
REGIONAL TRIAL COURT
Branch 53, Pasig City
Katrina Olmes,
Plaintiff,
− versus ‐
Angelina Jolina Magdangal,
Defendant.
x ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ x
Civil Case No. 07‐34567
For: Sum of Money
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PRE‐TRIAL BRIEF
DEFENDANT, through counsel, respectfully submits her Pre‐Trial Brief, as follows:
I.
WILLINGNESS TO ENTER INTO AN AMICABLE SETTLEMENT AND POSSIBLE TERMS OF ANY SUCH
SETTLEMENT
1.1.
Subject to a concrete proposal that is fair and reasonable and a reciprocal manifestation
of openness from plaintiff, defendant is open to the possibility of amicably settling this
dispute.
1.2.
Pursuant to Rule 18 of the 1997 Rules of Civil Procedure, defendant respectfully submits
that the desired terms of any amicable settlement would involve, first, a clarification of
the actual extent of any obligation due and owing to plaintiff inasmuch as there is
nothing to indicate defendant’s obligations to plaintiff and, second, a schedule of
payments.
II. BRIEF STATEMENT OF CLAIMS AND DEFENSES
1.1.
Plaintiff seeks principally to recover the amount of One Million Pesos (P1,000,000.00)
with interest at twelve percent (12%) arising allegedly from unpaid orders delivered to
defendant.
1.2.
Defendant resists plaintiff’s claims based on a failure to state a cause of action because
of:
2.3.
2.2.1.
Plaintiff's lack of personality to sue and, therefore, not being the real party in
interest under Rule 3, section 2 of the 1997 Rules of Civil Procedure;
2.2.2.
Extinguishment of the alleged claim made by the defendant on May 28, 2007.
Defendant also interposed a compulsory counterclaim for Fifty Thousand Pesos
(P50,000.00) for moral damages and Two Hundred Thousand Pesos (P200,000.00) as
attorney's fees.
III.
FACTS AND OTHER MATTERS ADMITTED BY THE PARTIES
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3.1.
Defendant admits only those facts stated in his Answer, i.e., her personal circumstances,
receipt of the demand letter dated January 10, 2007 and her reply to the demand letter.
3.2.
Subject to a concrete proposal for stipulation of additional facts from plaintiff during
pre‐trial or even thereafter, defendant admits no other facts stated in the Complaint.
IV.
4.1.
4.2.
ISSUES TO BE TRIED
Defendant submits that the following issues put forward by plaintiff are subject to
proof:
4.1.1.
Plaintiff's personality to seek legal relief;
4.1.2.
Plaintiff's entitlement to the amount claimed;
Defendant submits that the following issues she put forward are subject to proof:
4.2.1.
Plaintiff's bad faith in filing this suit;
4.2.2. Defendant's entitlement to the claims made in her Compulsory Counterclaim as
a result of plaintiff’s bad faith;
V. EVIDENCE
5.1. Defendant intends to present the following witnesses:
5.2.
5.1.1.
Defendant herself who will testify on the true circumstances leading to the filing
of this suit against her;
5.1.2.
An employee of defendant with personal knowledge as to the true
circumstances behind the alleged obligations due and owing in favor of plaintiff.
Defendant reserves the right to present any and all documentary evidence which shall
become relevant to rebut plaintiff's claims in the course of trial as well as any other
witnesses whose testimony will become relevant to belie plaintiff’s witnesses, if
necessary.
VI.
6.1.
RESORT TO DISCOVERY
Considering the relatively simple issues presented, defendant does not intend to avail of
discovery at this time.
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Subject, however, to a concrete and reasonable request for discovery from plaintiff,
defendant reserves the right to resort to discovery before trial.
RESPECTFULLY SUBMITTED, this 8th day of August 2007, Pasig City.
MARICEL X. TOLENTINO
Counsel for Defendant
89 Mindanao Ave., Quezon City
Attorney’s Roll No. 56247
IBP No. 015456/ January 15, 2008/ Quezon City
PTR No. 014523/ January 20, 2008/ Quezon City
MCLE No. 854265/ January 8, 2008
NOTICE OF HEARING
THE BRANCH CLERK OF COURT
Regional Trial Court
Branch 53, PasigCity
Please submit the foregoing Motion to the Court for its consideration and approval immediately
upon receipt hereof and kindly include the same in the court's calendar for hearing on August 25, 2007
at 8:30 in the morning.
Atty. Maricel Tolentino
Counsel for Defendant
N.B.The Notice of Hearing is actually both a REQUEST and a NOTICE; a REQUEST for the Branch Clerk of
Court to include the motion in the calendar for hearing on a specific date and a NOTICE to opposing
counsel of the hearing date requested. In non‐litigious motions or ex parte motions, it is sufficient that
the request not contain a date, and for that purpose, the underlined portion in the Request may be
omitted with the Notice to opposing counsel simply stating that "counsel will submit the motion to the
court for approval immediately upon receipt." [From Professor Theodore O. Te’s Handbook on Legal
Forms]
Copy Furnished:
Atty. Conrado Manuel
Counsel for the Plaintiff
16th Floor, JMT Tower,
ADB Avenue, Pasig City
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MEMORANDUM8
 Upon admission of the evidence, the case shall be deemed submitted for decision, unless the
Court directs the parties to argue or to submit their respective memoranda or any further
pleadings. (Section 5[g], Rule 30, Rules of Court) The rationale for this rule is because all the
pleadings and the evidence necessary for the Court to arrive at a Decision are already on the
record. Hence, oral arguments and the submission of additional pleadings may be dispensed
with.
 However, as a matter of practice, the prevailing trend among the Courts is to require the parties
to submit their respective Memoranda to aid the Court in arriving at a Decision of the case.
 The Memorandum is available for ready reference by the trial judge. Rather than go over the
entire records of the case, the judge can easily read the parties’ Memoranda.
What is the Importance of a Memorandum
 Being part of the records of the case, the Memorandum is available for perusal by the appellate
court. Hence, it is imperative that lawyers should know how to write a clear, concise, complete,
and persuasive Memorandum that should express the facts of the case, the issues of the
controversy, and the legal arguments in support of your client’s claims or defenses.
 Based on practice, cases have been won and lost solely on the basis of the Memorandum.
Pointers in Writing the Memorandum
1. Read and study the entire records of the case, especially the various pleadings filed by the
parties. Look out for stipulations and admissions of fact.
2. Read the Transcript of Stenographic Notes (‘TSN”) of the witnesses and determine the pertinent
portions thereof that are favorable for your client’s cause and those which may be damaging to
the other party.
3. Scrutinize all the documentary evidence presented by the parties.
4. Conduct a study and research of the relevant laws and jurisprudence that support your client’s
claims and refutes the defenses of the other party.
Parts of a Trial Memorandum
1. Prefatory statement
2. Statement of the case
3. Statement of the facts
4. Issues to be resolved (factual and legal)
5. Arguments
6. Relief sought
8
Generoso V. Jacinto, An Introduction to Trial Technique and Practice, 1982 Ed.; Roberto A. Abad, The
Fundamentals of Legal Writing, 2004 Ed.
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SAMPLE: Memorandum
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
Branch 256, Muntinlupa City
ASTRO CHEMICAL COUNTRY, INC.,
Plaintiff,
‐versus‐
Special Civil Case No. 02‐001
For: Interpleader with Damages
BANK OFAMERICA NT &SA,
BENEDICTINE ABBEY LIM and
RICARDO DE MESA,
Defendants,
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
MEMORANDUM
(WITH FORMAL ENTRY OF APPEARANCE)
The undersigned law firm most respectfully enters its appearance as counsel for the Plaintiff
ASTRO CHEMICAL COUNTRY, INC., (ACCI for brevity) in the above‐entitled case. Henceforth, it is most
respectfully prayed that all notices and other legal processes be sent to and furnished the undersigned
at the address indicated herein below.
AND BY WAY OF MEMORANDUM –
Plaintiff ACCI, thru the undersigned counsel and unto this Honorable Court, respectfully submits
this MEMORANDUM in compliance with the 23 February 2009 Order of this Honorable Court which was
received by plaintiff on 06 March 2009, requiring the parties to file their respective Memoranda within
thirty (30) days from receipt or until 05 April 2009 as for plaintiff.
THE PARTIES
Plaintiff Astro Chemical Country Inc. (ACCI) is a domestic, non‐profit corporation with principal
office at Country Club Drive, Ayala Alabang Village, Alabang, Muntinlupa City. It operates and maintains
a country club and various sports facilities for the exclusive use of its members. It may be served with
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notices and other legal processes of this Honorable Court through the undersigned counsel in Unit 314,
Ateneo Professional Schools Building, Rockwell Drive, Rockwell Center, Makati City.
Defendant Bank of America, National Association (Bank of America) is a national banking
association organized and existing under and by virtue of the laws of the United States of America, and
duly licensed to do business in the Philippines through its branch office at Philamlife Tower Building,
27thFloor, 8767 Paseo de Roxas, Makati City.
Defendant Benedictine Abbey Lim is of legal age, Filipino and a resident of Cluster E134,
Alexandria, Meralco Avenue, Pasig City.
Defendant Ricardo M. de Mesa is of legal age, Filipino and a resident of Suite 1901, Parc
Chateau, Ortigas Center, Pasig City.
STATEMENT OF THE CASE
This is a Special Civil Action for Interpleader with Damages under Rule 62 of the Rules of Court.
Said special civil action is proper whenever there are conflicting claims upon the same subject matter
against a person who claims no interest in the same, or an interest which in whole or in part is not
disputed by the claimants; such person may bring an action against the conflicting claimants to compel
them to interplead and litigate their claims among themselves.
On 13 December 2001, plaintiff ACCI filed a Complaint in Interpleader with Damages9 by reason
of the conflicting claims between defendant Bank of America and defendants Benedictine Lim and
Ricardo de Mesa, as to the ownership of ACCI Share Nos. B‐0843 and B‐0844.Defendant Bank of America
sustains the view that defendants Lim and de Mesa are not the owners of the subject ACCI shares by
reason of the nullity of the levy and sale of the said shares. Whereas, defendants Lim and de Mesa are
of the view that they are entitled to the transfer of the subject shares in their names as they are the
legal owners of the subject shares by reason of the Sheriff’s Certificate of Sale issued to them.
On 11 March 2002, defendant Bank of America filed its Answer to the Complaint filed by plaintiff
ACCI. The bank contended that by reason of the nullity of the Order under which the writ of execution
in favor of American Realty Corporation and directed against the bank was issued, the said writ, as well
as the levy and sale of the bank’s personal properties, including the subject ACCI shares are also null and
void. It further contended that the sheriff’s sale of the subject ACCI shares was likewise null and void
since the judgment sought to be executed has already been fully paid and satisfied. In fact, in a letter
dated 25 September 2001 sent by Bank of America through its counsel addressed to ACCI, it was stated
therein that by reason of the Compromise Agreement and Satisfaction of Judgment executed by and
between American Realty Corporation and Bank of America and filed with the Supreme Court as well as
the Regional Trial Court of Pasig, Branch 159, Bank of America requested ACCI not to record any transfer
or disposition of the subject ACCI shares in the corporate books until after the resolution of the Motion
to Quash the Writ of Execution.
9
A copy of the Plaintiff ACCI’s Complaint is attached hereto as Annex “A”
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On 22 May 2002, defendant Lim filed his Answer with Counterclaim and Crossclaim against
defendant Bank of America. He contended that an interpleader is an improper remedy to resist the
transfer of the share of stock in his favor. He further contended that an interpleader is improper as the
validity of the auction and sheriff’s certificate of sale was never assailed or invalidated. According to
him, the continued refusal of the Corporate Secretary to effect the transfer of one of the subject ACCI
shares in his favor are clear indications of bad faith of ACCI considering the fact that the Board of
Directors of ACCI was strongly influenced by its then Chairman, Atty. Maestro San Felipe– father of one
of the handling lawyers of the defendant Bank of America.
On 17 June 2002, defendant Bank of America filed its Reply and Answer to defendant Lim’s
Crossclaim reiterating its claim that the sale and levy of the ACCI share to defendant Lim was null and
void.
On 14 July 2004, defendant Bank of America filed its Manifestation and Urgent Motion to
Suspend Proceedings holding that the validity of the Compromise Agreement be first resolved before
the present action for interpleader may proceed. However, the said motion was denied on the ground
that the appellate court has no jurisdiction over this case as defendants Lim and de Mesa are not privy
to the proceedings before the appellate court.
On 12 November 2007, plaintiff ACCI filed its Memorandum reaffirming its previous argument
that the present special civil action in interpleader is proper as any decision as to who between the
defendants is entitled to the subject ACCI shares is best left to the sound discretion of the court.
On 03 December 2007, defendant Lim likewise filed his Memorandum reiterating his claim that
there is no reason for plaintiff ACCI to withhold the transfer of the subject ACCI share in his name as he
is an innocent purchaser for value of the same.
STATEMENT OF THE FACTS
As culled from the Plaintiff ACCI’s Complaint dated 13 December 2001, the following are the
factual antecedents of the case:
ACCI is engaged in the operation and maintenance of a country club for the exclusive use of its
members and their guests. Its stocks are divided into Two Thousand Five Hundred shares (2,500)
consisting of nine (9) Founder’s shares and Two Thousand Four Hundred Ninety‐one (2,491) common
shares, which is further divided into One Thousand Seven Hundred Forty‐one (1,741) class “A” and
Seven Hundred Fifty (750) class “B” shares. Two of these class “B” shares, namely Share Nos. B‐0843 and
B‐0844 acquired for the amount of One Million Sixty Seven Thousand Pesos (Php1,067,000.00), were
allegedly owned by the Defendant Bank of America.
On 24 August 2001, ACCI received a Notice of Garnishment10 dated 21 August 2001 issued by
the Sheriff of the Regional Trial Court, Branch 159, Pasig City in relation with the Writ of
10
A copy of the Notice of Garnishment is attached hereto as Annex “B”
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Execution11dated 23 April 2001 issued by the said court in Civil Case No. 62883 entitled, “American
Realty Corporation vs. Bank of America, NT & SA.” Said Notice of Garnishment advised ACCI not to
deliver, transfer or otherwise dispose of the ACCI shares or stocks which are under its control and
possession belonging to the Bank of America. By the said Notice of Garnishment, the said ACCI shares of
stocks in the name of Bank of America were garnished in order to satisfy the judgment award against
the latter in favor of American Realty Corporation. The Notice of Garnishment and the Writ of Execution
were both annotated in the books of ACCI.
On 07 September 2001, ACCI received a Notice of Sheriff’s Sale12 dated 05 September 2001
notifying ACCI that defendant Bank of America’s two (2) ACCI Class B shares with Certificate Nos. B‐0843
and B‐0844 will be sold at a public auction. By way of a Certificate of Sale13 dated 14 September 2001,
ACCI was informed that ACCI Share Nos. B‐0843 and B‐0844 were sold to defendants Lim and de Mesa,
respectively. Following the sale, ACCI was requested by Limin his letter dated 28 September 2001 to
make the necessary arrangements for the transfer of ACCI Share No. B‐0843 in his name as soon as
possible. Likewise, a similar request to effect the transfer of Share No. B‐0844 in de Mesa’s name was
made by him.
Meanwhile, ACCI received a letter from defendant Bank of America’s counsel dated 25
September 2001 requesting ACCI not to record any transfer pertaining to ACCI Share Nos. B‐0843 and B‐
0844 until after the Motion to Quash the Writ of Execution14dated 20 August 2001 was resolved with
finality by the trial court. It is provided for in said letter that American Realty Corporation itself caused
the filing of the Motion to Quash the Writ of Execution, thereby signifying its lack of interest to pursue
any execution or garnishment proceedings against Bank of America in view of the full and final
settlement of Bank of America’s monetary obligation by virtue of the Compromise Agreement15dated 20
November 2000 entered into by and between Bank of America and American Realty Corporation, as
corroborated by the Satisfaction of Judgment16dated 21 November 2000 and approved by the Supreme
Court on 31 January 2001.
In another letter dated 03 October 2001, counsel for Bank of America reiterated its request to
hold in abeyance the recordation of the transfer of the abovementioned ACCI Shares to defendants Lim
and de Mesa by virtue of the Amended Decision17 dated 02 October 2001 rendered by the Court of
Appeals in CA‐GR SP Nos. 6419 and 6449 entitled, “American Realty Corp. and Bank of America vs. Hon.
11
A copy of the Writ of Execution is attached hereto as Annex “C”
12
A copy of the Notice of Sheriff’s Sale is attached hereto as Annex “D”
13
Copies of the Certificate of Sale are attached hereto as Annexes “E‐1” and “E‐2”
14
A copy of the Motion to Quash the Writ of Execution is attached hereto as Annex “F”
15
A copy of the Compromise Agreement is attached hereto as Annex “G”
16
A copy of the Satisfaction of Judgment is attached hereto as Annex “H”
17
A copy of the Amended Decision is attached hereto as Annex “I”
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Rodolfo R. Bonifacio, Presiding Judge Br. 159, RTC, NCJR Pasig, et. al.,” the dispositive portion of which
reads as follows:
“WHEREFORE, the Motion for Reconsideration is hereby GRANTED. The
Decision of this Court promulgated on August 7, 2001 is SET ASIDE.
Respondent Court or any of its agents is enjoined from enforcing and
implementing the Writ of Execution until it shall have determined the
validity and efficacy of the compromise agreement.”
In light of the said Amended Decision of the Court of Appeals, ACCI informed defendants Lim
and de Mesa in separate letters both dated 02 November 2001 that it will be holding in abeyance the
recordation of the transfer of above ACCI Shares in their names.
However, in a letter dated 05 November 2001, defendant Lim reiterated his demand for the
recordation of the transfer of ACCI Share No. B‐0843 in his favor, arguing that the above‐stated
Amended Decision of the Court of Appeals did not invalidate the sale of the said share of stock in his
favor. A similar demand was made by defendant de Mesa arguing that the injunctive writ issued by the
Court of Appeals in its Amended Decision did not affect his purchase of ACCI Share No. B‐0844 as the
same was already fait accompli.
In view of all the foregoing, ACCI cannot effectively determine who, as among the defendants
herein are entitled to be registered as owners of ACCI Share Nos. B‐0843 and B‐0844. Hence, ACCI was
constrained to bring this Special Civil Action for Interpleader with Damages to compel defendants Lim
and de Mesa on one hand and defendant Bank of America on the other hand, to interplead and litigate
their conflicting claims among themselves, pursuant to Rule 62 of the 1997 Rules of Civil Procedure.
STATEMENT OF THE ISSUES
I
INTERPLEADER IS THE PROPER
REMEDY AS THERE ARE CONFLICTING
CLAIMS AS TO THE OWNERSHIP
OF THE SUBJECT ACCI SHARES
II
A CORPORATION CANNOT BE
COMPELLED TO EFFECT TRANSFER
OF SHARES WHEN THE TRANSFEREE’S
TITLE TO SAID SHARES HAS NO PRIMA
FACIE VALIDITY OR IS UNCERTAIN
III
PLAINTIFF ACCI CANNOT BE HELD
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LIABLE FOR MORAL AND EXEMPLARY
DAMAGES, AS WELL AS ATTORNEY’S FEES
IV
PLAINTIFF ACCI IS ENTITLED
TO RECOVER ATTORNEY’S FEES AND
LITIGATION COSTS AS A RESULT
OF THE FILING OF THE INSTANT CASE
ARGUMENTS / DISCUSSIONS
I
INTERPLEADER IS THE PROPER
REMEDY AS THERE ARE CONFLICTING
CLAIMS AS TO THE OWNERSHIP
OF THE SUBJECT ACCI SHARES
The action of interpleader is a remedy whereby a person who has property whether personal or
real, in his possession, or an obligation to render wholly or partially, without claiming any right in both,
or claims an interest which in whole or in part is not disputed by the conflicting claimants, comes to
court and asks that the persons who claim the said property or who consider themselves entitled to
demand compliance with the obligation, be required to litigate among themselves, in order to
determine finally who is entitled to one or the other thing. The remedy is afforded not to protect a
person against a double liability but to protect him against double vexation in respect of one liability.
When the court orders that the claimants litigate among themselves, there arises in reality a new action
and the former are styled interpleaders, and in such a case the pleading which initiates the action is
called a complaint of interpleader and not a cross‐complaint.18
Section 1 of Rule 62 of the Rules of Court provides:
“Whenever conflicting claims upon the same subject matter are or may
be made against a person who claims no interest whatever in the
subject matter, or an interest which in whole or in part is not disputed
by the claimants, he may bring an action against the conflicting
claimants to compel them to interplead and litigate their several
claims among themselves.”
Consequently, for an action in interpleader to prosper, the following requirements must be
present: 1) The plaintiff claims no interest in the subject matter or his claim thereto is not disputed; 2)
18
Praxedes Alvarez, et. al. vs. The Commonwealth of the Philippines, et. al., 65 Phil 302
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There must be at least two or more conflicting claimants; 3) The parties to be interpleaded must make
effective claims; 4) The subject matter must be one and the same.19
In the present case, plaintiff ACCI claims no interest in the ACCI shares subject of the conflicting
claims of defendants Lim and de Mesa and defendant Bank of the America. Plaintiff ACCI is merely
engaged in the operation and maintenance of the country club in order to serve its members and their
guests. It claims no interest on the subject ACCI shares except as to the resolution who between the
defendants properly owns the said shares so that it can make the proper registration in its corporate
books.
As earlier mentioned, there are two conflicting claimants in this case, to wit: Lim and de Mesa;
and the Bank of America, each of which is claiming as owner of the subject ACCI Share Nos. B‐0843 and
B‐0844. Defendants Lim and de Mesa are establishing their right to the subject ACCI shares by virtue of
the levy and sale of the said shares and the consequent issuance of the Certificates of Sheriff’s Sale in
their favor. Defendant Bank of America on the other hand, is claiming its right to the subject ACCI shares
by virtue of the Compromise Agreement and the Satisfaction of Judgment executed by and between the
bank and American Realty Corporation and later approved by the Supreme Court.
In the case of Syquia vs. Sheriff,20 an action for interpleader was justified as there were
conflicting claims to the subject property seized by the Sheriff. Similarly, under the present
circumstances, the ACCI shares levied and sold during the auction sale to defendants Lim and de Mesa
are the same shares being claimed by defendant Bank of America. It bears repeating that plaintiff ACCI
was requested by defendant Bank of America not to make any transfer of the subject ACCI shares as it
claims that the levy and sale of the same was null and void.
Hence, elements established, defendant Limcannot gainsay that the present interpleader
action is improper. Defendant Lim’s claim that if the present case really calls for an interpleader action,
then plaintiff ACCI should impose the condition that neither of the parties to this dispute should enjoy
the use of the shares until their ownership is declared by the Court is erroneous as the same is not one
of the requisites in order that an interpleader action may prosper. Neither can it be argued that the
present interpleader action is improper as the validity of the auction sale, as well as the sheriff’s
certificate of sale, has never been assailed or invalidated. It must be noted that plaintiff ACCI is not privy
to the other proceedings pending between the defendants. Except for the notices sent by the sheriff of
Branch 159 of Pasig City, plaintiff ACCI does not receive orders, resolutions, motions or pleadings from
any of the parties or courts where the cases are pending. Accordingly, plaintiff ACCI has no idea as to
the status or condition of any of the cases pending between the defendants. However, it is imperative
to determine who between the defendants is the valid and legal owner of the subject ACCI shares in
order to protect itself from any unnecessary litigation that may arise from recording or non‐recording
the transfer of the subject ACCI shares. Interpleader is a rule founded on justice and equity: “that the
plaintiff may not continue to benefit from the property or funds in litigation during the pendency of the
19
Remedial Law Volume III by Herrera [1999]
20
46 Phil 400
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suit at the expense of whoever will ultimately be decided as entitled thereto.” 21 Hence, the present
interpleader action is proper for reasons above‐stated, as well as to apprise plaintiff ACCI who are its
actual stockholders so that it can ascertain the persons entitled to the rights and those subject to the
liabilities of a stockholder.
II
A CORPORATION CANNOT BE
COMPELLED TO EFFECT TRANSFER
OF SHARES WHEN THE TRANSFEREE’S
TITLE TO SAID SHARES HAS NO PRIMA
FACIE VALIDITY OR IS UNCERTAIN
Section 63 of the Corporation Code provides:
“The capital stock of stock corporations shall be divided into shares for
which certificates signed by the president or vice‐president, counter‐
signed by the secretary or assistant secretary, and sealed with the seal
of the corporation shall be issued in accordance with the by‐laws.
Shares of stock so issued are personal property and may be transferred
by delivery of the certificate or certificates indorsed by the owner or his
attorney‐in‐fact or other person legally authorized to make the transfer.
No transfer, however, shall be valid, except as between the parties,
until the transfer is recorded in the books of the corporation showing
the names of the parties to the transaction, the date of the transfer, the
number of the certificate or certificates and the number of shares
transferred.
No shares of stock against which the corporation holds any unpaid claim
shall be transferrable in the books of the corporation.”
Pursuant to the foregoing provision, a transfer of shares of stock not recorded in the stock and
transfer book of the corporation is non‐existent as far as the corporation is concerned. 22 As between
the corporation on the one hand, and its shareholders and third persons on the other, the corporation
looks only to its books for the purpose of determining who its shareholders are.23 It is only when the
transfer has been recorded in the stock and transfer book that a corporation may rightfully regard the
transferee as one of its stockholders. From this time, the consequent obligation on the part of the
corporation to recognize such rights as it is mandated by law to recognize arises.24 Hence, without such
21
Eternal Gardens Memorial Parks Corp. vs. IAC, 165 SCRA 439
22
Garcia vs. Jomouad, 323 SCRA 424, 428
23
Hager vs. Bryan, 19 Phil 138, 140‐141
24
Ponce vs. Alsons Cement Corp., et. al., GR No. 139802, 10 December 2002
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recording, the transferee may not be regarded by the corporation as one among its stockholders and
the corporation may legally refuse the issuance of stock certificates in the name of the transferee even
when there has been compliance with the requirements of Section 64 of the Corporation Code.25
Section 63 of the Corporation Code expressly authorizes the transfer of the shares either by
indorsement of the stock certificate coupled with delivery thereof, or by a duly notarized deed.
Where no certificate has as yet been issued or where for some reason it is not in the possession of the
stockholder, fully (or partially) paid shares may be transferred by means of a deed of assignment duly
recorded in the books of the corporation. But if a stock certificate has been issued, the transferee must
present the indorsed stock certificate to the secretary of the corporation who shall effect the transfer in
the corporate books, issue a new stock certificate in favor of the transferee, and cancel the former
certificate. A corporation has no authority to cancel a certificate which is not in its possession or to
which it has no right. It will be liable to a bona fide holder of the old certificate if, without demanding of
said certificate, it issues a new one.26
While it is true that the duty of the corporate secretary to record the transfer is ministerial,27
however, he cannot be compelled to do so when the transferee’s title to said shares has no prima
facie validity or is uncertain.28 Mere indorsement of stock certificates does not in itself give to the
indorsee such a right to have a transfer of the shares of stock on the books of the company as will entitle
him to the writ of mandamus to compel the company and its officers to make such transfer at his
demand, because, under such circumstances the duty, the legal obligation, is not so clear and
indisputable as to justify the issuance of the writ. As a general rule and especially under the above‐cited
statute, as between the corporation on one hand, and its shareholders and third persons on the other,
the corporation looks only to its books for the purpose of determining who its shareholders are, so that
a mere indorsee of a stock certificate, claiming to be the owner, will not necessarily be recognized as
such by the corporation and its officers, in the absence of express instructions of the registered owner
to make such transfer to the indorsee, or a power of attorney authorizing such transfer.29
It bears stressing under the present circumstances that defendants Lim and de Mesa merely
requested the transfer of the subject ACCI shares in their names through their letters addressed to the
plaintiff ACCI. Aside from the proof of payment for the purchase of the subject ACCI shares and the
certificate of sale, they did not present any other document showing that defendant Bank of America,
the registered owner of the subject ACCI shares, has duly indorsed the stock certificates in their favor.
Neither was there any proof showing that defendant Bank of America has assigned the subject ACCI
shares in their names. In fact, defendant Bank of America itself ordered plaintiff ACCI not to make any
transfer or disposition of the subject ACCI shares. Hence, in the absence of any express instruction of
25
Id.
26
The Corporation Code of the Philippines Annotated by Hector S. de Leon, 2002 ed., pp. 556‐557
27
Rural Bank of Salinas vs. Court of Appeals, 210 SCRA 510
28
Tay vs. Court of appeals, GR No. 126891, 5 August 1998
29
Id.
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the registered owner (defendant Bank of America in this case) to effect the transfer of the shares in the
corporate books, no new stock certificate can be issued in favor of the supposed transferees
(defendants Lim and de Mesa in this case). Further, the plaintiff ACCI cannot be compelled to effect the
transfer of the subject ACCI shares primarily because the titles of defendants Lim and de Mesa to the
said shares are uncertain as the Regional Trial Court and all its agents which effected the writ of
execution under which the levy and sale of the subject ACCI shares lays its basis, were enjoined from
enforcing the writ.
There is no doubt that the requirement for the registration of transfers of shares in the
corporate books is intended principally for the benefit and protection of the corporation so that it may
know who are its stockholders to whom it must accord the right granted to them by law and against
whom it can enforce any liability that may arise from ownership of stock. However, a corporation
cannot inquire into the legality or propriety of a transfer of its shares from one person to another. In
case of conflicting claims, the corporation, for its protection, may demand security or require all known
claimants to interplead.30
III
PLAINTIFF ACCI CANNOT BE HELD
LIABLE FOR MORAL AND EXEMPLARY
DAMAGES, AS WELL AS ATTORNEY’S FEES
Moral damages, though incapable of pecuniary estimation, are in the category of an award
designed to compensate the claimant for actual injury suffered and not to impose a penalty on the
wrongdoer.31 Under Article 2217 of the New Civil Code, moral damages include physical suffering,
mental anguish, fright, serious anxiety, besmirched reputation, wounded feelings, moral shock, social
humiliation, and similar injury. Moral damages may be recovered if they are the proximate result of the
defendant’s wrongful act or omission. Conversely, moral damages cannot be recovered from a person
who has filed a complaint against another in good faith, or without malice or bad faith.32The requisites
for award of moral damages are: 1) there must be an injury, whether physical, mental or psychological,
clearly sustained by the claimant; 2) there must be a culpable act or omission factually established; 3)
the wrongful act or omission of the defendant is the proximate cause of the injury sustained by the
claimant; and 4) the award of damages is predicated on any of the cases stated in Article 2219 of the
Civil Code.33
Defendant Lim in the present case claims that he is entitled to moral damages, as well as
exemplary damages and attorney’s fees. However, it is submitted that such claim is erroneous. It
30
The Corporation Code of the Philippines Annotated by Hector S. de Leon, 2002 ed., p. 569
31
Torts and Damages (Annotated) by Dean Ernesto L. Pineda, 2004 ed., p. 180
32
Grapilon vs. Municipal Council, 2 SCRA 103
33
Industrial Insurance Co., Inc. vs. Bondoc, 330 SCRA 706
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cannot be gainsaid that an injury was sustained by defendant Lim as a result of the filing of the present
interpleader action by the plaintiff ACCI. Neither is the present case attendant of any of the acts
mentioned in Article 2219 of the New Civil Code that would justify the award of moral damages in favor
of defendant Lim. To repeat, the present action was instituted merely to determine who between the
defendants is lawfully entitled to be recorded as the registered owner of the subject ACCI shares and
consequently protect the plaintiff ACCI from any future litigation that may arise as a direct result of the
recording or non‐recording of the transfer of the subject ACCI shares. In fact, defendant Lim stands to
benefit from the decision of this Honorable Court as the issue on who is the legal and rightful owner of
the subject ACCI shares will be finally put to an end. Further, the worries and anxieties of a defendant in
a litigation that was not maliciously instituted are not the grounds for moral damages as contemplated
in the law.34An award of moral damages is not warranted when there is no proof of malice or bad faith
in filing the action.35The present case was not maliciously instituted by plaintiff ACCI. The only purpose
for filing the instant action for interpleader is, again, to determine who is entitled to be recorded in the
corporate books as the club’s stockholder. Thus, defendant Lim’s claim that the filing of the instant suit
has caused him to suffer sleepless nights, embarrassment, mental anxiety and moral suffering for which
both plaintiff ACCI, its Board Members, including the Corporate Secretary and defendant Bank of
America should be liable for moral damages, has no leg to stand on. Corollary, defendant Lim not being
entitled to any moral damages, he is likewise not entitled to any exemplary damages, as well as
attorney’s fees. While exemplary damages need not be proved, it must be shown that the claimant is
entitled to moral, temperate or compensatory damages before the court may consider the question of
whether or not exemplary damages should be awarded.36 As to the attorney’s fees, the same cannot be
consolidated with moral damages for they are different in nature and each must be separately
determined.37
IV
PLAINTIFF ACCI IS ENTITLED
TO RECOVER ATTORNEY’S FEES AND
LITIGATION COSTS AS A RESULT
OF THE FILING OF THE INSTANT CASE
Article 2208 (2) of the New Civil Code precisely allows for the recovery of attorney’s fees when
the defendant’s act or omission has compelled the plaintiff to litigate with third persons or to incur
expenses to protect his interest.38 In Menzi and Co. vs. Bastida,39 it was ruled that the costs, expenses
34
Ramos vs. Ramos, 61 SCRA 284
35
Ricardo vs. Santos, 538 SCRA 1
36
Article 2234, New Civil Code
37
Philippine Veterans Bank vs. NLRC, 317 SCRA 510
38
Escaño vs. Ortigas, Jr., 526 SCRA 26
39
63 Phil 16
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and attorney’s fees incurred by the plaintiff in the action is recoverable from the defendant who loses in
the action and is found by the court to have caused the unnecessary litigation.
The circumstances under the present case calls for the award of attorney’s fees and litigation
expenses as by reason of the conflicting claims on the subject ACCI shares of the defendants Lim and de
Mesa on one hand and the Bank of America on the other hand, plaintiff ACCI was constrained to file the
instant legal action in order to protect its interest against any future litigation that may arise from the
recording or non‐recording of the transfer of the subject ACCI shares, as well as to ultimately determine
who between the defendants is the rightful stockholder of the club.
PRAYER
WHEREFORE, premises considered, it is most respectfully prayed unto this Honorable Court that
an Order be issued resolving the conflicting claims of herein Defendants Benedict Lim and Ricardo de
Mesa on one hand and Bank of America on the other hand and that the losing party be ordered to pay
Plaintiff ACCI TWO HUNDRED FIFTY THOUSAND PESOS (Php 250,000.00) as Attorney’s fees and Litigation
costs.
Other reliefs as may be deemed just and equitable under the premises are likewise prayed for.
RESPECTFULLY SUBMITTED.
City of Makati forMuntinlupa, Philippines, 03 April 2009.
SANTO LAW OFFICE
Counsel for Plaintiff
Rm 314, Ateneo Professionals Schools Building,
Rockwell Drive, Rockwell Center,
Makati City
By:
JONATHAN FRANCIS NEPOMUCENO
PTR No. 5111037
Roll No. 6357
IBP No. 12345
MCLE No. 1246
MA. ANGELA LEONOR AGUINALDO
PTR No. 8996383
Roll No. 6005
IBP No. 23456
MCLE No. 1235
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JON PAULO SALVAHAN
PTR No. 5587423
Roll No. 6123
IBP No. 34567
MCLE No. 1257
RYAN CHRISTOPHER TEEHANKEE
PTR No. 8571535
Roll No. 6789
IBP No. 45678
MCLE No. 1279
Copy Furnished:
NASTEE LAW OFFICE
Counsel for Defendant Bank of America, NT & SA
RM 315 Ateneo Professional Schools Building
Rockwell Drive, Rockwell Center,
1223 Makati City
ATTY. SALVADOR T. AMPARO
Counsel for Defendant Benedict Lim
NT Center, Mandaluyong City
ATTY. FRANCISCO BALAGTAS
Counsel for Defendant Ricardo de Mesa
Greenview Corporate Towers, Taguig City
(EXPLANATION)
FORMAL OFFER OF EVIDENCE
 The court shall consider no evidence which has not been formally offered. The purpose for
which the evidence is offered must be specified. (Section 34, Rule 132)
 Although evidence may be offered orally, it has been a trial practice to require the submission of
a formal offer of evidence which is actually a written offer in place of the oral offer as prescribed
in the Rules.
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SAMPLE: Formal Offer of Evidence
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH 49, CITY OF MAKATI
Hottie Table Inc. (HTI) represented by
its President, Nancy M. Ramsey
Plaintiff,
‐versus‐
Civil Case No. 09‐23654
(For: Sum of Money)
William Toh Go
Defendant.
xx‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐xx
FORMAL OFFER OF EVIDENCE
Plaintiff, through counsel, respectfully offers in evidence the following exhibits:
EXHIBIT
DESCRIPTION
PURPOSE
Exhibit “1”
The Board Resolution dated 28
April 2006 indicating that HTI’s
President, Mrs. Nancy M. Ramsey,
is authorized to represent the
petitioner Corporation.
This will be used to show the legal
standing and capacity of Mrs. Ramsey
to bring the present suit in behalf of
HTI.
Exhibit “2”
Promissory Note dated 11 March
2005 in the amount of five
hundred thousand five hundred
and fifty pesos (PhP 500,550.00)
Such promissory note will be used as
evidence of the indebtedness of
herein defendant Mr. William Toh
Go.
Exhibit “2‐A”
Signature of Mr. William Toh Go
In order to fully authenticate and
affirm the execution and handwriting
of the defendant in the aforesaid
promissory note.
Exhibit “2‐B”
Demand letter dated 15 May 2005
sent by Plaintiff HTI’s counsel and
was duly received by the
defendant.
This is to serve as proof of demand
on the defendant’s obligation under
the above‐mentioned promissory
note.
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Exhibit “3”
Promissory Note dated 16 June
2005 in the amount of Seven
Hundred Fifty Thousand Pesos
(P750,000.00)
Such promissory note will be used as
evidence of the indebtedness of
herein defendant Mr. William Toh
Go.
Exhibit “3‐A”
Signature of Mr. William Toh Go
In order to fully authenticate and
affirm the execution and handwriting
of the defendant in the aforesaid
promissory note.
Exhibit “3‐B”
Demand letter dated 14 August
2005 sent by Plaintiff HTI’s
counsel and was duly received by
the defendant.
This is to serve as proof of demand
on the defendant’s obligation under
the above‐mentioned promissory
note.
Exhibit “4”
Final demand letter dated 15
December 2005 on all the
promissory notes issued by the
defendant.
This is to serve as a proof of the final
demand before resort to court action
was made.
Exhibit “5”
Registry Return Card addressed to
Defendant William Toh Go.
This will show that service of
summons was duly served upon the
defendant.
Exhibit “5‐A”
Registry Return Card signed by
Mr. Pedro Domingo.
This
will
serve
as
an
acknowledgement of the defendant
of the service of summons upon him
Exhibit “6”
Letter of the defendant William
Toh Go to Plaintiff HTI dated 19
December
2005
through
registered mail recognizing his
indebtedness under the aforesaid
promissory notes.
This will be used as evidence of the
defendant’s
admission
of
indebtedness to the Plaintiff.
Exhibit “6‐A”
Registry return card indicating
that such letter was duly received
by the corporate secretary of HTI.
This will be used to indicate the
authenticity of the letter received by
the Plaintiff.
WHEREFORE, it is most respectfully prayed that the foregoing exhibits presented during the trial
of the instant case be admitted in evidence.
Other reliefs just and equitable are likewise prayed for.
Muntinlupa City for Makati City, 30 January 2009.
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Demetria Sandoval
Counsel for Plaintiff
5th Floor, Madrigal Business Tower,
Madrigal Business Center, Alabang, Muntinlupa City
IBP O.R. No. 23655‐01/03/08‐Muntinlupa
PTR O.R. No. 45321‐01/03/08‐Muntinlupa
MCLE Compliance No. II‐0008776‐Nov. 17, 2007
(Proof of Service)
LEGAL FORMS IN SPECIAL PROCEEDINGS
SAMPLE: Petition for Summary Settlement of Estate of Small Value
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
MUNICIPAL TRIAL COURT
MAKATI, BRANCH
SILAS B. ORTEGA
Petitioner,
Spec Proc Case No.
For: Summary Settlement of Estate of Small
Value
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
PETITION FOR SUMMARY SETTLEMENT OF ESTATE OF SMALL VALUE
PETITIONER, by undersigned counsel, and to this Honorable Court, respectfully avers:
1. That the Petitioner, of legal age, Filipino, married, and resident of No. 52 Araneta St. Makati
City, is the father of recently deceased CATHERINE L. ORTEGA, who died intestate in Makati Medical
Center on 12 January 2009;
2. That the decedent is an inhabitant of the Philippines and a resident of 52 Araneta St. Makati
City at the time of her death;
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3. That the heirs of the decedent consist only of her parents, to wit:
Cara P. Ortega
Mother
39
52 Araneta St., Makati City
Silas B. Ortega
Father
42
52 Araneta St., Makati City
4. That the property left by the decedent consists of personal property, the gross value of which
is Six Thousand Two Hundred Twenty Three (P 6,223.00);
5. That the personal property abovementioned is a Metropolitan Bank Savings Account
Number 089‐1‐089223408‐1;
6. That the decedent, being merely fifteen (15) years of age has left no debts.
WHEREFORE, it is respectfully prayed that upon proper notice and hearing the estate of the
decedent be summarily settled and distributed to the abovementioned heirs.
Other relief as may be deemed just and equitable is also prayed for.
Makati City, 28 January 2009.
OWEN ALONZO
Counsel for the Petitioner
Rm. 210 Moreno Building,
No. 8 Amorsolo St., Makati City
PHIL. BAR ROLL NO. 36530
PTR NO. A‐7279012/01‐19‐06/Q.C.
IBP NO. 645906/01‐19‐06/Q.C.
MCLE Compliance Cert. No. 12345678
(Verification with Certification of Non‐Forum Shopping)
SAMPLE: Notarial Will
LAST WILL AND TESTAMENT of MARIVIC SANTOS YU
KNOW ALL MEN BY THESE PRESENTS:
I, MARIVIC S. YU, of legal age, married to ROGER M. YU, a native of ANGELES, PAMPANGA now
actually residing at No. 21 Rockwell Avenue, Makati City, being of sound and disposing mind and
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memory, and not acting under influence, violence, fraud or intimidation of whatever kind, declare this to
be my Last Will and Testament which I have caused to be written in English, the language which is
known to me. And I hereby declare that:
1. The following are my children and their addresses:
MARIO S. YU
456 Yakal St., Makati City, Philippines
JOHANN S. YU
657 Olivia St., Makati City, Philippines
2. I give and bequeath to my children MARIO and JOHANN in equal shares, the following
properties, real and personal, whatsoever and wheresoever located:
a. A Parcel of Land located at 25 San Miguel Ave., Makati City, covered by TCT No. 12344
b. A Parcel of Land located at 256 San Juan Ave., Makati City, covered by TCT No. 75859
c. 25 pieces of Gold jewelry with diamond studs
3. I designate MARIO S. YU as the sole executor of this Last Will and Testament.
IN WITNESS WHEREOF, I have set my hand this 20th day of January 2009 in Makati City.
MARIVIC S. YU
Testator
ATTESTATION CLAUSE
WE, the undersigned witnesses, whose residences are stated opposite our respective names, do
hereby certify that: the testator MARIVIC S. YU has published unto us the foregoing will consisting of
two (2) pages numbered correlatively in letters on the upper part of each page, as her last will and
testament and has signed the same and every page thereof, on the left margin, in our joint presence and
we, in turn, at her request have witnessed and signed the same and every page thereof, on the left
margin, in the presence of the testator and in the presence of each other.
Juan Alvarez
23 Rockwell Drive, Makati City
Juan Alvarez, Jr.
23 Rockwell Drive, Makati City
Juan Alvarez III
23 Rockwell Drive, Makati City
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(ACKNOWLEDGMENT)
SAMPLE: Petition for Probate of Will
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH
, MAKATI CITY
SILAS B. ORTEGA
Petitioner,
Spec Proc No.
FOR: Probate of Will
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
PETITION FOR PROBATE OF WILL
PETITIONER, by undersigned counsel, and to this Honorable Court respectfully avers:
1. That the petitioner, of legal age, and resident of 70 Lorenzo St., Makati City, is the executor
named in the last will and testament of CARA L. ORTEGA, deceased, who died in the Makati Medical
Center on January 12, 2009;
2. That a photostatic copy of the said last will and testament is hereto attached as Annex “A”
and made an integral part of this petition, the original thereof to be presented to this Honorable Court
at the time of probate;
3. That the subscribing witnesses to said will are: Sheena L. Ting, Paulo Z. Velasco and Doralinda
C. Cortez, all of whom are residents of Makati City;
4. That the decedent is an inhabitant of the Philippines and a resident of 70 Lorenzo St., Makati
City at the time of her death;
5. That the Petitioner, named in the will as executor thereof, is legally qualified to act as such
and hereby consents and agrees to accept said trust;
6. That the following persons, all of age, have been named in the said will as devisees of the
deceased, to wit:
Catherine L. Ortega
Daughter
24
70 Lorenzo St., Makati City
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Dianne L. Ortega
Daughter
22
70 Lorenzo St., Makati City
Silas L. Ortega
Husband
51
70 Lorenzo St., Makati City
1
3
2
7. That the property left by the decedent consists of real and personal property, the gross value
of which is Six Hundred Fifty Thousand One Hundred Thirty Five Pesos (P650,135.00).
PRAYER
WHEREFORE, it is respectfully prayed:
1. That, upon proper notice and hearing, the abovementioned Last Will and Testament be
admitted to probate;
2. That letters testamentary be issued to herein petitioner;
3. That such other relief be granted as may be deemed just and equitable.
Makati City, 28 January 2009.
OWEN ALONZO
Counsel for the Petitioner
Rm. 210 Moreno Building,
No. 8 Amorsolo St., Makati City
PHIL. BAR ROLL NO. 36530
PTR NO. A‐7279012/01‐19‐06/Q.C.
IBP NO. 645906/01‐19‐06/Q.C.
MCLE Compliance Cert. No. 12345678
(Verification with Certification of Non‐Forum Shopping)
SAMPLE: Petition for Escheat
REPUBLIC OF THE PHILIPPINES
PROVINCE OF LAGUNA
REGIONAL TRIAL COURT
BRANCH
, SAN PABLO CITY
In the matter of escheat proceedings
of the estate of the deceased
JUAN BUNCAYO
Spec Proc No.
For: Escheat
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PETITION FOR ESCHEAT
The City Prosecutor of SAN PABLO CITY and in behalf of the city of SAN PABLO, unto this
Honorable Court, respectfully avers that:
1. JUAN BUNCAYO, a Filipino citizen, and resident of the City of San Pablo, Province of Laguna,
died intestate in the said city on March 1, 2009.
2. At the time of his death, he left real property in the City of San Pablo, Province of Laguna, to
wit:
A parcel of land with an area of 849,900 square meters, located at Barangay San Juan, San Pablo
City covered by Transfer Certificate of Title No. 315442.
3. He left no heir or heirs or persons who by law are entitled to inherit his real property.
WHEREFORE, it is respectfully prayed that, upon due notice and hearing, and after the payment
of his just debts and charges, the estate of the deceased JUAN BUNCAYO be declared escheated in favor
of the Government in accordance with law.
San Pablo City, this 1st day of April 2009.
MICHAEL AMANTE
City Prosecutor
SAMPLE: Petition for Guardianship of a Minor
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH
, MAKATI CITY
SILAS B. ORTEGA
Petitioner,
Spec Proc No.
FOR: Guardianship of a Minor
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PETITION FOR GUARDIANSHIP OF A MINOR
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PETITIONER, by undersigned counsel, and to this Honorable Court respectfully avers:
1. That the Petitioner, of legal age, and resident of 25 Uruguay St. Makati City, is the father of
the minor CARA L. ORTEGA, (hereinafter referred to as “MINOR”);
2. That the MINOR is presently a resident of the City of Makati;
3. That the MINOR is ten (10) years of age;
4. That the MINOR is the owner of a parcel of land located in the City of Makati valued at One
Million Pesos (P 1,000,000.00) and as such minor can make no transactions regarding the same;
5. That the nearest of kin of the MINOR are the following:
Carlo L. Ortega
18
Brother
25 Uruguay St. Makati City
Carissa L. Ortega
14
Sister
25 Uruguay St. Makati City
Silas B. Ortega
42
Father
25 Uruguay St. Makati City
Mortezo O. Lim
70
Maternal Grandfather
34 Aurora St. Quezon City
Santisa P. Lim
67
Maternal Grandmother
34 Aurora St. Quezon City
6. That due to the minority of the said MINOR, it is necessary and convenient that a guardian
over her person and property be appointed;
7. That, as above stated, Petitioner is the person having the said MINOR in his care, and that he
possesses all qualifications of a person to who letters of guardianship should issue;
8. That Petitioner has furnished a bond amounting to One Hundred Thousand Pesos
(P100,000.00) or Ten Percent (10%) of the value of the property owned by the MINOR.
PRAYER
WHEREFORE, it is respectfully prayed that, after due notice and hearing, petitioner be appointed
guardian over the estate of the MINOR.
Makati City, 28 January 2009.
OWEN ALONZO
Counsel for the Petitioner
Rm. 210 Moreno Building,
No. 8 Amorsolo St., Makati City
PHIL. BAR ROLL NO. 36530
PTR NO. A‐7279012/01‐19‐06/Q.C.
IBP NO. 645906/01‐19‐06/Q.C.
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MCLE Compliance Cert. No. 12345678
(Verification with Certification of Non‐Forum Shopping)
SAMPLE: Petition for Guardianship of an Incompetent
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH
, MAKATI CITY
SILAS B. ORTEGA
Petitioner,
Spec Proc No.
FOR: Guardianship of an Incompetent
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PETITION FOR GUARDIANSHIP OF AN INCOMPETENT
PETITIONER, by undersigned counsel, and to this Honorable Court respectfully avers:
1. That the Petitioner, of legal age, and resident of 25 Uruguay St. Makati City, is the father of
the CARA L. ORTEGA, (hereinafter referred to as “WARD”);
2. That the WARD is presently a resident of the City of Makati;
3. That the WARD is deaf and dumb who is unable to read and write;
4. That the WARD is the owner of a parcel of land located in the City of Makati valued at One
Million Pesos (P 1,000,000.00) and as such minor can make no transactions regarding the same;
5. That the nearest of kin of the WARD are the following:
Carlo L. Ortega
18
Brother
25 Uruguay St. Makati City
Carissa L. Ortega
14
Sister
25 Uruguay St. Makati City
Silas B. Ortega
42
Father
25 Uruguay St. Makati City
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Mortezo O. Lim
70
Maternal Grandfather
34 Aurora St. Quezon City
Santisa P. Lim
67
Maternal Grandmother
34 Aurora St. Quezon City
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6. That due to the said WARD being incompetent, it is necessary and convenient that a guardian
over her person and property be appointed;
7. That, as above stated, Petitioner is the person having the said WARD in his care, and that he
possesses all qualifications of a person to who letters of guardianship should issue;
8. That Petitioner has furnished a bond amounting to One Hundred Thousand Pesos (P
100,000.00) or Ten Percent (10%) of the value of the property owner by the WARD.
PRAYER
WHEREFORE, it is respectfully prayed that, after due notice and hearing, petitioner be appointed
guardian over the estate of the WARD.
Makati City, 28 January 2009.
OWEN ALONZO
Counsel for the Petitioner
Rm. 210 Moreno Building,
No. 8 Amorsolo St., Makati City
PHIL. BAR ROLL NO. 36530
PTR NO. A‐7279012/01‐19‐06/Q.C.
IBP NO. 645906/01‐19‐06/Q.C.
MCLE Compliance Cert. No. 12345678
(Verification with Certification of Non‐Forum Shopping)
ADOPTION (Domestic Adoption under R.A. No. 8552)

Step‐by‐Step Procedure for Adoption:
1. Deed of Voluntary Commitment or receipt of entry of judgment in case of involuntary
commitment: A child is committed voluntarily or involuntarily for adoption.
2. Child Study Report: Prepared by a duly licensed and accredited social worker of the DSWD
or of a child caring agency recommends that the child’s best interests will be served by
adoption.
3. Pre‐ Adoption Seminar: The Domestic Adoption Act provides that interested adoptive
applicants should first attend the Adoption Forum at the nearest DSWD Office or at the
Kaisahang Buhay Foundation (KBF).
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4. Application for Adoption: After completing the required pre‐adoption seminars, the
adoptive parents file the adoption application with the DSWD, a social service office of a
local government unit, or a licensed and accredited child‐placing agency. (Available online at
http://eservices.dswd.gov.ph/modules/forms/apply.php)
5. Home Study Report: The adoptive parents then make arrangements for a home study to be
conducted by the DSWD or a child‐placing agency.
6. Matching: Matching of the child to the adoptive parents is conducted by the DSWD.
7. Placement: The child is placed with the prospective adoptive parents once the pre‐adoption
placement authority has been issued. This period of custody is known as supervised trial
custody.
8. Consent to Adoption: At the conclusion of the trial period, the DSWD issues its written
consent to adoption.
9. Petition for adoption: Once the adoptive parents have received the consent to adopt, they
must file an adoption petition with the Regional Trial Court within thirty days. Upon
approval of the adoption, the court issues an adoption decree and enters a judgment.
10. Authorization to travel abroad: Once the adoption is final, the DSWD will issue written
authorization for the child to travel abroad. The birth certificate of the child is also amended
to reflect the names of the adoptive parents.

Documentary Requirements:
For DSWD Application for Adoption:
1. Authenticated Birth Certificate
2. Marriage Contract or Divorce, Annulment, Declaration of Nullity, or Legal Separation
documents
3. Written consent to the adoption by the legitimate and adopted sons/daughters, and
illegitimate sons/daughters if living with the applicant, who are at least ten (10) years old
4. Physical and medical evaluation by a duly licensed physician and when appropriate,
psychological evaluation
5. NBI/Police Clearance
6. Latest income tax return or any other documents showing financial capability, e.g.,
Certificate of Employment, Bank Certificate or Statement of Assets and Liabilities
7. Three (3) character references, namely: the local church/minister, the employer, and a non‐
relative member of the immediate community who have known the applicant(s) for at least
three (3) years
8. 3x5 sized pictures of the applicant(s) and his/her immediate family taken within the last
three (3) months
9. Certificate of attendance to pre‐adoption fora or seminars
In addition, foreign nationals shall submit the following:
10. Certification that the applicant(s) have legal capacity to adopt in his/her country and that
his/her country has a policy, or is a signatory of an international agreement, which allows a
child adopted in the Philippines by its national to enter his/her country and permanently
reside therein as his/her legitimate child which may be issued by his/her country’s
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diplomatic or consular office or central authority in inter‐country adoption or any
government agency which has jurisdiction over child and family matters; or in the absence
of any of the foregoing, the Philippine Inter‐country Adoption Board may also certify that
the Philippines and the applicants’ country has an existing agreement or arrangement on
inter‐country adoption whereby a child who has been adopted in the Philippines or has a
pre‐adoption placement approved by the Board is allowed to enter and remain as
permanent resident in the applicant’s country as his/her legitimate child
11. Certificate of Residence in the Philippines issued by the Bureau of Immigration or
Department of Foreign Affairs, as appropriate
12. Two (2) character references from non‐relatives who knew the applicant(s) in the country of
which he/she is a citizen or was a resident prior to residing in the Philippines, except for
those who have resided in the Philippines for more than fifteen (15) years
13. Police Clearance from all places of residence in the past two years immediately prior to
residing in the Philippines

Requirements of Petition for Adoption
1. Certificate of Availability of Child for Adoption from the DSWD
2. Petition for Adoption
(Source: Implementing Rules and Regulations of R.A. No. 8552; The Domestic Adoption Act of 1998)
SAMPLE: Deed of Voluntary Commitment
DEED OF VOLUNTARY COMMITMENT
I, MADONNA CICCONE, of legal age, widow, temperate at all times and in full possession of my
mental powers, hereby declare:
That I am the legitimate mother of the minor JENNIFER ANISTON, five (5) years old, whose
father is now deceased;
That due to my inability to support said child, and believing it would be for her own interest and
benefit, I hereby give my written consent, freely and voluntarily, that said child be committed to the
Department of Social Welfare and Development for adoption, in accordance with law.
Makati City, 1 April 2008.
MADONNA CICCONE
(JURAT)
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SAMPLE: Petition for Domestic Adoption of Minor
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH
, MAKATI CITY
BRAD PITT and ANGELINA JOLIE
Petitioners,
Spec Proc No.
For: Domestic Adoption of a Minor
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PETITION FOR DOMESTIC ADOPTION OF MINOR
The petitioners, through the undersigned attorney, and unto this Honorable Court, respectfully
avers that:
1. The petitioners BRAD PITT and ANGELINA JOLIE are husband and wife, Filipinos, both of age,
and residents of No. 35 Rockwell Drive, Rockwell Center, Makati City.
2. They have no legitimate children or descendants and hereby desire to jointly adopt a minor,
named JENNIFER ANISTON, five (5) years of age, legitimate child of MADONNA CICCONE and JESUS LUZ.
3.
The father of the said minor is now dead, and only her mother, named MADONNA CICCONE,
is alive.
4. The said mother, MADONNA CICCONE, is not insane, nor intemperate and has executed a
Deed of Voluntary Commitment, as evidenced by Annex “A”, hereto attached and made an integral part
of this petition.
5. The Department of Social Welfare and Development has issued a Certificate of Availability for
Adoption certifying that the minor JENNIFER ANISTON is available for adoption, as evidenced by Annex
“B”, hereto attached and made an integral part of this petition.
6. The petitioners are qualified to adopt the said minor and have complied with the
requirements under the Domestic Adoption Act of 1998 (R.A. No. 8552), and will be able to financially
and morally bring up and educate said minor properly and adequately.
WHEREFORE, it is respectfully prayed, that upon due notice and hearing, judgment be entered
adjudging that the minor child JENNIFER ANISTON be declared to all legal intents and purposes, the child
of the herein petitioners BRAD PITT and ANGELINA JOLIE, and that her surname be changed to that of
the petitioners.
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Makati City, 1st day of April 2009.
GUY RITCHIE
Counsel for the Petitioner
Rm. 210 Moreno Building,
No. 8 Amorsolo St., Makati City
PHIL. BAR ROLL NO. 36530
PTR NO. A‐7279012/01‐19‐06/Q.C.
IBP NO. 645906/01‐19‐06/Q.C.
MCLE Compliance Cert. No. 12345678
ADOPTION (Inter‐Country Adoption under R.A. No. 8043)

An application to adopt a Filipino child shall be filed either with the Philippine Regional Trial
Court having jurisdiction over the child, or with the Board, through an intermediate agency,
whether governmental or an authorized and accredited agency, in the country of the
prospective adoptive parents, which application shall be in accordance with the requirements as
set forth in the implementing rules and regulations to be promulgated by the Board.

Documentary Requirements for Application with the Inter‐Country Adoption Board (ICAB):
1. Application Form. An application form prescribed by the Board, which includes the
following, shall be accomplished by the husband and wife: Undertaking under oath
signed by the applicants, and Information and Personal Data of the Applicants
2. Home Study Report to be prepared by the Central Authority or an ICAB accredited
Foreign Adoption Agency
3. Supporting Documents. The supporting documents to be attached to the Application
shall consist of the following:
a. Birth Certificates of the Applicants and, in cases of relative adoption, such relevant
documents that establish the relationship between the applicant claiming
relationship to the child to be adopted
b. Marriage Contract of the applicants, and in the proper case, Decree of Divorce of all
the previous marriages of both spouses
c. Written consent to the adoption in the form of a sworn statement by the biological
and/or adopted children of the applicants who are ten (10) years of age or over
d. Physical and medical evaluation by a duly licensed physician
e. Psychological evaluation by a psychologist
f. Latest income tax return or other documents showing the financial capability of the
applicant
g. Clearances issued by the Police Department or other proper government agency of
the place where the applicants reside
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h. Character reference from the local church/minister, the applicant’s employer and a
member of the immediate community who has known the applicant(s) for at least
five (5) years
i. A Certification from the appropriate government agency that the applicant is
qualified to adopt under his/her national law and that the child to be adopted is
allowed to enter the country for trial custody and reside permanently in the said
place once adopted
j. Recent postcard size pictures of the applicant, their immediate family members and
their home
k. Self‐Report Questionnaire (required when the Psychological Evaluation is
inadequate)
(Source: Implementing Rules and Regulations of R.A. No. 8043; The Inter‐Country Adoption Act of 1995)
SAMPLE: Petition for Adoption of Minor (Inter‐Country)
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH
, MAKATI CITY
BRAD PITT and ANGELINA JOLIE
Petitioners,
Spec Proc No.
FOR: Domestic Adoption of a Minor
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PETITION FOR ADOPTION OF MINOR
The petitioners, through the undersigned attorney, and unto this Honorable Court, respectfully
avers that:
1. The petitioners BRAD PITT and ANGELINA JOLIE are husband and wife, forty (40) years and
thirty five (35) years of age, respectively, and residents of New York City, United States of America.
2. They have no legitimate children or descendants and hereby desire to jointly adopt a minor,
named JENNIFER ANISTON, Filipino, five (5) years of age, legitimate child of MADONNA CICCONE and
JESUS LUZ.
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The father of the said minor is now dead, and only her mother, named MADONNA CICCONE,
is alive.
4. The said mother, MADONNA CICCONE, is not insane, nor intemperate and has executed a
Deed of Voluntary Commitment, as evidenced by Annex “A”, hereto attached and made an integral part
of this petition.
5. The Department of Social Welfare and Development has issued a Certificate of Availability for
Adoption certifying that the minor JENNIFER ANISTON is available for adoption, as evidenced by Annex
“B”, hereto attached and made an integral part of this petition.
6. All possibilities for adoption of the child under the Family Code have been exhausted and that
inter‐country adoption is in the best interest of the child.
7. The petitioners are qualified to adopt the said minor and have complied with the
requirements under the Inter‐Country Adoption Act of 1995 (R.A. No. 8043), and will be able to
financially and morally bring up and educate said minor properly and adequately.
WHEREFORE, it is respectfully prayed, that upon due notice and hearing, judgment be entered
adjudging that the minor child JENNIFER ANISTON be declared to all legal intents and purposes, the child
of the herein petitioners BRAD PITT and ANGELINA JOLIE, and that her surname be changed to that of
the petitioners.
Makati City, 1st day of April 2009.
GUY RITCHIE
Counsel for the Petitioner
Rm. 210 Moreno Building,
No. 8 Amorsolo St., Makati City
PHIL. BAR ROLL NO. 36530
PTR NO. A‐7279012/01‐19‐06/Q.C.
IBP NO. 645906/01‐19‐06/Q.C.
MCLE Compliance Cert. No. 12345678
SAMPLE: Petition for Hospitalization of Insane Person
REPUBLIC OF THE PHILIPPINES
NATIONAL CAPITAL JUDICIAL REGION
REGIONAL TRIAL COURT
BRANCH
, MAKATI CITY
DIRECTOR OF HEALTH,
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Spec Proc No.
For: Hospitalization of Insane Person
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PETITION FOR HOSPITALIZATION OF INSANE PERSON
The Director of Health, by the undersigned City Prosecutor of Makati City, unto this Honorable
Court, respectfully avers that:
1. The petitioner is the duly appointed Director of Health of the Government of the Philippines,
with office in the City of Manila.
2. A person named EDDIE GIL, presently residing at 123 J.P. Rizal St. Makati City, is insane and it
would be for the welfare and safety of the public that he be committed to an insane asylum.
3. The relatives of the said insane and those who have charge of him, particularly, NIKKI GIL,
now residing at 123 J.P. Rizal St. Makati City, are opposed to the insane's being taken to a hospital or
other place for the insane, and are, otherwise, unable to take proper custody and care of said insane.
WHEREFORE, it is respectfully prayed, that after due hearing, an order be issued committing said
EDDIE GIL to an insane asylum in the City of Manila until such time as he may be cured of his insanity
and released without danger to the community.
Makati City, 1st day of April, 2009.
JOHN BINAY
City Prosecutor
SAMPLE: Petition for Habeas Corpus
Republic of the Philippines
COURT OF APPEALS
Manila
In the Matter of the Petition for
Habeas Corpus in favor of
GABRIEL GARCIA MARQUEZ
ISABEL ALLENDE MARQUEZ
Petitioner,
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SP Case No.
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PETITION FOR HABEAS CORPUS
Petitioner, by counsel, to this Honorable Court, respectfully states:
PREFATORY STATEMENT
The petitioner in this case represents her father, Gabriel Garcia Marquez who was
forcibly abducted and arbitrarily detained by the respondents.
Gabriel Garcia Marquez had been a physician since the 1980’s, seeking to cure the
diseases in rural poor communities before he was illegally arrested and abducted. His
unlawful arrest and enforced disappearance happened on the occasion of the
government initiative to launch an all out war against those critical of its policies, which
has resulted in unabated extrajudicial killings, abductions, political persecution and
violations of civil and political rights of the people.
Since his fundamental rights have been desecrated, he, represented by petitioner, now
seeks the protection and restoration of their rights through this petition.
THE PARTIES
1. Petitioner ISABEL ALLENDE MARQUEZ is a resident Filipina, of legal age, and she represents herein
her father, GABRIEL GARCIA MARQUEZ, 48 years old. The petitioner may be served with all notices,
orders, resolutions and other legal processes of this Honorable Court through the office address of
the undersigned counsel.
2. The following respondents are being impleaded because of their participation, role and position in
the formulation and implementation of the government’s all‐out war policy against suspected rebels
and political activists resulting in various human rights violations, including the forcible abduction,
illegal arrest and detention of GABRIEL GARCIA MARQUEZ.
3. Respondent Gen. HERMOGENES ESPERON is the current Chief of Staff of the Armed Forces of the
Philippines (AFP). He may be served with notices, decisions and other legal processes of this
Honorable Court at Camp Aguinaldo, Quezon City.
4. Respondent Gen. JESUS VERZOSA is of legal age and the incumbent Director General of the
Philippine National Police (PNP). He may be served with notices, decisions and other legal processes
of this Honorable Court at the PNP Headquarters at Camp Crame, Quezon City.
5. Respondent Lt. Gen. ALEXANDER YANO is the current Chief of the Philippine Army (PA). He may be
served with notices, decisions and other legal processes of this Honorable Court at Fort Bonifacio,
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Taguig City.
6. The respondent Col. EDUARDO AÑO is of legal age and is the Head of the Philippine Army’s
Intelligence and Security Group (PA‐ISG). The processes of this Most Honorable Court may reach the
respondent in his office at the Philippine Army Headquarters at Fort Bonifacio, Taguig City. His office
is responsible for the government’s implementation of the all‐out war policy against suspected
rebels and political activists.
STATEMENT OF FACTS ON THE ABDUCTION
OF GABRIEL GARCIA MARQUEZ
7. GABRIEL GARCIA MARQUEZ studied from 1978‐1981 at the Ateneo De Manila University. Inspired
and encouraged by the Jesuit brothers to serve the poor and oppressed people in the rural areas,
GABRIEL GARCIA MARQUEZ decided to work in the rural communities of the Cordillera Region.
8. He continued to work in the rural communities until his forcible abduction and arbitrary detention
by the respondent military officers and police on April 1, 2009.
9. The following are the circumstances behind the abduction of GABRIEL GARCIA MARQUEZ and his
continued unlawful and arbitrary detention, as well as the efforts of his family and concerned
organizations to determine his whereabouts.
10. On 1 April 2009 in St. Luke’s Medical Center, Quezon City, at around 4 p.m. to 5 p.m., GABRIEL
GARCIA MARQUEZ was leaving the Medical Arts Building after he conducted a lecture.
11. Eight (8) men wearing black uniforms, who some witnesses claim were emblazoned “Police” and
“CIDG,” emerged from a black L‐300 van that was positioned at the vicinity of the clinic’s entrance.
The men then punched GABRIEL GARCIA MARQUEZ and forcibly shoved him into the waiting van.
12. The black van that had a special number “8”plate number quickly sped away in the direction of
EDSA. The uniformed men expertly carried out the abduction of GABRIEL GARCIA MARQUEZ in less
than ten (10) minutes.
13. The captors of GABRIEL GARCIA MARQUEZ subjected him to seventy‐two (72) hours of physical and
psychological torture as he was in handcuffs, blindfolded, threatened with bodily harm to himself
and his daughter, linked to live electric wires, burnt with cigarettes, forced to confess and identify
her alleged subversive activities as well as subjected to extremely high volumes of April Boy Regino,
Salbakuta and Lito Camo jingles.
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14. Petitioner ISABEL ALLENDE MARQUEZ learned of her father’s illegal abduction and the governmental
agency that held her captive while watching GMA7’s news update at around 8 p.m. of that day.
Here, the Armed Forces of the Philippines, through respondent Gen. Hermogenes Esperon,
announced that the Intelligence and Security Group of the Philippine Army (PA‐ISG) have captured
GABRIEL GARCIA MARQUEZ and that he was in a detention facility in Fort Bonifacio.
15. The petitioner and members of the human rights organization Ateneo Human Rights Center (AHRC)
then went to Fort Bonifacio to ascertain the condition of GABRIEL GARCIA MARQUEZ. Upon reaching
this Army camp, they were directed to the office of Lt. Gen. Alexander Yano who issued a
certification that GABRIEL GARCIA MARQUEZ was not within the confines of the Army Headquarters
at Fort Bonifacio. He encouraged the petitioner to return the next day.
16. When petitioner and the AHRC members arrived at around 11:00 a.m. on 3 April 2009 at Fort
Bonifacio, the Lt. Gen. Yano directed them to the Army Officers’ Clubhouse where ranking officials
of the police and military were to present GABRIEL GARCIA MARQUEZ in a press conference.
17. Lt. Gen. Alexander Yano and Gen. Jesus Verzosa said in the press conference that members of the
16th Infantry Division of the Philippine Army lawfully arrested GABRIEL GARCIA MARQUEZ in St.
Luke’s Medical Center, Quezon City, allegedly on the basis of a warrant of arrest for Rebellion that
different courts from the Cordillera Autonomous Region allegedly issued against him.
18. Though Lt. Gen. Alexander Yano stated the docket numbers for the specific offense of Rebellion
during the 3 April 2009 press conference, there was no mention of the court that issued the arrest
warrants that validated GABRIEL GARCIA MARQUEZ’s continued confinement.
19. Moreover, the warrant that the PNP‐CIDG released appears dubious and highly irregular. It was
purportedly issued by Judge Emilio Jacinto on 11 March 1999 in the case of rebellion entitled People
v. Kurtis Vonnegut alias Vonvon, et al., docketed as Crim. Case No. 99‐0311 filed before the
Municipal Trial Court of Bangued, Abra. GABRIEL GARCIA MARQUEZ’s name appears on the list at
number three (3), with bail recommended at Twenty Thousand Pesos (P 20,000.00).
20. The AHRC discovered that the case was passed around in different courts. However, upon
verification from the Office of the Clerk of Court of the Regional Trial Court of Lacub, Abra, the
records of this Rebellion case against GABRIEL GARCIA MARQUEZ are not in their custody and could
not be found.
21. GABRIEL GARCIA MARQUEZ through counsel requested from the respondent PNP officers to furnish
copies of all the documents that would justify his arrest and continued detention. Unfortunately, the
respondents made no response to this request.
22. All of these events point to the obvious fact that GABRIEL GARCIA MARQUEZ was abducted without
the benefit of a valid subsisting warrant and neither were his rights as a citizen respected when
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State security forces took him into custody on 1 April 2009. It is likewise worthwhile to note that
policemen in plainclothes accosted the AHRC in the Bangued, Abra, who were trying to confirm the
existence of the criminal cases against GABRIEL GARCIA MARQUEZ.
23. The foregoing circumstances serve to engender the well‐founded belief that the respondents and
their agents are responsible for the abduction of GABRIEL GARCIA MARQUEZ despite the fact that
he has not committed, was not then committing and was not attempting to commit any offense that
called for his arrest or deprivation of liberty in the absence of any formal charge or valid judicial
warrant.
24. At no point in time was GABRIEL GARCIA MARQUEZ apprised of his rights incident to an arrest as
enumerated in the landmark case of Miranda v. Arizona, and embodied in the Bill of Rights under
the Philippine Constitution. The purported warrants themselves were never presented to GABRIEL
GARCIA MARQUEZ at the time of the abduction.
25. As no court of law has validly issued a warrant for the arrest of GABRIEL GARCIA MARQUEZ, for any
crime whatsoever, his confinement under the circumstances recounted above is therefore patently
illegal.
26. The petitioner, with her family, AHRC, and counsel, have exhausted all efforts available at law, and
she has no plain, speedy and adequate remedy to protect the fundamental rights of her father
except through this application for the issuance of a Writ of Habeas Corpus to require the
respondents to bring and present GABRIEL GARCIA MARQUEZ before this Honorable Court.
27. Lt. Gen. Alexander Yano announced during the press conference that they would transfer his
custody over to any of the courts in Cordillera Region that allegedly issued the warrants of arrest.
Considering that the warrant presented to the petitioner are all invalid, dubious and non‐existent,
the declaration of GABRIEL GARCIA MARQUEZ’s transfer to Cordillera will put her life in mortal
danger since, in the unequivocal pronouncement of Mr. Philip Alston, the United Nations Special
Rapporteur on extrajudicial killings, the AFP has the reputation of dealing severely with perceived
rebels.
PRAYER
WHEREFORE, premises considered, the petitioner respectfully prays that this Honorable Court
issue a Writ of Habeas Corpus directing the respondents, or whoever acts in their place or stead, to
appear before this Honorable Court and to produce GABRIEL GARCIA MARQUEZ in good health, and to
explain forthwith why the respondents should not set GABRIEL GARCIA MARQUEZ at liberty without
delay.
Other forms of relief just and equitable under the premises are likewise prayed for.
Makati City, April 9, 2009.
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ATENEO HUMAN RIGHTS CENTER
Counsel for the petitioner
1/F Ateneo Professional Schools Bldg., 20 Rockwell Drive,
Rockwell Center, Makati City 1210
Telefax No. 1234567; Email: email@email.com
By:
CAROL BELLO
IBP No. 733286; 1‐07‐08; Marikina
PTR No. 0986236; 1‐04‐08; Makati
Roll No. 13366
MCLE Compliance No. 123454
LOVELY‐ANN CARLOS‐IMBONG
IBP No. 733285; 1‐07‐08; Makati
PTR No. 0986237; 1‐04‐08; Makati
Roll No. 39818
MCLE Compliance No. 123473
Copy furnished:
Gen. HERMOGENES ESPERON
CHIEF OF STAFF OF THE AFP
Camp Aguinaldo, Quezon City
Gen. JESUS VERZOSA, JR.
DIRECTOR GENERAL OF THE PNP
PNP Headquarters,
Camp Crame, Quezon City
Lt. Gen. ALEXANDER YANO
CHIEF OF THE PHILIPPINE ARMY
Fort Bonifacio, Taguig City
Col. EDUARDO AÑO
HEAD PA‐INTELLIGENCE AND SECURITY GROUP
Army Headquarters
Fort Bonifacio, Taguig City
EXPLANATION OF SERVICE BY REGISTERED MAIL
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Pursuant to Section 11, Rule 13 of the 1997 Rules of Court, copies of this Petition were served
upon the other parties by registered mail because of distance and unavailability of messengerial services
to effect personal service.
For the Ateneo
Human Rights Center:
CAROL BELLO
(Verification with Certification of Non‐Forum Shopping)
SAMPLE: Petition for Writ of Amparo and Writ of Habeas Corpus
REPUBLIC OF THE PHILIPPINES
COURT OF APPEALS
MANILA
VICENTE DE RAMOS,
Petitioner
‐versus‐
C.A G.R No.
For: Writ of Amparo and Writ of
Habeas Corpus
GILBERTO TEODORO JR.,in his capacity as the SECRETARY
OF NATIONAL DEFENSE,LT. GEN. ALEXANDER YANO, in his
capacity as the CHIEF OF STAFF of the ARMED FORCES OF
THE PHILIPPINES,BRIG. GEN. ROMEO PRESTOZA, in his
capacity as the CHIEF of the INTELLIGENCE SERVICE OF
THE ARMED FORCES OF THE PHILIPPINES
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
PETITION
(With Application For Interim Reliefs)
NATURE OF PETITION
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1. This is a petition for the Writ of Amparo and Habeas Corpus, filed under A.M No. 07‐9‐12‐SC,
known as the Rule on the Writ of Amparo, promulgated on 25 September 2007 and which took
effect on 24 October 2007, and Rule 102 of the Rules of Court, respectively.
2. The purpose of the petition is to require the respondents to produce the person of Danielle de
Ramos, as well as to disclose and explain their participation in the enforced disappearance
and/or extrajudicial killing of Danielle de Ramos.
3. This petition also seeks the issuance of a witness protection order, inspection order, production
order, and temporary protection order, directed against respondents.
PARTIES
4. Petitioner is a Filipino, of legal age, and residing at 123 Cotabato Street, New Manila, Quezon
City. He is the father of the aggrieved party.
5. Public respondent Gilberto Teodoro Jr., is the Secretary of the Deparment of National Defense,
responsible for guarding against external and internal threats to peace and security in the
country. It exercises executive supervision over the Armed Forces of the Philippines (AFP), the
Office of Civil Defense (OCD), the Philippine Veterans Affairs Office (PVAO), the National
Defense College of the Philippines (NDCP), and the Government Arsenal (GA). He may be served
with orders and processes at Camp General Emilio Aguinaldo, Quezon City.
6. Public respondent Lt. Gen. Alexander Yano,is the Chief of Staff of the Armed Forces of the
Philippines (AFP), the military defense organization of the Republic of the Philippines. He may
be served with orders and processes at AFP‐GHQ, Camp General Emilio Aguinaldo, Quezon City.
7. Public respondent Brig. Gen. Romeo Prestoza, is the current chief of the Intelligence Service of
the Armed Forces of the Philippines is a support unit of the AFP engaged in intelligence and
information gathering. He may be served with orders and processes at AFP‐GHQ, Camp General
Emilio Aguinaldo, Quezon City.
MATERIAL ALLEGATIONS
8. The aggrieved party, Daniella de Ramos, is a private individual, residing at 123 Cotabato Street,
New Manila, Quezon City and is an executive officer at the Human Rights Organization.
9. She regularly travels from her place of residence to his place of work by driving her own car.
10. She is regularly in contact with her parents especially the petitioner. It is her practice to call or
send a text message to petitioner before she heads home from work.
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11. Her family last saw her during the morning of 5 September 2008 and by co‐workers at the
evening of the same date.
12. On 5 September 2008, at 8:00 in the evening, petitioner received a text message from her,
stating therein that she was on her way home from work.
13. At 8:30p.m of the same evening, the security guard on tour of duty in her office building
witnessed her being forcibly taken by three large‐built men with holstered guns forcibly inside a
van and speedily left. One of the men was wearing a fatigue pair of pants. This was duly logged
by the security guard on the logbook of the building.
14. Since then, no communication has been made to her family, friends, and co‐workers.
15. She also owns a handbag with personal property such as keys, wallet, etc., which properties
were uncharacteristically left on the parking lot of her office, together with her car, remain
uncollected by the aggrieved party since date of disappearance.
In support of the foregoing allegations, the affidavits of the petitioner and of witnesses, namely
Christopher Nepomuceno and Jeffrey Flores, are hereto attached and made integral part of this
Petition as Annexes A, B, and C, respectively.
16. Shewas known to be presently engaged in an investigative project against certain officers of the
AFP and ISAFP for alleged corruption practices and high crimes.
17. Since her disappearance, her relatives have tried to locate the aggrieved party through inquiries
at her usual places of destination.
18. Failing to find her, petitioner sought the help of local authorities but they were not able to
produce the person of the aggrieved party.
19. However, during the course of investigation, it was found out that days before her
disappearance, mysterious men were noticed to have been conducting operations in the vicinity
of the aggrieved party’s office.
20. It was also found out that on 4 September 2008, day before date of disappearance, the office
building’s security guard was asked by a mysterious man who identified himself as an officer of
ISAFP on whether aggrieved party holds office in the area.
21. Petitioner now comes to this Honorable Court to seek relief for the aggrieved party whose exact
whereabouts remain unknown.
22. Considering the fact that the aggrieved party is a private individual and that she has failed to
communicate with any of her family, friends, and co‐workers until this time, aggrieved party’s
remaining in the custody would have to be against her will and in violation of her rights of
liberty and security.
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ISSUE STATEMENTS
1. The writ of habeas corpus shall extend to all cases of illegal confinement or detention by which
any person is deprived of his liberty, or by which the rightful custody of any person is withheld
from the person entitled thereto.
The aggrieved party was witnessed by a security guard to have been forcibly taken by three
large‐built men into a van which speedily left thereafter last 5 September 2008. Since then, her
whereabouts is unknown notwithstanding her relatives trying to locate the aggrieved party
through inquiries at her usual places of destination but failed to find her. No communication has
been made to her family, friends, or co‐workers.
Should the writ of habeas corpus be issued?
2. A witness protection order is issued for the protection and safety of the witnesses who helped in
the investigation and witnessed the enforced disappearance of the victim.
One security guard testified to being questioned by an alleged ISAFP officer about the victim
while he was on tour of duty last 4 September 2008. Another security guard witnessed on 5
September 2008, the abduction of the victim by three large‐built men with holstered pistons,
with one wearing fatigue attire. Given the power and resources available to the respondents,
the two witnesses need protection and safety from them.
Should the witness protection order be issued?
3. A temporary protection order is issued for the safety and security of the petitioner, victim’s
immediate members of her family, and even the co‐officers of the victim’s organization.
The aggrieved party was known to be involved in an investigative project with respect to certain
anomalies and atrocities of officials of the AFP and ISAFP. On 5 September 2008, she was
subject to an enforced disappearance perpetrated allegedly by the ISAFP or AFP. Petitioner is
the father of the aggrieved party who presently filed this petition against the said organizations.
Given the power and resources of respondents, petitioner and the rest of his family are
vulnerable to harm and danger.
Should the temporary protection order be issued?
4. A production order is issued for the production of designated documents, letters, papers, books,
accounts, photographs, objects or tangible things, or objects in digitized or electronic form,
which constitute evidence relevant to the petition.
Investigation showed that mysterious men, days before the forced disappearance of the
aggrieved party, conducted surveillance on the premises of her office. On 4 September 2008, a
man who introduced himself as an ISAFP agent approached the security guard on duty in her
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office and inquired about the aggrieved party. Records may have been kept on these
surveillance activities.
Should the production order be issued?
5. Inspection Order is issued for possession or control of a designated land or other property, to
permit entry for the purpose of inspecting, measuring, surveying, or photographing the property
or any relevant object or operation thereon.
Investigation showed that mysterious men, days before the forced disappearance of the
aggrieved party, conducted surveillance on the premises of her office. Records may have been
kept on these surveillance activities and it might be located in the headquarters of respondents
and their corresponding organizations.
Should the inspection order be issued?
PRAYER
WHEREFORE, premises considered, the petitioner prays that this Honorable Court:
A. Immediately after the receipt of this petition
1. Issue the writ of habeas corpus;
2. Issue the writ of amparo;
3. Declare all documents signed by the victim since the time of disappearance unless proof
is adduced that there has been compliance with her constitutional rights;
4. Require respondent to disclose medical examinations conducted on the victim and
produce medical reports on such examinations;
5. Require respondent to produce all information his office has pertaining to the victim,
the victim’s home, the victim’s family, and victim’s correspondence;
6. Require respondent to disclose why such information has been gathered and used;
7. Issue a temporary protection order in favor of the petitioner, his family, and his
witnesses by directing an agency or institution to ensure their protection;
8. Issue a witness protection order in favor of the witnesses who helped in the
investigation regarding the aggrieved party’s forced disappearance.
B. Upon notice and hearing:
1. Issue a production order to person who may be in possession or custody of other
evidence in this case;
2. Issue an inspection order of properties which may contain additional information or
evidence regarding the enforced disappearance and/or extrajudicial killing of the
aggrieved party;
3. Order respondent to immediately and without delay release the victim to the care and
custody of the petitioner.
Other reliefs just and equitable under the premises are likewise prayed for.
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September 10, 2008, City of Manila.
Ma. Angela Leonor C. Aguinaldo
Counsel for Petitioner
No. 25 Woodrose St., Makati City
Telefax No. 1234567; Email:
email@email.com
Roll of Attorney No. 123456
IBP No. 78901
PTR No. 23456
MCLE Compliance No. 7890
(Verification with Certification of Non‐Forum Shopping)
SAMPLE: Petition for Writ of Habeas Data
REPUBLIC OF THE PHILIPPINES
SUPREME COURT
Manila
ISAAC ASIMOVA,
Petitioner,
‐versus‐
G.R. No.
For: Writ of Habeas Data
MAJ. GEN. JOVITA PALPARAN,
Armed Forces of the Philippines
Respondent.
xx ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐xx
PETITION FOR WRIT OF HABEAS DATA
Petitioner, by counsel, respectfully states that:
I
NATURE OF THE PETITION
1. This is a petition for the writ of habeas data filed under A.M. No. 08‐1‐16‐SC, also known as the Rule
on the Writ of Habeas Data to require the respondent to produce and, if necessary update and
rectify, or, in the alternative, suppress or destroy information within its control and/or contained in
its database, which relates to petitioner, his family, his home and his correspondence.
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2. Petitioner respectfully submits that respondent obtained the information through an unlawful act,
has unjustifiably failed to disclose the information to petitioner, and/or has unjustifiably refused to
update, rectify, suppress or destroy the information.
3. This act or omission of respondent to comply with petitioner's demand is a violation of, or poses a
threat of violation to, petitioner's right to privacy in life, liberty and security.
4. In view of the foregoing, petitioner brings this petition before this Honorable Court praying that the
respondent be required to cause the immediate production of the information requested so that
the same may be revealed to petitioner for proper updating, rectification or, in the alternative, for
its suppression or destruction, whatever may be necessary to protect petitioner's privacy.
5. Finally, petitioner respectfully submits that he is an indigent person and prays that this Honorable
Court exempt him from docket and other legal fees in this case, subject to the submission of proof
of his indigency within fifteen days from the filing of this petition.
II
PARTIES
6. Petitioner is a Filipino, of legal age, and residing at Sitio Dos, Smokey Mountain, Tondo, Manila. He
may be served with notices from this Honorable Court through his undersigned counsel.
7. Respondent is being impleaded in her capacity as a public officer or employee, in charge of the
information or database of AFP Central Intelligence and Security Group, which office is engaged in
the gathering, collecting, and storing of data. She may be served summons and other processes of
this Honorable Court at the Intelligence and Security Department, Army Headquarters, Fort
Bonifacio, Taguig City.
III
MATERIAL ALLEGATIONS
8. Petitioner is a citizen of the Republic of the Philippines whose right to privacy is protected by the Bill
of Rights found in Article III of the 1987 Philippine Constitution, which provides:
Section 3. (1) The privacy of communication and correspondence shall be inviolable except upon
lawful order of the court, or when public safety or order requires otherwise as prescribed by law.
Any evidence obtained in violation of this or the preceding section shall be inadmissible for any
purpose in any proceeding.”
− and ‐
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Section 7. The right of the people to information of matters of public concern shall be recognized.
Access to official records and documents, and papers pertaining to official acts, transactions, or
decisions as well as to government research data used as basis for policy development, shall be
afforded the citizen, subject to such limitations as may be provided by law.
9. On March 20, 2009, petitioner requested access to all information held about him by the
respondent, within fifteen days from respondent's receipt. A copy of the written request is attached
as Annex "A".
10. The period given to respondent to allow petitioner access to its database has already lapsed.
11. As a result of respondent's failure or unjustifiable refusal to allow access to its database, petitioner’s
right to privacy is being violated.
12. The use and possible dissemination of the information held by respondent is an unlawful intrusion
into petitioner's privacy, which intrusion threatens to ultimately violate petitioner's right to life,
liberty and security.
13. The information which remains hidden from petitioner is in the database of respondent located in
the Office of the Intelligence and Security Group, Armed Forces of the Philippines Headquarters,
Fort Bonifacio, Taguig City.
IV
RELIEFS
WHEREFORE, petitioner prays that this Honorable Court give due course to this petition and
issue the writ of habeas data and rule, as follows:
1. Upon the filing of the petition, ENJOIN respondent from disseminating the information;
2. Upon notice and hearing, ORDER respondent to:
a. Produce the information in its possession regarding petitioner's person, his
family, home and correspondence;
b. Correct, suppress or destroy the information in its database, whatever may be
applicable as determined by this Honorable Court; and
c. Rectify the damage caused to petitioner's reputation by making a public
apology to petitioner, which shall be circulated in the manner and to such
persons as the petitioner may deem appropriate.
Other reliefs just and equitable under the premises are likewise prayed for.
April 9, 2009, City of Manila.
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AYN RANDY
Counsel of Petitioner
34C The Columns, Ayala Avenue, Makati City
Telefax No. 1234567; Email: email@email.com
Roll of Attorneys No. 9182736
IBP No. 6121824
PTR No. 5101520
MCLE Certificate of Exemption No. M‐481216
(Verification with Certification of Non‐Forum Shopping)
SAMPLE: Petition for Change of Name
Republic of the Philippines
Fourth Judicial Region
REGIONAL TRIAL COURT
Branch
, San Pablo City, Laguna
UTUTINO BANTOTO O. TINA,
PETITIONER,
SP Case No.
For CHANGE OF NAME
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
PETITION FOR CHANGE OF NAME
Petitioner by the undersigned attorney, and unto this honorable court, respectfully avers:
1. That the petitioner is of age, single, and a resident of Bgy. San Pedro, San Pablo City, Laguna;
2. That he has been a bonafide resident of the province of Laguna since the year 1974, or for at
least three (3) years prior to the date of the filing of this petition;
3. That his present name is UTUTINO BANTOTO O. TINA;
4. That such a name is ridiculous and has caused embarrassment to petitioner through the
years;
5. That petitioner requests that his present name be changed to TINO TOTO O. TINA.
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PRAYER
WHEREFORE, it is respectfully prayed that, after due notice, publication and hearing in
accordance with the Rules of Court, this Honorable Court adjudge that the petitioner’s name of
UTUTINO BANTOTO O. TINA be changed to TINO TOTO O. TINA, this 9th day of April 2009.
GUY RITCHIE
Counsel for the Petitioner
Rm. 210 Moreno Building,
No. 8 Amorsolo St., Makati City
PHIL. BAR ROLL NO. 36530
PTR NO. A‐7279012/01‐19‐06/Q.C.
IBP NO. 645906/01‐19‐06/Q.C.
MCLE Compliance Cert. No. 12345678
(Verification with Certification of Non‐Forum Shopping)
SAMPLE: Petition for Voluntary Dissolution of Stock Corporation
Republic of the Philippines
National Capital Judicial Region
REGIONAL TRIAL COURT
Branch , Manila
SARAO JEEPNEY
MANUFACTURING
CORPORATION,
Plaintiff,
S.P. No.
For VOLUNTARY DISSOLUTION OF STOCK
CORPORATION
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
PETITION FOR VOLUNTARY DISSOLUTION
OF STOCK CORPORATION
SARAO JEEPNEY MANUFACTURING CORPORATION through the undersigned board of directors,
and unto this Honorable Court, respectfully states:
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1. That the said corporation has been duly organized and existing under the laws of the
Philippines, having its principal place of business at JOSE RIZAL COMPLEX, INTRAMUROS, MANILA;
2. That the authorized capital stock of said corporation is ONE MILLION PESOS (P1,000,000.00)
Philippine currency, divided into 10, 000 shares of par value of ONE HUNDRED PESOS (P100) per share;
3. That in a meeting of the stockholders of the corporation held in Intramuros, Manila on April, 1
2009, the dissolution of the said corporation was resolved upon by the affirmative vote of the
stockholders holding or representing at least two‐thirds (2/3) of all shares of stock issued or subscribed;
4. That the following are the present claims and demands against the corporation:
National Steel Corporation – P500, 000 Promissory Note
Boysen Paint Corporation – P30, 000 Compensation for Service Agreement
Federation of Jeepney Drivers and Operators – P20, 000 Settlement for Damage Claim
Generally Motors Corporation ‐ P50, 000 Purchase Order of Supplies
SARAO Employees Union – P100, 000 13th Month Pay
Metro Manila Destruction Authority – P100, 000 Penalty Fees
Land Teleportation and Flotation Regulatory Board – P100, 000 Unpaid License Fees
5. That the corporation has present assets to the value of ONE HUNDRED THOUSAND PESOS
(P100, 000) over and above its just debts and liabilities.
WHEREFORE, it is respectfully prayed that upon prior publication of notice as required by law
and due hearing on this petition, this Honorable Court adjudge and declare the above‐named
corporation dissolved, and that the board of directors of said corporation be designated liquidator to
take charge of winding up the affairs of the corporation.
Manila, April 9, 2009.
SARAO JEEPNEY MANUFACTURING CORPORATION
By
REGINA INSPEKTOR
President
MINNIE DRIVERS
Corporate Secretary
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MACK TRUCK
Director
MERCEDES BENZENE
Director
AUDI GEMORA
Director
(Verification with Certification of Non‐Forum Shopping)
MOTIONS IN LITIGATION
MOTIONS
 A motion is an application for relief other than by a pleading. (Section 1, Rule 15)
 All motions shall be in writing except those made in open court or in the course of a hearing or
trial. (Section 2, Rule 15)
 A motion shall state the relief sought to be obtained and the grounds upon which it is based,
and if required by these Rules or necessary to prove facts alleged therein, shall be accompanied
by supporting affidavits and other papers. (Section 3, Rule 15)
Motion to Dismiss
 Section 1, Rule 16 of the Rules of Court enumerates the grounds for filing a motion to dismiss.
 A Motion to Dismiss is a litigious motion wherein both parties must be heard.
 Being a litigious motion, a request for and notice of hearing is required.
SAMPLE: Motion to Dismiss
Republic of the Philippines
National Capital Judicial Region
REGIONAL TRIAL COURT
Branch 91, Las Pinas City
Luzviminda Tolentino,
Plaintiff,
− versus ‐
Civil Case No. 07‐61354
For: Sum of Money
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Roberto Juan,
Defendant.
x ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ x
MOTION TO DISMISS
DEFENDANT, by counsel, respectfully moves to dismiss the Complaint on the ground that the
Complaint FAILS TO STATE A CAUSE OF ACTION as THE OBLIGATION SOUGHT TO BE ENFORCED BY
PLAINTIFF IS NOT YET DUE AND DEMANDABLE.
In amplification of the foregoing ground, Defendant respectfully submits the following:
Argument
1.
Allegedly, defendant has failed to reach the quotas agreed upon under the Marketing
Agreement dated April 1, 2006. Plaintiff now seeks to collect the sum of Five Hundred
Thousand pesos (P500,000.00), representing the balance of the proceeds due plaintiff
under the said Marketing Agreement.
2.
The contract is for two (2) years and defendant is given that same period to reach the
quota specified therein; the period of two (2) years has not yet expired. Consequently,
plaintiff’s claim is premature as there is yet no breach of the Marketing Agreement until
the period expires and the quota is not attained. For this reason, plaintiff's Complaint
states no cause of action and must be dismissed.
WHEREFORE, defendant respectfully prays that the Complaint be DISMISSED for failure to state
a cause of action.
Other just and equitable reliefs are also prayed for.
Muntinlupa City for Las Pinas City, November 5, 2007.
Demetria Sandoval
Counsel for Defendant
5th Floor, Madrigal Business Tower,
Madrigal Business Center, Alabang, Muntinlupa City
Attorney’s Roll No. 34975
IBP O.R. No. 23655‐01/03/08‐Muntinlupa
PTR O.R. No. 45321‐01/03/08‐Muntinlupa
MCLE Compliance No. II‐0008776‐Nov. 17, 2007
REQUEST FOR AND NOTICE OF HEARING
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The Branch Clerk of Court
Regional Trial Court
Branch 91, Las Pinas City
Please submit the foregoing Motion to the Court for its consideration and approval immediately
upon receipt hereof and kindly include the same in the court's calendar for hearing on November 28,
2007 at 8:30 in the morning.
Demetria Sandoval
Counsel for Defendant
Atty. Conrado Manuel
Counsel for the Plaintiff
2176 Alabang‐Zapote Road,
Las Pinas City
Please take notice that counsel has requested to be heard on November 28, 2007 at 8:30in the
morning.
Demetria Sandoval
Counsel for Defendant
N.B. A REQUEST FOR HEARING is a request for the Branch Clerk of Court to include the motion in the
calendar for hearing on a specific date while a NOTICE OF HEARING is a notice to opposing counsel of
the hearing date requested. In non‐litigious motions or ex parte motions, it is sufficient that there be
Notice to opposing counsel stating that "counsel will submit the motion to the court for approval and
consideration immediately upon receipt." [From Professor Theodore O. Te’s Handbook on Legal Forms]
(Proof of Service)
(Verification)
Motion for Postponement and Motion for Extension
 A motion for postponement asks for the postponement of a hearing.
 A motion for extension asks for an extension of the time within which to file a pleading.
 Being non‐litigious motions, a notice of hearing is only required.
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SAMPLE: Motion for Postponement
Republic of the Philippines
National Capital Judicial Region
REGIONAL TRIAL COURT
Branch 91, Las Pinas City
Luzviminda Tolentino,
Plaintiff,
Civil Case No. 07‐61354
For: Sum of Money
− versus ‐
Roberto Juan,
Defendant.
x ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ x
MOTION FOR POSTPONEMENT
PLAINTIFF, by counsel, respectfully states that:
1.
This case is set for trial on January 5, 2008 at 8:30 in the morning.
2.
On said date and time, the undersigned counsel will be unable to appear before this
Honorable Court as he has also been directed to appear on this date and time before
the Regional Trial Court of Makati City, Branch 213 for "People of the Philippines v.
Edgardo Mallari", Criminal Case No. 99‐8746, where he is scheduled to terminate cross‐
examination of the prosecution’s expert witness who will be available only on said date
and time.
3.
Without impugning the importance of these proceedings, plaintiff respectfully submits
that his attendance in the criminal case becomes indispensable; otherwise, the accused
in said case would be deprived of the opportunity to confront and cross‐examine a vital
witness against him.
4.
This motion is prompted only by the foregoing reason and not for delay.
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WHEREFORE, plaintiff respectfully prays that the trial scheduled on January 5, 2008 be
POSTPONED to another date convenient to this Honorable Court.
Quezon City for Las Pinas City, December 22, 2007.
MARICEL X. TOLENTINO
Counsel for Defendant
89 Mindanao Ave., Quezon City
Attorney’s Roll No. 56247
IBP No. 015456/ January 15, 2008/ Quezon City
PTR No. 014523/ January 20, 2008/ Quezon City
MCLE No. 854265/ January 8, 2008
(Notice of Hearing)
(Proof of Service)
SAMPLE: Motion for Extension
Republic of the Philippines
National Capital Judicial Region
REGIONAL TRIAL COURT
Branch 91, Las Pinas City
Luzviminda Tolentino,
Plaintiff,
Civil Case No. 07‐61354
For: Sum of Money
− versus ‐
Roberto Juan,
Defendant.
x ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ x
MOTION FOR EXTENSION OF TIME
(To File Answer)
DEFENDANT, through undersigned counsel, respectfully states that:
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1.
On November 27, 2007, Defendant was served with summons and a copy of the
Complaint in the above‐entitled case. Hence, Defendant has a period of fifteen (15) days
from said date, or until December 12, 2007 to file his Answer.
2.
The undersigned counsel, however, anticipates his inability to file the Answer on or
before the said due date because of the tremendous pressure of other equally urgent
professional work requiring the preparation of pleadings and almost daily trial
appearances before the various courts within and outside Metro Manila.
3.
Consequently, counsel for Defendant is constrained to request an extension of ten (10)
days from December 12, 2007, or until December 22, 2007, within which to file his
Answer in the above‐entitled case.
4.
The instant Motion is being filed in good faith as dictated by the exigencies of the
situation and is not intended to delay the proceedings in the case.
WHEREFORE, in light of all the foregoing considerations and in the interest of justice, it is
respectfully prayed that Defendant be granted an extension of ten (10) days from December 12, 2007,
or until December 22, 2007, to file his Answer in the above‐entitled case.
Quezon City for Las Pinas City, December 10, 2007.
MARICEL X. TOLENTINO
Counsel for Defendant
89 Mindanao Ave., Quezon City
Attorney’s Roll No. 56247
IBP No. 015456/ January 15, 2008/ Quezon City
PTR No. 014523/ January 20, 2008/ Quezon City
MCLE No. 854265/ January 8, 2008
(Notice of Hearing)
(Proof of Service)
Note: KNOW YOUR LITIGIOUS AND NON‐LITIGIOUS MOTIONS
LITIGIOUS MOTIONS
 Motion to Dismiss
 Motion for Judgment on the Pleadings
 Motion to Declare Defendant in Default
 Motion to Lift Order in Default
NON‐LITIGIOUS MOTIONS
 Motion for Leave of Court to File Pleading
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

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Motion for Postponement
Motion for Extension of Time
Ex Parte Motion to Set for Trial
AFFIDAVIT OF SERVICE
AFFIDAVIT OF SERVICE
 This is required as proof of service of a pleading involved in a case before the appellate courts
(e.g., Court of Appeals and Supreme Court).
 It generally partakes the nature of a sworn statement or affidavit.
SAMPLE: Affidavit of Service
REPUBLIC OF THE PHILIPPINES ]
QUEZON CITY, METRO MANILA] SS.
AFFIDAVIT OF SERVICE
I, MANG S. TOTO, as Secretary of CTV‐Z LAW OFFICE, with office address at Rm. 210 CTVZ Law
Firm Building, No. 8 EDSA, Quezon City, after having duly swor to in accordance with law, hereby depose
and state that:
On 28, 2007, I served a copy of the following pleading/paper:
Nature of Pleading ‐ ANSWER
In CIVIL CASE NO. 12345, For: EJECTMENT (FORCIBLE ENTRY), “ ABC RESORT CORPORATION vs.
ALFREDO B. SAMSON, pursuant to Sections 5, 7, and 13, Ruse of 13 of the 1997 Rules of Civil Procedure
as follows:
By Registered Mail to :
(x)By Depositing a copy on the date and in the post office indicated
below, as evidenced by the following Registry Receipt(s) No.(s) hereto
attached and indicated after the name(s) of the addressee(s), and with
instructions to the postmaster to return mail to the sender after ten(10)
days if undelivered
Atty. Ranilo Talo
Reg. Receipt No. 123
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Counsel for the Plaintiff
123 Rockwell Ave., Rockwell Drive
Basilan, Sulu
Quezon City Central Post Office
18 December 2008
IN WITNESS WHEREOF, I hereunto signed this 18th day of December 2008, at Quezon City, Metro
Manila.
MANG S. TOTOAffiant
SUBSCRIBED AND SWORN to before me this 18th day of December 2008 at Quezon City, Metro
Manila, affiant, exhibited me to his Postal ID Card No. 12334 issued by the Quezon City Central Post
Office on Jan 9, 2008 as competent proof of identity.
FRANCIS TOM F. TEMPROSA
Notary Public
Commission Expires on 31 Dec. 2008
PHIL. BAR ROLL NO. 36530
PTR NO. A‐7279012/01‐19‐06/Q.C.
IBP NO. 645906/01‐19‐06/Q.C.
MCLE Compliance Cert. No. 12345678
Doc. No. 2
Page No. 1
Book No. 1
Series of 2008.
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CHAPTER 5: LEGAL FORMS USED IN CORPORATE PRACTICE
ARTICLES OF INCORPORATION
Corporation Code, Sec. 14. Contents of the articles of incorporation. ‐ All corporations organized under
this code shall file with the Securities and Exchange Commission articles of incorporation in any of the
official languages duly signed and acknowledged by all of the incorporators, containing substantially the
following matters, except as otherwise prescribed by this Code or by special law:
1. The name of the corporation;
2. The specific purpose or purposes for which the corporation is being incorporated. Where a
corporation has more than one stated purpose, the articles of incorporation shall state which is the
primary purpose and which is/are the secondary purpose or purposes: Provided, That a non‐stock
corporation may not include a purpose which would change or contradict its nature as such;
3. The place where the principal office of the corporation is to be located, which must be within
the Philippines;
4. The term for which the corporation is to exist;
5. The names, nationalities and residences of the incorporators;
6. The number of directors or trustees, which shall not be less than five (5) nor more than fifteen
(15);
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7. The names, nationalities and residences of persons who shall act as directors or trustees until
the first regular directors or trustees are duly elected and qualified in accordance with this Code;
8. If it be a stock corporation, the amount of its authorized capital stock in lawful money of the
Philippines, the number of shares into which it is divided, and in case the share are par value shares, the
par value of each, the names, nationalities and residences of the original subscribers, and the amount
subscribed and paid by each on his subscription, and if some or all of the shares are without par value,
such fact must be stated;
9. If it be a non‐stock corporation, the amount of its capital, the names, nationalities and
residences of the contributors and the amount contributed by each; and
10. Such other matters as are not inconsistent with law and which the incorporators may deem
necessary and convenient.
The Securities and Exchange Commission shall not accept the articles of incorporation of any stock
corporation unless accompanied by a sworn statement of the Treasurer elected by the subscribers
showing that at least twenty‐five (25%) percent of the authorized capital stock of the corporation has
been subscribed, and at least twenty‐five (25%) of the total subscription has been fully paid to him in
actual cash and/or in property the fair valuation of which is equal to at least twenty‐five (25%) percent
of the said subscription, such paid‐up capital being not less than five thousand (P5,000.00) pesos.
Corporation Code, Sec. 15. Forms of Articles of Incorporation. ‐ Unless otherwise prescribed by special
law, articles of incorporation of all domestic corporations shall comply substantially with the following
form:
Sec. 18. Corporate name. ‐ No corporate name
may be allowed by the Securities and Exchange
Commission if the proposed name is identical or
deceptively or confusingly similar to that of any
existing corporation or to any other name
already protected by law or is patently
deceptive, confusing or contrary to existing
laws. When a change in the corporate name is
approved, the Commission shall issue an
amended certificate of incorporation under the
amended name.
ARTICLES OF INCORPORATION
OF
(Name of Corporation)
KNOW ALL MEN BY THESE PRESENTS:
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The undersigned incorporators, all of legal age and a majority of whom are residents of the Philippines,
have this day voluntarily agreed to form a (stock) (non‐stock) corporation under the laws of the Republic
of
the
Philippines;
Sec. 10. Number and qualifications of incorporators. ‐ Any number of natural persons
not less than five (5) but not more than fifteen (15), all of legal age and a majority of
whom are residents of the Philippines, may form a private corporation for any lawful
purpose or purposes. Each of the incorporators of s stock corporation must own or be
a subscriber to at least one (1) share of the capital stock of the corporation.
AND WE HEREBY CERTIFY:
FIRST: That the name of said corporation shall be
" ............................................. , INC. or CORPORATION";
Sec. 18, Corporation Code.
SECOND: That the purpose or purposes for which such corporation is incorporated are: (If there is more
than one purpose, indicate primary and secondary purposes);
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Sec. 14. Contents of the articles of incorporation:
***
***
***
2. The specific purpose or purposes for which the corporation is being
incorporated. Where a corporation has more than one stated purpose, the articles of
incorporation shall state which is the primary purpose and which is/are he secondary
purpose or purposes: Provided, That a non‐stock corporation may not include a purpose
which would change or contradict its nature as such;
***
***
***
Sec. 17. Grounds when articles of incorporation or amendment may be rejected or
disapproved. ‐ The Securities and Exchange Commission may reject the articles of
incorporation or disapprove any amendment thereto if the same is not in compliance with
the requirements of this Code: Provided, That the Commission shall give the incorporators
a reasonable time within which to correct or modify the objectionable portions of the
articles or amendment. The following are grounds for such rejection or disapproval:
***
***
***
2. That the purpose or purposes of the corporation are patently unconstitutional,
illegal, immoral, or contrary to government rules and regulations;
***
***
***
THIRD: That the principal office of the corporation is located in the City/Municipality of
............................................., Province of .................................................. , Philippines;
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Sec. 51. Place and time of meetings of stockholders or members. ‐ Stockholders' or
members' meetings, whether regular or special, shall be held in the city or municipality
where the principal office of the corporation is located, and if practicable in the principal
office of the corporation: Provided, That Metro Manila shall, for purposes of this section,
be considered a city or municipality.
Notice of meetings shall be in writing, and the time and place thereof stated therein.
All proceedings had and any business transacted at any meeting of the stockholders or
members, if within the powers or authority of the corporation, shall be valid even if the
meeting be improperly held or called, provided all the stockholders or members of the
corporation are present or duly represented at the meeting. (24 and 25)
*** *** ***
Sec. 53. Regular and special meetings of directors or trustees. ‐ Regular meetings of the
board of directors or trustees of every corporation shall be held monthly, unless the by‐
laws provide otherwise.
Special meetings of the board of directors or trustees may be held at any time upon the
call of the president or as provided in the by‐laws.
Meetings of directors or trustees of corporations may be held anywhere in or outside of
the Philippines, unless the by‐laws provide otherwise. Notice of regular or special meetings
stating the date, time and place of the meeting must be sent to every director or trustee at
least one (1) day prior to the scheduled meeting, unless otherwise provided by the by‐
laws. A director or trustee may waive this requirement, either expressly or impliedly. (n)
FOURTH: That the term for which said corporation is to exist is .................. years from and after the date
of issuance of the certificate of incorporation;
Sec. 11. Corporate term. ‐ A corporation shall exist for a period not exceeding fifty
(50) years from the date of incorporation unless sooner dissolved or unless said
period is extended. The corporate term as originally stated in the articles of
incorporation may be extended for periods not exceeding fifty (50) years in any single
instance by an amendment of the articles of incorporation, in accordance with this
Code; Provided, That no extension can be made earlier than five (5) years prior to the
original or subsequent expiry date(s) unless there are justifiable reasons for an earlier
extension as may be determined by the Securities and Exchange Commission.
FIFTH: That the names, nationalities and residences of the incorporators of the corporation are as
follows:
NAME
NATIONALITY
RESIDENCE
..................................... ..................................... .....................................
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..................................... ..................................... .....................................
..................................... ..................................... .....................................
..................................... ..................................... .....................................
..................................... ..................................... .....................................
Sec. 10. Number and qualifications of incorporators. ‐ Any number of natural
persons not less than five (5) but not more than fifteen (15), all of legal age and a
majority of whom are residents of the Philippines, may form a private
corporation for any lawful purpose or purposes. Each of the incorporators of s
stock corporation must own or be a subscriber to at least one (1) share of the
capital stock of the corporation.
Sec. 23. The board of directors or trustees. ‐ Unless otherwise provided in this Code, the
corporate powers of all corporations formed under this Code shall be exercised, all
business conducted and all property of such corporations controlled and held by the
board of directors or trustees to be elected from among the holders of stocks, or
where there is no stock, from among the members of the corporation, who shall hold
office for one (1) year until their successors are elected and qualified.
Every director must own at least one (1) share of the capital stock of the corporation of
which he is a director, which share shall stand in his name on the books of the
corporation. Any director who ceases to be the owner of at least one (1) share of the
capital stock of the corporation of which he is a director shall thereby cease to be a
director. Trustees of non‐stock corporations must be members thereof. a majority of
the directors or trustees of all corporations organized under this Code must be
residents of the Philippines.
SIXTH: That the number of directors or trustees of the corporation shall be .............. ; and the names,
nationalities and residences of the first directors or trustees of the corporation are as follows:
NAME
NATIONALITY
RESIDENCE
..................................... ..................................... .....................................
..................................... ..................................... .....................................
..................................... ..................................... .....................................
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..................................... ..................................... .....................................
..................................... ..................................... .....................................
SEVENTH: That the authorized capital stock of the corporation is .................................................
(P......................) PESOS in lawful money of the Philippines, divided into ..................shares with the par
value of ................................... (P....................... ) Pesos per share.
(In case all the share are without par value):
That the capital stock of the corporation is ........................... shares without par value. (In case some
shares have par value and some are without par value): That the capital stock of said corporation
consists of ........................ shares of which ....................... shares are of the par value of
.............................. (P.....................) PESOS each, and of which ................................ shares are without
par value.
Sec. 14. Contents of the articles of incorporation. ‐ All corporations organized under this
code shall file with the Securities and Exchange Commission articles of incorporation in
any of the official languages duly signed and acknowledged by all of the incorporators,
containing substantially the following matters, except as otherwise prescribed by this
Code or by special law:
*** *** ***
8. If it be a stock corporation, the amount of its authorized capital stock in lawful
money of the Philippines, the number of shares into which it is divided, and in case the
share are par value shares, the par value of each, the names, nationalities and
residences of the original subscribers, and the amount subscribed and paid by each on
his subscription, and if some or all of the shares are without par value, such fact must be
stated;
*** *** ***
Sec. 12. Minimum capital stock required of stock corporations. ‐ Stock corporations
incorporated under this Code shall not be required to have any minimum authorized
capital stock except as otherwise specifically provided for by special law, and subject to
the provisions of the following section.
EIGHTH: That at least twenty five (25%) per cent of the authorized capital stock above stated has been
subscribed as follows:
Name of Subscriber
Nationality
No of Shares
Subscribed
Amount
Subscribed
.................................. .................... ........................ .......................
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.................................. .................... ........................ .......................
.................................. .................... ........................ .......................
.................................. .................... ........................ .......................
NINTH: That the above‐named subscribers have paid at least twenty‐five (25%) percent of the total
subscription as follows:
Name of Subscriber Amount Subscribed Total Paid‐In
................................... ...................................... ...............................
................................... ...................................... ...............................
................................... ...................................... ...............................
................................... ...................................... ...............................
(Modify Nos. 8 and 9 if shares are with no par value. In case the corporation is non‐stock, Nos. 7, 8 and 9
of the above articles may be modified accordingly, and it is sufficient if the articles state the amount of
capital or money contributed or donated by specified persons, stating the names, nationalities and
residences of the contributors or donors and the respective amount given by each.)
Sec. 13. Amount of capital stock to be subscribed and paid for the purposes of incorporation. ‐
At least twenty‐five percent (25%) of the authorized capital stock as stated in the articles of
incorporation must be subscribed at the time of incorporation, and at least twenty‐five (25%)
per cent of the total subscription must be paid upon subscription, the balance to be payable on
a date or dates fixed in the contract of subscription without need of call, or in the absence of a
fixed date or dates, upon call for payment by the board of directors: Provided, however, That in
no case shall the paid‐up capital be less than five Thousand (P5,000.00) pesos. (n)
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TENTH: That ....................................... 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 subscription (or fees) or contributions or donations paid or given by the
subscribers or members.
**Importance of the Treasurer‐in‐Trust: The person who will issue the Treasurer’s Affidavit,
which is required under Sec. 14.
Sec. 14. Contents of the articles of incorporation. ‐ All corporations organized under this code
shall file with the Securities and Exchange Commission articles of incorporation in any of the
official languages duly signed and acknowledged by all of the incorporators, containing
substantially the following matters, except as otherwise prescribed by this Code or by special
law:
*** *** ***
The Securities and Exchange Commission shall not accept the articles of incorporation of any
stock corporation unless accompanied by a sworn statement of the Treasurer elected by the
subscribers showing that at least twenty‐five (25%) percent of the authorized capital stock of
the corporation has been subscribed, and at least twenty‐five (25%) of the total subscription
has been fully paid to him in actual cash and/or in property the fair valuation of which is
equal to at least twenty‐five (25%) percent of the said subscription, such paid‐up capital
being not less than five thousand (P5,000.00) pesos.
ELEVENTH: (Corporations which will engage in any business or activity reserved for Filipino citizens shall
provide the following):
"No transfer of stock or interest which shall 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
recorded in the proper books of the corporation and this restriction shall be indicated in all stock
certificates issued by the corporation."
1987 Constitution, Article XII, Section 2. All lands of the public domain, waters, minerals, coal,
petroleum, and other mineral oils, all forces of potential energy, fisheries, forests or timber, wildlife,
flora and fauna, and other natural resources are owned by the State. With the exception of
agricultural lands, all other natural resources shall not be alienated. The exploration, development,
and utilization of natural resources shall be under the full control and supervision of the State. The
State may directly undertake such activities, or it may enter into co‐production, joint venture, or
production‐sharing agreements with Filipino citizens, or corporations or associations at least sixty
per centum of whose capital is owned by such citizens. Such agreements may be for a period not
exceeding twenty‐five years, renewable for not more than twenty‐five years, and under such terms
and conditions as may be provided by law. In cases of water rights for irrigation, water supply
fisheries, or industrial uses other than the development of water power, beneficial use may be the
measure and limit of the grant. *** *** ***
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1987 Constitution, Article XII, Section 10. The Congress shall, upon recommendation of the
economic and planning agency, when the national interest dictates, reserve to citizens of the
Philippines or to corporations or associations at least sixty per centum of whose capital is owned
by such citizens, or such higher percentage as Congress may prescribe, certain areas of
investments. The Congress shall enact measures that will encourage the formation and operation
of enterprises whose capital is wholly owned by Filipinos.
In the grant of rights, privileges, and concessions covering the national economy and patrimony,
the State shall give preference to qualified Filipinos.
The State shall regulate and exercise authority over foreign investments within its national
jurisdiction and in accordance with its national goals and priorities.
1987 Constitution, Article XII, Section 11. No franchise, certificate, or any other form of
authorization for the operation of a public utility shall be granted except to citizens of the
Philippines or to corporations or associations organized under the laws of the Philippines, at least
sixty per centum of whose capital is owned by such citizens; nor shall such franchise, certificate,
or authorization be exclusive in character or for a longer period than fifty years. Neither shall any
such franchise or right be granted except under the condition that it shall be subject to
amendment, alteration, or repeal by the Congress when the common good so requires. The State
shall encourage equity participation in public utilities by the general public. The participation of
foreign investors in the governing body of any public utility enterprise shall be limited to their
proportionate share in its capital, and all the executive and managing officers of such corporation
or association must be citizens of the Philippines.
1987 Constitution, Article XVI, Section 11. (1) The ownership and management of mass media shall
be limited to citizens of the Philippines, or to corporations, cooperatives or associations, wholly‐
owned and managed by such citizens.
The Congress shall regulate or prohibit monopolies in commercial mass media when the public
interest so requires. No combinations in restraint of trade or unfair competition therein shall be
allowed.
(2) The advertising industry is impressed with public interest, and shall be regulated by law for the
protection of consumers and the promotion of the general welfare.
Only Filipino citizens or corporations or associations at least seventy per centum of the capital of
which is owned by such citizens shall be allowed to engage in the advertising industry.
The participation of foreign investors in the governing body of entities in such industry shall be
limited to their proportionate share in the capital thereof, and all the executive and managing
officers of such entities must be citizens of the Philippines.
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this .................... day of
.............................., 19 ........... in the City/Municipality of ........................................, Province of
................................................., Republic of the Philippines.
............................................
.............................................
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.............................................
................................................
(Names and signatures of the incorporators)
SIGNED IN THE PRESENCE OF:
............................................
.............................................
(Notarial Acknowledgment)
N.B. A stipulation not included in Sec. 15, can be added to conform with the requirement of Sec. 18,
instead of submitting a separate affidavit:
TWELVTH: That 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.
SAMPLE: Articles of Incorporation
ARTICLES OF INCORPORATION
OF
SANTO REALTY, INC.
Know All Men By These Presents:
That we, all of whom are of legal age and majority are residents of the Philippines, have on this
day, voluntarily associated ourselves together for the purpose of forming a stock corporation under the
laws of the Republic of the Philippines:
AND WE DO HEREBY CERTIFY:
FIRST: That the name of the Corporation shall be SANTO REALTY, INC.
SECOND: That the specific purposes for which said Corporation is formed are:
To acquire by purchase, lease, or otherwise, lands or interest in lands and realty, and to own,
hold, improve, develop, manage, and operate said land or lands or real estate so acquired, and to erect
or cause to be erected on any lands, owned, held, occupied, or acquired by the corporation, buildings
and other structures with their appurtenances, and to rebuild, enlarge, alter, improve, or remodel any
building or other structures now or hereafter erected on any lands or real estates so owned, held or
occupied, or otherwise dispose of any lands or real estate or interests in lands or real estates and in
buildings and other structures at anytime owned or held by the corporation.
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THIRD: That the place where the principal office of the corporation is to be established or located
is at 123 Rockwell Drive, Rockwell Center, Makati City, Philippines.
FOURTH: That 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.
FIFTH: That the names, nationalities and residences of the incorporators are as follows:
NAME
1. Donald Trump
2. Jonathan Francis Nepomuceno
3. Ma. Angela Aguinaldo
4. Ryan Christopher Teehankee
5. Jon Paulo Salvahan
6. Anderson Cooper
7. Francis Tom Temprosa
NATIONALITY
American
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
RESIDENCE
Trump Towers, Manhattan City,
New York, U.S.A.
123 Governor’s Place, Shaw Blvd.,
Mandaluyong City, Philippines
456 Apitong St., Ayala Alabang,
Muntinlupa City, Philippines
789 Teehankee St., Multinational
Village, Paranaque City, Philippines
1001 Vallejo St., Santa Rosa,
Laguna, Philippines
457 Apitong St., Ayala Alabang,
Muntinlupa City, Philippines
124 Governor’s Place, Shaw Blvd.,
Mandaluyong City, Philippines
SIXTH: That the number of directors of the Corporation shall be five (5) and that the names,
nationalities and residence of the Directors of said Corporation who shall act as such until their
successors are elected and have qualified as provided for in the by‐laws are as follows:
NAME
1. Donald Trump
2. Jonathan Francis Nepomuceno
3. Ma. Angela Aguinaldo
4. Ryan Christopher Teehankee
5. Jon Paulo Salvahan
NATIONALITY
American
Filipino
Filipino
Filipino
Filipino
RESIDENCE
Trump Towers, Manhattan City,
New York, U.S.A.
123 Governor’s Place, Shaw Blvd.,
Mandaluyong City, Philippines
456 Apitong St., Ayala Alabang,
Muntinlupa City, Philippines
789 Teehankee St., Multinational
Village, Paranaque City, Philippines
1001 Vallejo St., Santa Rosa,
Laguna, Philippines
SEVENTH: That the authorized capital stock of the Corporation is ONE HUNDRED MILLION PESOS
(P100,000,000.00)in lawful money of the Philippines, divided intoONE MILLION (1,000,000.00) shares
with the a par value of ONE HUNDRED PESOS (P 100.00) per share.
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EIGHT: That the authorized capital stock of the corporation has been fully subscribed
representing the sum of ONE HUNDRED MILLION PESOS (P 100,000,000.00), Philippine Currency, and at
least twenty (25%) per cent of the total subscription has been paid as follows:
Name
Nationality
1. Donald Trump
American
No.
Of
Subscribed
400,000
2. Jonathan Francis
Nepomuceno
Filipino
3. Ma. Angela Aguinaldo
Amount
Subscribed
P 40,000,000.00
Amount Paid
100,000
P 10,000,000.00
P 10,000,000.00
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
4. Ryan Christopher
Teehankee
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
5. Jon Paulo Salvahan
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
6. Anderson Cooper
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
7. Francis Tom Temprosa
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
1,000,000
P 100,000,000.00
P
100,000,000.00
TOTAL
Shares
P 40,000,000.00
NINTH: That Mr. Virgilio Macasaet 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 paid by the subscribers.
TENTH: That no transfer of stocks or interest therein which will reduce the ownership of Filipino
citizens to less than the percentage of the capital stock required by law shall be allowed or permitted to
be recorded in the Corporate Books and this restriction shall be indicated in all the stock certificates
issued by the corporation.
ELEVENTH: That 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.
IN WITNESS WHEREOF, we have hereunto affixed our signatures this 19th day of February 2009 at
the City of Makati, Philippines.
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INCORPORATORS
DONALD TRUMP
TIN No. 23‐5634‐5324
JONATHAN FRANCIS NEPOMUCENO
TIN No. 54‐6786‐3454
MA. ANGELA AGUINALDO
TIN No. 54‐6658‐9087
RYAN CHRISTOPHER TEEHANKEE
TIN No. 54‐6879‐0987
JON PAULO SALVAHAN
TIN No. 46‐0798‐8457
ANDERSON COOPER
TIN No. 76‐0978‐9834
FRANCIS TOM TEMPROSA
TIN No. 56‐0987‐7890
SIGNED IN THE PRESENCE OF:
PHILIPPE AQUINO
LUIS MARTIN TAN
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI
) S.S.
BEFORE ME, a Notary Public in and for Makati City, Philippines, this 19th day of February 2009
personally appeared:
Name
1. Donald Trump
Proof of Identification
Passport with No. US‐1000234
Date and Place issued
01‐01‐2007 / NY, U.S.A.
2. Jonathan Nepomuceno
Driver’s License with No.
5111037
Driver’s License with No.
8996383
Driver’s License with No.
8571535
02‐02‐2008 / Mandaluyong
City
03‐03‐2008 / Muntinlupa City
3. Ma. Angela Aguinaldo
4. Ryan Teehankee
04‐04‐2008 / Paranaque City
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5. Jon Paulo Salvahan
6. Anderson Cooper
7. Francis Tom Temprosa
Driver’s License with No.
5587423
Driver’s License with No.
1434403
Driver’s License with No.
1434402
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05‐05‐2008 / Santa Rosa City
06‐06‐2008 / Muntinlupa City
07‐07‐2008 / Mandaluyong
City
All known to me and to me known 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 the place first above written.
ALEXANDER F. LIM
Notary Public
Roll No. 1234
PTR No. 2345
CTC No. 3456
MCLE No. 4567
My commission expires on 31 December 2010
Doc. No. 1;
Page No. 1;
Book No. 1;
Series of 2009.
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BY‐LAWS
Sec. 47. Contents of by‐laws. ‐ Subject to the provisions of the Constitution, this Code, other special laws,
and the articles of incorporation, a private corporation may provide in its by‐laws for:
1. The time, place and manner of calling and conducting regular or special meetings of the directors or
trustees;
2. The time and manner of calling and conducting regular or special meetings of the stockholders or
members;
3. The required quorum in meetings of stockholders or members and the manner of voting therein;
4. The form for proxies of stockholders and members and the manner of voting them;
5. The qualifications, duties and compensation of directors or trustees, officers and employees;
6. The time for holding the annual election of directors of trustees and the mode or manner of giving
notice thereof;
7. The manner of election or appointment and the term of office of all officers other than directors or
trustees;
8. The penalties for violation of the by‐laws;
9. In the case of stock corporations, the manner of issuing stock certificates; and
10. Such other matters as may be necessary for the proper or convenient transaction of its corporate
business and affairs. (21a)
SAMPLE: By‐Laws
BY‐LAWSOF SANTO, INC.
ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section 1. Subscriptions ‐ Subscribers to the capital stock of the corporation shall pay to the
corporation the subscription value or price of the stock in accordance with the terms and conditions
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prescribed by the Board of Directors. Unpaid subscriptions shall not earn interest unless determined by
the Board of Directors.
Section 2. Certificate ‐ Each stockholder shall be entitled to one or more certificates for such fully
paid stock subscription in his name in the books of the corporation. The certificates shall contain the
matters required by law and the Articles of Incorporation. They shall be in such form and design as may
be determined by the Board of Directors and numbered consecutively. The certificates, which must be
issued in consecutive order, shall bear the signature of the President, mutually countersigned by the
Secretary or Assistant Secretary, and sealed with the corporate seal.
Section 3. Transfer of Shares ‐ Subject to the restrictions, terms and conditions contained in the
Articles of Incorporation, shares may be transferred, sold, ceded, assigned or pledged by delivery of the
certificates duly endorsed by the stockholder, his attorney‐in‐fact, or other legally authorized person.
The transfer shall be valid and binding on the corporation only upon record thereof in the books of the
corporation, cancellation of the certificate surrendered to the Secretary, and issuance of a new
certificate to the transferee.
No shares of stock against which the corporation holds unpaid claim shall be transferable in the
books of the corporation.
All certificates surrendered for transfer shall be stamped "Canceled" on the face thereof,
together with the date of cancellation, and attached to the corresponding stub with the certificate book.
Section 4. Lost Certificates ‐ In case any certificate for the capital stock of the corporation is lost,
stolen, or destroyed, a new certificate may be issued in lieu thereof in accordance with the procedure
prescribed under Section 73 of the Corporation Code
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Regular Meetings ‐ The regular meetings of stockholders, for the purpose of electing
directors and for the transaction of such business as may properly come before the meeting, shall be
held at the principal office on the 30th day of January of each year, if a legal holiday, then on the
following day.
Section 2. Special Meeting ‐ The special meetings of stockholders, for any purpose or purposes,
may at any time be called by any of 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, (b) President.
Section 3. Place of Meeting ‐ Stockholders' meetings, whether regular or special, shall be held in
the principal office of the corporation or at any place designated by the Board of Directors in the city or
municipality where the principal office of the corporation is located.
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Section 4. Notice of Meeting ‐ Notices for regular or special meetings of stockholders may be
sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the
meeting to each stockholder of record at his last known post office address or by publication in a
newspaper of general circulation. The notice shall state the place, date and hour of the meeting, and the
purpose or purposes for which the meeting is called. In case of special meetings, only matters stated in
the notice can be subject of motions or deliberations at such meeting.
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.
Section 5. Quorum ‐ Unless otherwise provided by law, in all regular or special meeting of
stockholders, a majority of the outstanding capital stock must be present or represented in order to
constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite
amount of stock shall be present.
Section 6. Conduct of Meeting ‐ Meeting of the stockholders shall be presided over by the
Chairman of the Board, or in his absence, the President, or if none of the foregoing is in office and
present and acting, by a chairman to be chosen by the stockholders. The Secretary shall act as Secretary
of every meeting, but if not present, the chairman of the meeting shall appoint a secretary of the
meeting. The chairman of the meeting may adjourn the meeting from time to time, without notice other
than announced at the meeting.
Section 7. Manner of Voting ‐ At all meetings of stockholders, a stockholder may vote in person
or by proxy executed in writing by the stockholder or his duly authorized attorney‐in‐fact. Unless
otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to
the Secretary.
All proxies must be in the hands of the Secretary before the time set for the meeting. Such
proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing
duly presented and recorded with the Secretary prior to a scheduled meeting or by their personal
presence at the meeting.
Section 8. Closing of Transfer Books of Fixing of Record Date ‐ For the purpose of determining
the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof or to receive payment of any dividend, or of making a determination of stockholders for any
proper purpose, the Board of Directors may provide that the stock and transfer books be closed for a
stated period, but not to exceed, in any case, twenty (20) days. If the stock and transfer books be closed
for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of
stockholders, such books shall be closed for at least ten (10) working days immediately preceding such
meeting. In lieu of closing the stock and transfer books, the Board of Directors may fix in advance a date
as the record date which shall in no case be more than twenty (20) days prior to the date on which the
particular action requiring such determination of stockholders is to be taken, except in instance where
applicable rules and regulations provided otherwise.
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ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers of the Board ‐ Unless otherwise provided by law, the corporate powers of the
corporation shall be exercised, all business conducted and all property of the corporation controlled and
held by the Board of Directors to be elected by and from among the stockholders. Without prejudice to
such general powers and such other powers as may be granted by law, the Board of Directors shall have
the following express powers:
a) From time to time, to make and change rules and regulations not inconsistent with these by‐
laws for the management of the corporation's business and affairs;
b) To purchase, receive, take or otherwise acquire in any lawful manner, for and in the name of
the corporation, any and all properties, rights, interest or privileges, including securities and bonds of
other corporations, as the transaction of the business of the corporation may reasonably or necessarily
require, for such consideration and upon such terms and conditions as the Board may deem proper or
convenient;
c) To invest the funds of the corporation in another corporation or business or for any other
purposes other than those for which the corporation was organized, whenever in the judgment of the
Board of Directors the interests of the corporation would thereby be promoted, subject to such
stockholders' approval as may be required by law;
d) To incur such indebtedness as the Board may deem necessary and, for such purpose, to make
and issue evidence of such indebtedness including, without limitation, notes, deeds of trust,
instruments, bonds, debentures, or securities, subject to such stockholders' approval as may be required
by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties and rights of the
corporation; provided that the borrowing shall be sourced from not more than nineteen (19) lenders;
e) To guarantee and secure payment of, for and in behalf of the obligations of other corporations
or entities in which it has lawful interest;
f) To make provisions for the discharge of the obligations of the corporation as they mature,
including payment for any property, or in stocks, bonds, debentures, or other securities of the
corporation lawfully issued for the purpose;
g) To sell, lease, exchange, assign, transfer or otherwise dispose of any property, real or personal,
belonging to the corporation whenever in the Board's judgment, the corporation's interest would
thereby be promoted;
h) To establish pension, retirement, bonus, profit‐ sharing, or other types of incentives or
compensation plans for the employees, including officers and directors of the corporation and to
determine the persons to participate in any such plans and the amount of their respective participation;
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i) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the corporation
or its officers are either plaintiffs or defendants in connection with the business of the corporation, and
likewise, to grant installments for the payments or settlement of whatsoever debts are payable to the
corporation;
j) To delegate, from time to time, any of the powers of the Board which may lawfully be
delegated in the course of the current business or businesses of the corporation to any standing or
special committee or to any officer or agent and to appoint any persons to be agents of the corporation
with such powers (including the power to sub‐delegate), and upon such terms, as may be deemed fit;
k) To implement these by‐laws and to act on any matter not covered by these by‐laws provided
such matter does not require the approval or consent of the stockholders under any existing law, rules
or regulation.
Section 2. Election and Term ‐ The Board of Directors shall be elected during each regular
meeting of stockholders and shall hold office for one (1) year and until their successors are elected and
qualified.
Section 3. Vacancies ‐ Any vacancy occurring in the Board of Directors other than by removal by
the stockholders or by expiration of term, may be filled by the vote of at least a majority of the
remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the
stockholders at a regular or at any special meeting of stockholders called for the purpose. A director so
elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of directors shall be filled
only by an election at a regular or at a special meeting of stockholders duly called for the purpose, or in
the same meeting authorizing the increase of directors if so stated in the notice of the meeting.
The vacancy resulting from the removal of a director by the stockholders in the manner provided
by law may be filed by election at the same meeting of stockholders without further notice, or at any
regular or at any special meeting of stockholders called for the purpose, after giving notice as prescribed
in this by‐laws.
Section 4. Meetings ‐ Regular meetings of the Board of Directors shall be held once every quarter
of the year on such dates and at such times and places as the Chairman of the Board, or in his absence,
the President, or upon the request of a majority of the directors and shall be held at such places as may
be designated in the notice.
Section 5. Notice ‐ Notice of the regular or special meeting of the Board specifying the date, time
and place of the meeting, shall be communicated by the Secretary to each director personally, or by
telephone, telex, telegram, facsimile or by written or oral message. A director may waive this
requirement, either expressly or impliedly.
Section 6. Quorum ‐ A majority of the number of directors as fixed in the Articles of
Incorporation shall constitute a quorum for the transaction of corporate business and every decision of
at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a
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corporate act, except for the election of officers which shall require the vote of a majority of all the
members of the Board.
Section 7. Conduct of the Meetings ‐ Meetings of the Board of Directors shall be presided over
by the Chairman of the Board, or in his absence, the President or if none of the foregoing is in office and
present and acting, by any other director chosen by the Board. The Secretary shall act as secretary of
every meeting, if not present, the Chairman of the meeting shall appoint a secretary of the meeting.
Section 8. Compensation ‐ By resolution of the Board, each director shall receive a reasonable
per diem allowance for the attendance at each meeting of the Board. As compensation, the Board shall
receive and allocate an amount of not more than ten percent (10%) of the net income before income tax
of the corporation during the preceding year. Such compensation shall be determined and apportioned
among the directors in such manner as the Board may deem proper, subject to the approval of
stockholders representing at least a majority of the outstanding capital stock at a regular or special
meeting of the stockholders.
ARTICLE IV
OFFICERS
Section 1. Election/Appointment ‐ Immediately after their election, the Board of Directors shall
formally organize by electing the Chairman, the President, one or more Vice‐ President, the Treasurer,
and the Secretary, at said meeting.
The Board may, from time to time, appoint such other officers as it may determine to be
necessary or proper. Any two (2) or more positions may be held concurrently by the same person,
except that no one shall act as President and Treasurer or Secretary at the same time.
Section 2. Chairman of the Board ‐ The Chairman of the Board of Directors shall preside at the
meetings of the directors and the stockholders. He shall also exercise such powers and perform such
duties as the Board of Directors may assign to him.
Section 3. President ‐ The President, who shall be a director, shall be the Chief Executive Officer
of the corporation and shall also have administration and direction of the day‐to‐day business affairs of
the corporation. He shall exercise the following functions:
a) To preside at the meetings of the Board of Directors and of the stockholders in the absence of
the Chairman of the Board of Directors;
b) To initiate and develop corporate objectives and policies and formulate long range projects,
plans and programs for the approval of the Board of Directors, including those for executive training,
development and compensation;
c) To have general supervision and management of the business affairs and property of the
corporation;
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d) To ensure that the administrative and operational policies of the corporation are carried out
under his supervision and control;
e) Subject to guidelines prescribed by law, to appoint remove, suspend or discipline employees
of the corporation, prescribe their duties and determine their salaries;
f) To oversee the preparation of the budgets and the statement of accounts of the corporation;
g) To prepare such statements and reports of the corporation as may be required of him by law;
h) To represent the corporation at all functions and proceedings;
i) To execute on behalf of the corporation all contracts, agreements and other instruments
affecting the interests of the corporation which require the approval of the Board of Directors, except as
otherwise directed by the Board of Directors;
j) To make reports to the Board of Directors and stockholders;
k) To sign certificates of stock;
l) To perform such other duties as are incident to his office or are entrusted to him by the Board
of Directors;
The President may assign the exercise or performance of any of the foregoing powers, duties and
functions to any other officer(s), subject always to his supervision and control.
Section 4. The Vice‐President(s) ‐ 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 President.
Section 5. The Secretary ‐ The Secretary must be a resident and a citizen of the Philippines. He
shall be the custodian of and shall maintain the corporate books and record and shall be the recorder of
the corporation's formal actions and transactions. He shall have the following specific powers and
duties:
a) To record or see to the proper recording of the minutes and transactions of all meetings of the
directors and the stockholders and to maintain minute books of such meetings in the form and manner
required by law;
b) To keep or cause to be kept record books showing the details required by law with respect to
the stock certificates of the corporation, including ledgers and transfer books showing all shares of the
corporation subscribed, issued and transferred;
c) To keep the corporate seal and affix it to all papers and documents requiring a seal, and to
attest by his signature all corporate documents requiring the same;
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d) To attend to the giving and serving of all notices of the corporation required by law or these
by‐laws to be given;
e) To certify to such corporate acts, countersign corporate documents or certificates, and make
reports or statements as may be required of him by law or by government rules and regulations;
f) To act as the inspector of the election of directors and, as such, to determine the number of
shares of stock outstanding and entitled to vote, the shares of stock represented at the meeting, the
evidence of a quorum, the validity and effect of proxies, and to receive votes, ballots or consents, hear
and determine all challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct
the election or vote. The Secretary may assign the exercise or performance of any or all the foregoing
duties, powers and functions to any other person or persons, subject always to his supervision and
control;
g) To perform such other duties as incident to his office or as may be assigned to him by the
Board of Directors or the President.
Section 6. Treasurer ‐ The Treasurer of the corporation shall be its chief fiscal officer and the
custodian of its funds, securities and property. The Treasurer shall have the following duties:
a) To keep full and accurate accounts of receipts and disbursements in the books of the
corporation;
b) To have custody of, and be responsible for, all the funds, securities and bonds of the
corporation;
c) To deposit in the name and to the credit of the corporation, in such bank as may be designated
from time to time by the Board of Directors, all the moneys, funds, securities, bonds and similar valuable
effects belonging to the corporation which may come under his control;
d) To render an annual statement showing the financial condition of the corporation and such
other financial reports as the Board of Directors, the Chairman, or the President, may, from time to time
require;
e) To prepare such financial reports, statements, certifications and other documents which may,
from time to time, be required by government rules and regulations and to submit the same to the
proper government agencies;
f) To exercise such powers and perform such duties and functions as may be assigned to him by
the President.
Section 7. Term of Office ‐ The term of office of all officers shall be for a period of one (1) year
and until their successors are duly elected and qualified. Such officers may however be sooner removed
for cause.
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Section 8. Vacancies ‐ If any position of the officers becomes vacant by reason of death,
resignation, disqualification or for any other cause, the Board of Directors by majority vote may elect a
successor who shall hold office for the unexpired term.
Section 9. Compensation ‐ The by‐laws officers shall receive such remuneration as the Board of
Directors may determine. All other officers shall receive such remuneration as the Board of Directors
may determine upon recommendation of the President. A director shall not be precluded from serving
the corporation in any other capacity as an officer, agent, or otherwise, and receiving compensation
therefor.
ARTICLE V
OFFICE
Section 1. Office ‐ The principal office of the corporation shall be located at the place stated in
Article III of the Articles of Incorporation. The corporation may have such other branch offices, either
within or outside the Philippines, as the Board of Directors may designate or as the business of the
corporation may, from time to time require.
ARTICLE VI
AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS
Section 1. External Auditors ‐ At the regular stockholders' meeting, the external auditor or
auditors of the corporation for the ensuing year shall be appointed. The external auditor or auditors
shall examine, verify and report on the earnings and expenses of the corporation and shall certify the
remuneration of the external auditor or auditors as determined by the Board of Directors.
Section 2. Fiscal 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.
Section 3. Dividends ‐ Dividends shall be declared and paid out of the unrestricted retained
earnings which shall be payable in cash, property or stock to all stockholders on the basis of outstanding
stock held by them, as often and at such times as the Board of Directors may determine and in
accordance with law and applicable rules and regulations.
ARTICLE VII
AMENDMENTS
Section 1. Amendments ‐ This by‐laws may be amended or repealed by the affirmative vote of at
least a majority of the Board of Directors and the stockholders representing a majority of the
outstanding capital stock at any stockholders' meeting called for the purpose. However, the power to
amend, modify, repeal or adopt new by‐laws may be delegated to the Board of Directors by the
affirmative vote of stockholders representing not less than two‐thirds of the outstanding capital stock;
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provided, however, that any such delegation of powers to the Board of Directors to amend, repeal or
adopt new by‐laws may be revoked only by the vote of the stockholders representing a majority of the
outstanding capital stock at a regular or special meeting.
ARTICLE VIII
SEAL
Section 1. Form and Inscriptions ‐ The corporate seal shall be determined by the Board of
Directors.
ARTICLE IX
ADOPTION CLAUSE
The foregoing by‐laws was adopted by all the stockholders of the corporation on April 12, 2009
at the principal office of the corporation.
IN WITNESS WHEREOF, we, the undersigned incorporators present at said meeting and voting
thereat in favor of the adoption of said by‐laws, have hereunto subscribed our names this 12 th day of
April 2009 at Makati City, Philippines.
SIGNATURES OF ALL INCORPORATORS
DONALD TRUMP
TIN No. 23‐5634‐5324
JONATHAN FRANCIS NEPOMUCENO
TIN No. 54‐6786‐3454
MA. ANGELA AGUINALDO
TIN No. 54‐6658‐9087
RYAN CHRISTOPHER TEEHANKEE
TIN No. 54‐6879‐0987
JON PAULO SALVAHAN
TIN No. 46‐0798‐8457
ANDERSON COOPER
TIN No. 76‐0978‐9834
FRANCIS TOM TEMPROSA
TIN No. 56‐0987‐7890
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MINUTES OF THE MEETING
Sec. 74. Books to be kept; stock transfer agent. ‐ Every corporation shall keep and carefully preserve at
its principal office a record of all business transactions and minutes of all meetings of stockholders or
members, or of the board of directors or trustees, in which shall be set forth in detail the time and place
of holding the meeting, how authorized, the notice given, whether the meeting was regular or special, if
special its object, those present and absent, and every act done or ordered done at the meeting. Upon
the demand of any director, trustee, stockholder or member, the time when any director, trustee,
stockholder or member entered or left the meeting must be noted in the minutes; and on a similar
demand, the yeas and nays must be taken on any motion or proposition, and a record thereof carefully
made. The protest of any director, trustee, stockholder or member on any action or proposed action
must be recorded in full on his demand.
The records of all business transactions of the corporation and the minutes of any meetings shall be
open to inspection by any director, trustee, stockholder or member of the corporation at reasonable
hours on business days and he may demand, writing, for a copy of excerpts from said records or
minutes, at his expense.
Any officer or agent of the corporation who shall refuse to allow any director, trustees, stockholder or
member of the corporation to examine and copy excerpts from its records or minutes, in accordance
with the provisions of this Code, shall be liable to such director, trustee, stockholder or member for
damages, and in addition, shall be guilty of an offense which shall be punishable under Section 144 of
this Code: Provided, That if such refusal is made pursuant to a resolution or order of the board of
directors or trustees, the liability under this section for such action shall be imposed upon the directors
or trustees who voted for such refusal: and Provided, further, That it shall be a defense to any action
under this section that the person demanding to examine and copy excerpts from the corporation's
records and minutes has improperly used any information secured through any prior examination of the
records or minutes of such corporation or of any other corporation, or was not acting in good faith or for
a legitimate purpose in making his demand.
***
***
***
MINUTES OF THE SPECIAL MEETING
OF THE BOARD OF DIRECTORS
OF
(NAME OF CORPORATION)
(PLACE OF MEETING)
(DATE OF MEETING)
PRESENT:
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ABSENT:
I.
Call to Order
Mr.
meeting
II.
to
order
and
, who was requested to act as Chairman of the Meeting, called the
presided over the same.
The Corporate Secretary,
, recorded the minutes of the proceedings.
Certification of Quorum
The Corporate Secretary certified that a quorum for the transaction of business existed, there
being present a majority of the members of the board of directors.
III.
Agenda
[Insert the business transactions, including resolutions approved by the board.]
V.
Adjournment
There being no further business to transact, the meeting was thereupon adjourned.
ATTEST:
Director
Chairman of the Meeting/Director
Director
Corporate Secretary/Director
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SAMPLE: Minutes of the Meeting
MINUTES OF THE SPECIAL MEETING
OF THE BOARD OF DIRECTORS
OF
ARCHIBALD AND WALDORF REALTY, INC.
Held at the 5th Floor, Tanduay Complex,
423 Brei Street, Makati City
14 February 2009
PRESENT:
GEORGIA LAGDAMEO
XIELA ANTONIO
ANNA DE GUZMAN
JUSTIN GUEVARRA
ABSENT:
CHASE CRAWFORD
I.
Call to Order
Mr. Justin Guevarra, who was requested to act as Chairman of the Meeting, called the meeting
to order and presided over the same. The Corporate Secretary, Atty. Anna de Guzman, recorded the
minutes of the proceedings.
II.
Certification of Quorum
The Corporate Secretary certified that a quorum for the transaction of business existed, there
being present a majority of the members of the board of directors.
III.
Transaction with Smart Telecom, Inc.
The Chairman informed the Board that the meeting was called to appoint Ms. Georgia
Lagdameo as the new authorized signatory of the Corporation for transactions with Smart Telecom, Inc.
in relation to its Oversees Call Communication Incentives Program.
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Upon motion duly made and seconded, the Board passed and approved the following
resolution:
“RESOLVED, That the Corporation hereby appoints its Director and Treasurer,
Ms. Georgia Lagdameo, as the Corporation’s authorized representative for all
transactions relating to Smart Telecom, Inc.’s Oversees Call Communication Incentives
Program;
“RESOLVED, FURTHER, That Ms. Georgia Lagdameo is hereby authorized to sign,
execute and deliver, for and in behalf of the Corporation, all forms, papers and
documents required by Smart Telecom, Inc. and to do all acts necessary for the purpose;
“RESOLVED, FINALLY, That this resolution revokes all prior resolutions on the
subject matter.”
IV.
Renewal of Lease Contract
The Board was also requested to appoint Mr. Justin Guevarra as the Corporation’s authorized
representative for the renewal of the lease contract over its office premises located at 5th Floor, Tanduay
Complex, 423 Brei Street, Makati City.
After discussions and upon motion duly made and seconded, the Board passed and approved
the following resolution:
“RESOLVED, That the Corporation is hereby authorized to renew the lease
contract over its office premises located at the 5th Floor, Tanduay Complex, 423 Brei
Street, Makati City having an area of One Hundred Fifty Square Meters (150), more or
less, under such terms and conditions as management may deem most beneficial to the
Corporation;
“RESOLVED, FURTHER, That the General Manager, Mr. Justin Guevarra, is
hereby authorized and empowered to sign, execute and deliver, for and in behalf of the
Corporation, the Contract of Lease and such other contracts and documents required
for the implementation of the authority granted herein.”
V.
Adjournment
There being no further business to transact, the meeting was thereupon adjourned.
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ATTEST:
JUSTIN GUEVARRA
GEORGIA LAGDAMEO
Chairman of the Meeting/Director
Director
XIELA ANTONIO
Director
MARIE CECILE ROQUE‐QUINTOS
Corporate Secretary/Director
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SECRETARY’S CERTIFICATE
When a Secretary's Certificate is regular on its face, it can be sufficiently relied on by a third
party who does not have to investigate the truth of the facts contained in such certification; otherwise
business transaction of corporations would become tortuously slow and unnecessarily hampered.40
REPUBLIC OF THE PHILIPPINES)
Province of
City/Municipality of
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
) S.S.
)
SECRETARY'S CERTIFICATE
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned Corporate Secretary of
Name of Corporation , INC., a domestic
corporation duly organized and existing under and by virtue of the laws of the Republic of the
Philippines, DO HEREBY CERTIFY that at a (regular/special) meeting of the Board of Directors of said
corporation held at its principal office in
, Philippines on
, duly called for
the purpose, a quorum being present and acted throughout, the following resolutions were
unanimously adopted, and are now in full force and effect, to wit:
"RESOLVED, that [insert board resolution]."
"RESOLVED, FURTHER, x x x."
I FURTHER CERTIFY that the person herein designated as officer of this Corporation has been duly
elected in accordance with the By‐Laws and now hold the office/title in this Corporation as stated
herein.
IN WITNESS WHEREOF, I have hereunto affixed my signature this
, Philippines.
CORPORATE SECRETARY
ATTESTED TO BY:
40
Esguerra v. Court of Appeals, 267 CRA 380 (1997).
at
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PRESIDENT
JURAT
SUBSCRIBED AND SWORN before me this........ day of ........................... 2008,
............................................. who exhibited to me his CTC No. ................................... issued on
................................. at ...........................................
by
Notary Public
Doc. No. .........:
Page No .......... ;
Book No.......... ;
Series of 20
.
SAMPLE: Secretary’s Certificate
REPUBLIC OF THE PHILIPPINES)
City of Makati
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
) S.S.
SECRETARY'S CERTIFICATE
KNOW ALL MEN BY THESE PRESENTS:
I, the undersigned Corporate Secretary of SANTO REALTY INC., a domestic corporation duly
organized and existing under and by virtue of the laws of the Republic of the Philippines, DO HEREBY
CERTIFY that at a SPECIAL meeting of the Board of Directors of said corporation held at its principal
office in 123 Rockwell Drive, Makati City Philippines on 01 April 2009 duly called for the purpose, a
quorum being present and acted throughout, the following resolutions were unanimously adopted, and
are now in full force and effect, to wit:
"RESOLVED, that Mr. Jonathan Francis Nepomuceno, President of SANTO Realty Inc. be
authorized to act for and in behalf of the corporation to initiate and maintain until
finality any suit or legal proceedings in connection with the collection of a sum of money
owed by Mr. John Doe to this corporation.
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"RESOLVED FURTHER, for this purpose, Mr. Jonathan Francis Nepomuceno is hereby
authorized to sign, execute, deliver and receive any documents, and to perform such
actions as may be necessary in furtherance of the power thus granted."
IN WITNESS WHEREOF, I have hereunto affixed my signature this 2nd day of April 2009 at Makati
City, Philippines.
MA. ANGELA AGUINALDO
CORPORATE SECRETARY
SANTO REALTY, INC.
ATTESTED TO BY:
JONATHAN FRANCIS NEPOMUCENO
PRESIDENT
SANTO REALTY, INC.
(JURAT)
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TREASURER’S AFFIDAVIT
Sec. 13. Amount of capital stock to be subscribed and paid for the purposes of incorporation. ‐ At least
twenty‐five percent (25%) of the authorized capital stock as stated in the articles of incorporation must
be subscribed at the time of incorporation, and at least twenty‐five (25%) per cent of the total
subscription must be paid upon subscription, the balance to be payable on a date or dates fixed in the
contract of subscription without need of call, or in the absence of a fixed date or dates, upon call for
payment by the board of directors: Provided, however, That in no case shall the paid‐up capital be less
than five Thousand (P5,000.00) pesos.
Sec. 14. Contents of the articles of incorporation. ‐ All corporations organized under this code shall file
with the Securities and Exchange Commission articles of incorporation in any of the official languages
duly signed and acknowledged by all of the incorporators, containing substantially the following
matters, except as otherwise prescribed by this Code or by special law:
***
***
***
The Securities and Exchange Commission shall not accept the articles of incorporation of any stock
corporation unless accompanied by a sworn statement of the Treasurer elected by the subscribers
showing that at least twenty‐five (25%) percent of the authorized capital stock of the corporation has
been subscribed, and at least twenty‐five (25%) of the total subscription has been fully paid to him in
actual cash and/or in property the fair valuation of which is equal to at least twenty‐five (25%) percent
of the said subscription, such paid‐up capital being not less than five thousand (P5,000.00) pesos.
TREASURER'S AFFIDAVIT
REPUBLIC OF THE PHILIPPINES )
CITY/MUNICIPALITY OF ) S.S.
PROVINCE OF )
I,
being duly sworn, 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 subscription has been
paid, and received by me, in cash or property, in the amount of not less than P5,000.00, in accordance
with the Corporation Code.
This is also to authorize the Securities and Exchange Commission and Bangko Sentral ng Pilipinas
to examine and verify the deposit in the
in my name as Treasurer‐in‐Trust
for (NAME OF CORPORATION) in the amount of Two Hundred Fifty Thousand Pesos (P250,000)
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
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incorporation, this will also serve as authority to 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 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.
(Signature of Treasurer)
SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City/Municipality of
Province of
, this
day of
, 20 ; by
with Driver’s License. No.
issued at
on
, 20
.
Notary Public
Doc No.
Page No.
Book No.
Series of 20
.
SAMPLE: Treasurer’s Affidavit
Republic of the Philippines
City of Makati, Metro Manila
x‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐x
)
) S.S.
TREASURER'S AFFIDAVIT
I, Ronald McDonald, Filipino, of legal age, single, and a resident of Unit 2001 Manansala
Condominiums, Rockwell Drive, Makati City, Philippines, after being sworn to in accordance with law,
depose and state:
That I have been elected by the subscribers of the Santo Realty Inc. as Treasurer‐in‐Trust 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 twenty‐five (25%)
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percent of the authorized capital stock has been subscribed and at least twenty‐five (25%) percent of
the subscription has been paid and received by me in cash for the benefit and credit of the corporation.
This is also to authorize the Securities and Exchange Commission (SEC) and Bangko Sentral ng
Pilipinas (BSP) to examine and verify the deposit in the Bank of the Philippine Islands, Rockwell Branch,
in my name as Treasurer‐in‐Trust for SANTO REALTY, INC. in the amount of One Hundred Million Pesos
(P100,000,000.00) 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 examine the pertinent books and
records of accounts of the corporation as well as supporting papers to determine the utilization and
disbursement of the said paid‐up capital.
RONALD MCDONALD
Treasurer‐in‐Trust
JURAT
Subscribed and sworn to before me, in the City of Makati, this 19th day of February, 2009 by with
Driver’s License Number C10‐09‐000067 issued by the Land Transportation Office, East Ave., Quezon
City on November 1, 2009, and expiring on November 1, 2011.
FRANCIS TOM F. TEMPROSA
Notary Public
Roll No. 1234
PTR No. 2345
CTC No. 3456
MCLE No. 4567
My commission expires December 31, 2010
Doc. No. 3
Page No. 1
Book No. 1
Series of 2009.
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SEC DOCUMENTARY REQUIREMENTS FOR REGISTRATION
OF STOCK CORPORATIONS
DOCUMENTARY REQUIREMENTS FOR REGISTRATION
OF
CORPORATIONS
(as of July 1, 2006)
• All applications and supporting documents must be in six (6) copies and havecover sheets.
• Documents signed abroad must be authenticated by the Philippine Embassy orConsulate in the
country where signed.
• All audited Financial Statements and special audit reports must be certified byan independent
Certified Public Accountant (CPA), with Statement ofRepresentation filed with the SEC. Said Statement
must indicate the CPA Cert.No., PRC/BOA No. and the PTR No. of the CPA.
• All applications must indicate the Tax Identification Number (TIN) of thesignatories.
I.
REGISTRATION OF CORPORATIONS
A. STOCK CORPORATION
Basic Requirements
1. Name Verification Slip (secure online or from SEC Name Verification Unit )
2. Articles of Incorporation and By‐laws
3. Treasurer’s Affidavit
4. Affidavit of incorporator or director undertaking to change corporate name (not required if
Articles of Incorporation has provision on this commitment)
5. Registration Data Sheet
Additional Requirements
6. Indorsement/clearance from other government agencies, if applicable.
7. For corporations with foreign equity: Proof of remittance by non‐resident aliens and foreign
corporate subscribers who want to register their investment with the Bangko Sentral ng
Pilipinas ( BSP )
8. For corporations with more than 40% foreign equity: SEC Form No. F‐ 100
9. For corporations with Philippine Economic Zone Authority (PEZA), Subic Bay Metropolitan
Authority (SBMA) or other economic zones application: Certificate of Authority or indorsement
from said government agencies
10. For call centers:
a. Business Plan/Modus Operandi
b. List of prospective clients
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11. Additional requirements based on kind of payment of subscription indicated hereunder
a. Cash
1. Bank Certificate of deposit of paid up capital notarized in place where signed
2. For corporations with foreign subscribers who want to register their investment s with the
BSP: Proof of inward remittance or bank certificate
b. Land and/ Building/Condominium Unit
1. Detailed schedule of the property showing its registered owner, location, area, TCT No., tax
declaration number and the basis of the transfer value (market value/assessed value/ zonal
value or appraised value )
2.
Copy of TCT/CCT and tax declaration sheet, certified by the Register of Deeds and the
Assessor’s Office, respectively
3. If transfer value is based on zonal value: Latest zonal valuation certified by the Bureau of
Internal Revenue (BIR)
4. If transfer value is based on appraised value: Appraisal report by a licensed real estate
appraiser (not more than six [6] months old)
5. Deed of assignment with primary entry by the Register of Deeds
6.
If property is mortgaged: Mortgagee/creditor’s certification on the outstanding loan
balance and his consent to the transfer of property
7. For assignment of a building where the assignor is not the owner of the land: Lease contract
on the land and consent of the land owner to the transfer
8.
Affidavit of the transferor that the building/condominium unit is existing and in good
condition
9. Affidavit of undertaking by any incorporator or director to submit the proof of transfer of the
property within the prescribed period
c. Inventories /Furniture/Personal Properties
1. Detailed schedule of the property showing its description and the basis of transfer value
(market value or book value)
2. Special audit report by an independent CPA on the verification and valuation of the property
3. Deed of assignment of the property to the corporation
4. Affidavit of the transferor that the inventories/ furniture/personal properties are existing
and in good condition
d. Heavy Equipment and Machinery
1. Detailed schedule of the property showing its description and the basis of transfer value
(book value or appraised value)
2. Appraisal report by a licensed mechanical engineer (not more than six [6] months old). If the
property is imported, submit valuation report by the BSP instead
3. Deed of assignment of the property to the corporation
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4. Affidavit of the transferor that the heavy equipment/machinery is existing and in good
condition
e. Shares of Stock
1. Detailed schedule of the shares of stock indicating the stockholder, stock certificate number,
number of shares and the basis of transfer value (market value or book value)
2. Audited financial statements of the investee company as of the last fiscal year, stamped
received by the SEC and the BIR
3. Deed of assignment of the shares of stock to the corporation
4. Certification by the corporate secretary of the investee company that the shares are
outstanding in the name of the assignor
5. Photocopy of the stock certificates (present original for verification)
6. If shares of stock are listed in the stock exchange: Latest market quotation in thenewspaper
or certification from the stock exchange/broker on the latest market price of the shares of stock
7. Affidavit of undertaking by any incorporator or director to submit the proof of transfer
within the prescribed period
f. Motor Vehicles
1. Detailed inventory of the motor vehicles showing the registered owner, make/model, plate
number, chassis number, motor number, certificate of registration number, and market value
2. Photocopy of the Certificate of Registration and official receipt of annual registration fee
(present original for verification)
3. Appraisal report by a licensed mechanical engineer (not more than six [6] months old)
4. Deed of assignment of the motor vehicle to the corporation
5. Affidavit of the trans feror that the motor vehicle is existing and in good condition
6. Affidavit of undertaking by any incorporator or director to submit the proof of transfer
within the prescribed period
g. Sea Vessel/Aircraft
1. Detailed inventory of the vessel/aircraft showing the registered owner, registry number,
technical description, and appraised value
2. Certified true copy of the certificate of ownership
3. Certificate of seaworthiness/airworthiness issued by the appropriate government agency
4. Appraisal report by a licensed mechanical engineer (not more than six [6] months old)
5. Deed of assignment of the vessel/aircraft to the corporation
6. Affidavit of the transferor that the sea vessel/aircraft is existing and in good condition
7. Affidavit of undertaking by any incorporator/director to submit the proof of transfer within
the prescribed period
h. Intangibles
1. Photocopy of the Certificate of Registration of Intellectual Property rights, mining permit (for
mining claims/rights)
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2. Appraisal report by an accredited appraisal company (not more than six [6] months old)
3. Deed of assignment of intangibles to the corporation
i. Net Assets (by way of conversion of single
proprietorship/partnership into corporation or by way of spin‐off)
1. Articles of Dissolution of Partnership
2. Audited financial statements of the single proprietorship/partnership/division of a
corporation (for spin off) as of the last fiscal year
3. Long‐form audit report of item 2
4. Deed of assignment of the assets and liabilities to the corporation
5. Separate deed of the assignment for land with primary entry by the Register of Deeds
6. List of creditors , with the amount due to each creditor and the consent of each creditor,
certified by the company accountant
7. Detailed schedule of the properties with certificate of registration/titles and their respective
book values
8. Photocopy of the Certificate of Registration of the motor vehicle (present original for
verification)
9. Photocopy of the TCT/CCT and tax declaration sheet, certified by the Register of Deeds and the
Assessor’s Office, respectively
10. For single proprietorships: Department of Trade and Industry (DTI) Certificate of Registration
Notes :
1. Items 5 to 10 shall be complied with only if applicable
2. The corporation should use the name of the partnership dropping only the word “company”
and adding either the word “corporation” or “incorporated”, or its abbreviation
3. The filing of the Articles of Dissolution and Articles of Incorporation or Increase of Authorized
Capital Stock should be simultaneous
***
***
***
II. LICENSING OF FOREIGN CORPORATIONS
A. BRANCH OFFICE and REPRESENTATIVE OFFICE
1.
a)
b)
c)
Application Form
SEC Form No. F‐103 ‐ for Branch Office
SEC Form No. F‐104 ‐ for Representative Office
SEC Form No. F‐108 ‐ for Non‐stock corporations
2. Name Verification Slip
3. Authenticated copy of the Board Resolution authorizing the establishment of branch/
representative office in the Philippines; designating the resident agent to whom summons and
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other legal processes may be served to the foreign corporation; and stipulating that in the
absence of such agent or upon cessation of its operation in the Philippines, any summons or
legal processes may be served to SEC as if the same is made upon the corporation at its home
office
4. Financial Statements as of a date not exceeding one (1) year immediately prior tothe
application, certified by an independent CPA of the home country and authenticated before the
Philippine Consulate/Embassy
5. Authenticated copy of the Articles of Incorporation with an English translation if in foreign
language other than English
6. Proof of Inward Remittance, such as bank certificate
7. Registration Data Sheet
8. Resident Agent’s acceptance of appointment (not required if the resident agent is the
signatory in the application form)
9. For Representative Office and Branch Office of non‐stock corporations: Affidavit signed by
the resident agent stating that the applicant is solvent and in sound financial condition
B. REGIONAL OR AREA HEADQUARTERS andREGIONAL OPERATING HEADQUARTERS
1. Application Form
2. Name Verification Slip
3. A certification from the Philippine Consulate/Embassy or the Philippine Commercial Office
or from the equivalent office of the Philippine DTI in the applicant’s home country that said
foreign firm is an entity engaged in international trade with affiliates, subsidiaries or branch
offices in the Asia Pacific and other foreign markets; in case the certification is issued by the
equivalent office of the Philippine DTI, the same shall be authenticated by the Philippine
Consulate/Embassy
4. A certification from the principal officer of the foreign entity that the said foreign entity has
been authorized by its board of directors or governing body to establish its regional or area
headquarters or regional operating headquarters in the Philippines
6. Indorsement of the Board of Investmnets (BOI)
Notes: Within 30 days from receipt of license:
1. For Regional or Area Headquarters: proof of remittance of at least US$50,000
2. For Regional Operating Headquarters: proof of remittance of at least US$200,000
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IV. OTHER APPLICATIONS
A. FOR CORPORATIONS
I. AMENDED ARTICLES OF INCORPORATION
(for stock and non‐stock domestic corporations)
1. Amended Articles of Incorporation
2 Directors ’/Trustees ’ Certificate – a notarized document signed by a majority of the
directors/trustees and the corporate secretary, certifying the amendment of the Articles of
Incorporation, indicating the amended provisions, the vote of the directors /trustees and
stockholders /members, the date and place of the stockholders’ or members’ meeting; the TIN
of the signatories should be indicated below their names
3. Company Data Maintenance Form
Additional Requirements
4. Indorsement /clearance from other government agencies, if applicable
If the provision to be amended is the corporate name
5. Name Verification Slip
6. Affidavit of a director/trustee or officer undertaking to change corporate name
II. AMENDED BY‐LAWS
(for stock and non‐stock domestic corporations)
1. Amended By‐laws
2. Directors’/Trustees’ Certificate – a notarized document signed by a majority of the
directors/trustees and the corporate secretary , certifying the amendment of the By‐
laws, indicating the amended provisions, the vote of the directors /trustees and
stockholders /members, the date and place of the stockholders ’ or members’ meeting
3. Company Data Maintenance Form
III. INCREASE OF AUTHORIZED CAPITAL STOCK
Basic Requirements
1. Certificate of Increase of Capital Stock
2. Treasurer’s Affidavit certifying the increase of capital stock, the amount subscribed and the
amount received as payment
3. List of stockholders as of the date of the meeting approving the increase, indicating the
nationalities of the subscribers and their respective subscribed and paid‐up capital on
the present authorized capital stock, certified by the corporate secretary
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4. Amended Articles of Incorporation
5. Directors’ Certificate – a notarized document signed by a majority of the directors and the
corporate secretary , certifying the amendment of the Articles of Incorporation
increasing the authorized capital stock, the votes of the directors and the stockholders,
and the date and place of the stockholders ’ meeting
6. Company Data Maintenance Form
7. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
Additional requirements depending on the kind of payment on subscription
a. Cash
1. A report rendered by an independent CPA on the verification of the cash payment on
subscription to the increase
2. Copy of the official receipt, deposit slip, bank statement/passbook
3. Trial balance as of the end of the month immediately preceding the submission of the
requirements, which includes the additional capital infusion, certified by the company
accountant
4. Written waiver of pre‐emptive rights by non‐subscribing stockholders
Note: Disregard item 1 if payment on subscription is already reflected in the audited financial
statements (item 7 of the basic requirements), and said additional capital infusion is
reflected in the Cash Flow Statement
b. Conversion of advances/liabilities to equity
1.
A report rendered by an independent CPA on the verification of the advances to be
converted to equity
2. Detailed schedule of the liabilities to be offset , as of the date of trial balance, certified by the
company accountant
3. Trial balance as of the end of the month immediately preceding the submission of the
requirements, which includes the subject advances/liabilities, certified by the company
accountant
4. Deed of Assignment signed by the creditor/subscriber assigning the advances as payment on
his subscription
Note: If subject advances are reflected in the audited financial statements (item 7 of the basic
requirements), submit a certification from the auditor identifying the creditors and the
amount owed to each, in lieu of item 1
c. Stock dividends
1. Long form audit report on the audited financial statements (item 7 of the basic
requirements), which includes an analysis of the retained earnings account for the last five (5)
years
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2. List of stockholders entitled to the stock dividend with their respective outstanding shares
and the allocation of the stock dividend, certified by the corporate secretary
3. Certification by the corporate secretary as to the treatment of the resulting fractional shares,
if any
d. For other forms of property as payment, submit the additional
requirements enumerated for registration of stock corporations
IV. DECREASE OF AUTHORIZED CAPITAL STOCK
1. Certificate of Decrease of Authorized Capital Stock
2. Audited financial statements as of last fiscal year, stamped received by the SEC and the BIR
3. If involving return of capital: Long form audit report and list of creditors with the consent of
each creditor, certified by company accountant
4. List of stockholders before and after the decrease, certified by the corporate secretary
5. Amended Articles of Incorporation
6. Directors’ Certificate – a notarized document signed by a majority of the directors and the
corporate secretary , certifying the amendment of the Articles of Incorporation to decrease the
authorized capital stock, the votes of the directors and the stockholders, and the date and place
of the stockholders ’ meeting
7. Publisher’s affidavit of the publication of the decrease of capital (once in a newspaper of
general circulation)
8. Company Data Maintenance Form
V. RECLASSIFICATION/DECLASSIFICATION/CONVERSION OF SHARES
1. Directors’ Certificate – a notarized document signed by a majority of the directors and the
corporate secretary, certifying the amendment of the articles of incorporation classifying the
shares of stock, the votes of the directors and the stockholders, and the date and place of the
stockholders’ meeting
2. Amended Articles of Incorporation
3. List of stockholders showing the names, nationalities and stockholdings before and after the
reclassification/declassification/conversion, certified by the corporate secretary
4. Audited financial statements as of the last fiscal year, stamped received by the SEC andthe
BIR
VI. MERGER/CONSOLIDATION
1. Articles of Merger/Consolidation
2. Plan of Merger
3. List of stockholders of the constituent corporations before the merger/consolidation, and list
of stockholders of record of the surviving corporation after the merger/consolidation, certified
by the corporate secretary
4. Certification, under oath, by the corporate secretary , on the meetings of the directors and
stockholders of the constituent corporations approving the merger/consolidation
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5. Audited financial statements of the constituent corporations as of a date not earlier than 120
days prior to the date of filing of the application in accordance with PFRS 3 ( Accounting
Standard on Business Combination)
6. For absorbed corporations: Long‐form audit report of item 5
7. List of creditors, if any
8. Where both or all the constituent corporations are solvent: Certification, under oath, by the
president, chief finance officer or treasurer, that creditors have been properly notified of the
proposed merger/consolidation
9. Where at least one of the constituent corporations is insolvent: Affidavit of publication in a
newspaper of general circulation of the proposed merger/consolidation
10. Company Data Maintenance Form.
1. If the surviving corporation will not issue shares of stock or create additional paid‐in
Capital: Disregard item 6.
2. If the merger will be effected via increase of capital stock; Submit also the requirements
for Increase of Authorized Capital stock
3. For the consolidation of Authorized Capital Stock
4. For consolidation: Submit also the requirements for the registration of the stock
corporation.
VII. INCREASE OF FOREIGN EQUITY
(for corporations registered under theForeign Investments Act )
Mode of payment:
a. Assignment of Filipino stockholdings to non‐Philippine nationals
1. SEC Form No. F‐101 or F‐102
2. Original copy of the Deed of Assignment
b. Issuance of new stocks from the unsubscribed capital stock
1. SEC Form No. F‐101 or F‐102
2. Form F‐10‐1
c. Increase or Decrease of authorized capital stock
1. SEC Form No. F‐101 or F‐102
2. Requirements for Increase/Decrease of Capital Stock
d. Merger or Consolidation
1. SEC Form No. F‐101 or F‐102
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2. Requirements for merger or consolidation
VIII. DISSOLUTION (by shortening corporate term )
1. Directors’ Certificate – a notarized document signed by a majority of the directors
/trustees and the corporate secretary , certifying the amendment of the Articles of
Incorporation shortening the corporate term, the votes of the directors/trustees and
stockholders /members, and the date and place of the stockholders’/members’ meeting
2. Amended Articles of Incorporation
3. Audited financial statements as of date of the stockholders ’ meeting approving the
dissolution or any date thereafter but not earlier than 60 days prior to the date of filing of the
application
4. List of creditors, if any, and the consent of the creditors, or certification as to non‐ existence
of creditors
5. BIR tax clearance
6. Publisher’s affidavit of the publication of the notice of dissolution of the corporation (once a
week for three [3] consecutive weeks)
7. Indorsement /clearance from other government agencies, if applicable
Note: In cases where there are creditors and the consent of the creditors was not secured, the
application should be in the form of a petition to be filed with Office of General Counsel
of the SEC.
IX. QUASI‐REORGANIZATION
1. Letter requesting approval to undergo quasi‐reorganization
2. Certification, under oath, by the corporate secretary , on the board resolution approving
the quasi‐reorganization
3. Appraisal report of the fixed assets (real properties, permanently installed fixed assets and
machineries and equipment directly needed and actually used in the business)
4. Schedules showing the details of the appraised properties
5. Latest audited financial statements of the corporation, stamped received by the SEC and the
BIR
6. Analysis of the revaluation increment
7. Projected financial statements for the next five (5) years
X. EQUITY RESTRUCTURING
1. Letter requesting approval to undergo equity restructuring
2. Certification, under oath, by the corporate secretary, on the board resolution approving the
equity restructuring plan
3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
XI. CREATION OF ADDITIONAL PAID‐IN CAPITAL
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1. Letter requesting approval for the creation of the additional paid in capital
2. Certification, under oath, by the corporate secretary, on the board resolution approving the
creation of the additional paid‐in capital
3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
Note: For additional requirements: Refer to the additional requirements for Increase of the
Authorized Capital Stock depending on the kind of payment on subscription
XII. CASH DIVIDEND DECLARATION
1. Certification, under oath, by the corporate secretary , on the board resolution declaring the
cash dividends
2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
3. Audited financial statements used as the basis for such declaration stamped received by the
SEC and the BIR (to be submitted also if the basis is other than item 2)
XIII. STOCK DIVIDEND DECLARATION
1. Certification, under oath, by the corporate secretary , on the declaration of stock dividends
by majority of the directors and the stockholders representing at least 2/3 of the outstanding
capital stock
2. Audited financial statements as of the last fiscal year, stamped received by the SEC andthe
BIR
3. Audited financial statements used as the basis for such declaration, stamped received bythe
SEC and the BIR (to be submitted also if the basis is other than item 2)
4. List of stockholders as of the date of meeting approving the declaration, with the respective
subscribed capital stock of each stockholder and with the allocation of the stock dividend,
certified by the corporate secretary
5. Analysis of Capital Structure, signed by the treasurer, under oath
6. Company Data Maintenance Form
XIV. PROPERTY DIVIDEND DECLARATION
1. Certification, under oath, by the corporate secretary, on the board resolution declaring the
property dividends
2. List of stockholders and the allocation of the property dividend, certified by the corporate
secretary
3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
4. Detailed schedule of the property account appearing in the audited financial statements
5. Certification by the president that the property is no longer needed in the operation of the
company
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XV. CERTIFICATION OF PAID‐UP CAPITAL/CAPITAL STRUCTURE
1. Request for certification
2. Audited financial statements as of the last fiscal year, stamped received by the SEC andthe
BIR
3. List of stockholders, showing the names and the subscribed and paid‐up capital of each
stockholder, certified by the corporate secretary
Note: For additional requirements in case the payment to subscription came in after the balance
sheet date: Refer to the additional requirements for Increase of Authorized Capital
Stock depending on the kind of payment on subscription
XVI. CERTIFICATION OF PERCENTAGE OF OWNERSHIP
1. Request for certification
2. List of stockholders , showing the names, nationalities, amount subscribed and paid‐up
capital of each stockholder, certified by corporate secretary
3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
4. Stock and transfer book of the corporation (to be presented for verification)
XVII. CREATION OF BONDED INDEBTEDNESS
1. Certificate of creation of bonded indebtedness
2. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
3. If item 2 is more than six (6) months old: Unaudited financial statements for the current year
period, certified by the company accountant
4. List of the company’s properties , with the book, appraised or bondable values of the
properties which will be used to secure the projected bond issues, certified by the company
accountant or comptroller
5. Projected financial statements, showing the utilization of the proceeds of the bonds and the
redemption of the bond issues, signed by the company accountant or comptroller
6. Trust indenture, signed by the corporation and the trustee
7. Sample form of the mortgaged bond certificate to be issued
XVIII. CONFIRMATION OF VALUATION
1. SEC Form 10‐1/letter request confirming the valuation
2. Certification, under oath, by the corporate secretary, on the board resolution approving the
additional issuance of shares of stock
3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
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4. List of stockholders, with the nationalities, amount subscribed and paid up, and the
subscribers to the new shares, signed by the corporate secretary, under oath
Note: For additional requirements: Refer to the additional requirements for Increase of
Authorized Capital Stock depending on kind of payment
XIX. VOTING TRUST AGREEMENTS
1. Voting Trust Agreement
2. Certification on the number of shares of trustees, signed by the corporate secretary
***
***
***
C. FOR FOREIGN CORPORATIONS
I. DEPOSIT OR SUBSTITUTION OF SECURITIES DEPOSITED BY THE BRANCHOFFICE
1. Cover letter requesting acceptance of the securities deposit
2. Photocopy of the confirmation of sale or original copy of the government bonds
3. Letter request for earmarking of treasury bills for SEC deposit, stamped received by the
Bureau of Treasury
4. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
II. WITHDRAWAL OF LICENSE OF FOREIGN CORPORATIONS
1. Petition for withdrawal of license
2. Authenticated copy of the board resolution approving the withdrawal
3. Audited financial statements as of the last fiscal year, stamped received by the SEC and the
BIR
4. List of creditors, if any, and consent of each creditor, or certification as to non‐existence of
creditors
5. Original license issued by the SEC
6. Publisher’s affidavit evidencing the publication of the notice of withdrawal (once a week for
three [3] consecutive weeks)
7. BIR tax clearance
III.
WITHDRAWAL OF LICENSE OF AREA OR REGIONAL HEADQUARTERSand REGIONAL OPERATING
HEADQUARTERS
1.
2.
3.
4.
Petition for withdrawal of license
Authenticated copy of the board resolution approving the withdrawal
Original license issued by the SEC
Indorsement by the BOI
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IV. AMENDMENT OF LICENSE OF FOREIGN CORPORATIONS
Basic Requirements
1. Petition for amendment of license
2. Board resolution approving the amendments
Additional requirements
a. Amendment of corporate/partnership name
a.1. Name Verification Slip
a.2. Affidavit of a director/partner undertaking to change company name
b. Change/appointment of resident agent
b.1. Board resolution or letter of appointment
b.2. Acceptance by the resident agent
MINIMUM PAID‐UP CAPITAL REQUIREMENT
BASED ON INDUSTRY:
Break Bulk Agent
Cargo Consolidator
Financing Company
Metro Manila and other 1st class cities
Other classes of cities
Municipalities
Freight Forwarders
Domestic
International
Health Maintenance Organization
Insurance
Insurance Broker
Reinsurance Broker
Insurance Broker and Reinsurance Broker
Life Insurance Company
Non‐Life Insurance Company
Reinsurance Company
Investment Adviser/Manager
Investment Company
Investment House
Mining
Non‐Vessel Operating Common Carrier
Pawnshop
Pre‐Need Plan Issuer
Pre‐Need Plan Agent
P
P
P
P
250,000.00
400,000.00
P 10,000,000.00
5,000,000.00
2,500,000.00
P
250,000.00
P 2,000,000.00
P 10,000,000.00
P 20,000,000.00
P 20,000,000.00
P 50,000,000.00
P1,000,000,000.00
P1,000,000,000.00
P2,000,000,000.00
P 10,000,000.00
P 50,000,000.00
P 300,000,000.00
P 2,500,000.00
P 4,000,000.00
P
100,000.00
P100,000,000.00
P 5,000,000.00
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Recruitment for Local Employment
Corporation
Partnership
Recruitment for Overseas Employment
Retail Trade with Foreign Equity
P
500,000.00
P
200,000.00
P 2,000,000.00
US$2,500,000.00
School (for stock corporations)
Elementary Education
P 1,000,000.00
Elementary & Secondary Education
P 2,500,000.00
Elementary, Secondary, Tertiary, Post/Graduate Education P 5,000,000.00
Security Agency
Securities Broker/Dealer
(New/SRO‐Member)
Securities Broker/Dealer
(Existing/SRO‐Member)
Securities Broker/Dealer in Proprietary Shares
(Non‐SRO‐Member)
Special Purpose Vehicle
Special Purpose Corporation
Transfer Agent
P
500,000.00
P 100,000,000.00
P 10,000,000.00
P
5,000,000.00
P 31,250,000.00
P 5,000,000.00
P 1,000,000.00
BASED ON FOREIGN EQUITY:
Domestic Corporations with more than 40%
foreign equity
− Domestic Market Enterprise
− Export Market Enterprise
Foreign Branch Office
− Domestic market enterprise
− Export market enterprise
Partnership with foreign partner
− Domestic market enterprise
− Export market enterprise
Foreign Representative Office
Regional Area Headquarters (RHQ)
Regional Operating Headquarters (ROHQ)
US$ 200,000.00
P
5,000.00
US$ 200,000.00
P
5,000.00
US$ 200,000.00
P
3,000.00
US$ 30,000.00
US$ 50,000.00
US$ 200,000.00
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BUSINESSES REQUIRING ENDORSEMENTS FROM OTHER GOVERNMENT AGENCIES *
Air Transport
Banks,
Pawnshops
or
other
Financial
Intermediaries with Quasi‐Banking Functions
Charitable Institutions
Educational Institutions (stock and non‐stock)
Electric Power Plants
Hospitals/ Health
Insurance
Neighborhood
Professional Associations
Radio, TV, Telephone
Recruitment for Overseas Employment
Security Agency
Water Transport/Shipbuilding/Ship Repair

Civil Aeronautics Board
Bangko Sentral ng Pilipinas
Department of Social Welfare and Development
Elementary to High School: Department of
Education
College, Tertiary Course: Commission of Higher
Education
Technical Vocational Course: Technical Education
Skills and Development Authority
Department of Energy
Department of Health
Insurance Commission
Housing and Land Use Regulatory Board
Professional Regulation Commission
National Telecommunications Commission
Philippine Overseas Employment Administration
Philippine National Police
Maritime Industry Authority
Indorsements, if applicable, shall form part of the registration papers
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SEC EXPRESS FORMS FOR INCORPORATION
ARTICLES OF INCORPORATION
OF
KNOW ALL MEN BY THESE PRESENTS:
That we, all of legal age, citizens and residents of the Republic of the Philippines, have this day
voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the
Philippines.
AND WE HEREBY CERTIFY:
FIRST: That the name of the said corporation shall be:
SECOND: That the purposes for which said corporation is formed are:
A.
B. That the corporation shall have all the express powers of a corporation as provided for under
section 36 of the Corporation Code of the Philippines.
THIRD: That the place where the principal office of the corporation is to be established is at:
FOURTH: That the term of for which the corporation is to exist is FIFTY (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
Address
SIXTH: That the number of directors of the corporation is five (5) who are also the incorporators.
SEVENTH:
That
the
authorized
capital
stock
of
the
corporation
is
(
)pesos in lawful money of the Philippines, divided into
shares with a par value of
pesos per share.
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EIGHT: That the subscribers to the capital stock and the amount paid‐in to their subscription are
as follows.
Name
Nationality
No. of shares Amount
Amount Paid
Subscribed
Subscribed
Total
NINTH: That no transfer of stock or interest which would 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.
TENTH: That
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/she has been authorized to receive for and in the name and for the
benefit of the corporation, all subscriptions paid in by the subscribers.
ELEVENTH: That the incorporators undertake to change the name of the corporation
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 misleading, deceptive, confusingly similar to a registered name, or contrary to
public morals, good customs or public policy.
In witness whereof, we have set our hands this
.
of
TIN No.
TIN No.
TIN No.
TIN No.
TIN No.
TIN No.
TIN No.
, 200 at
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SIGNED IN THE PRESENCE OF:
ACKNOWLEDGEMENT
Republic of the Philippines)
) S.S.
of
BEFORE ME, a Notary Public in and for
personally appeared:
NAME VALID PROOF OF IDENTITY
, Philippines, this
day
DATE & PLACE ISSUED
All known to me and to me known 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.
NOTARY PUBLIC
Until December 31, 20
Doc. No.
Page No.
Book No.
Series of
;
;
;
;
TREASURER’S AFFIDAVIT
Republic of the Philippines}
City of
} S.S.
Province of
}
I,
, being duly sworn, depose and say:
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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 for the benefit and credit of the corporation.
This is also to authorize the Securities and Exchange Commission and Bangko Sentral ng Pilipinas
to examine and verify the deposit in the
,
in my
name as treasurer in trust for
in the
amount of
(
)representing the paid up
capital of the 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
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, on behalf of the above named corporation, waive our right to a notice and
hearing in the revocation of our Certificate of Incorporation.
Treasurer
SUBSCRIBED AND SWORN to before me this
exhibiting to me his Community Tax Certificate No.
.
day of
at
issued at _
, Philippines, affiant
, on
NOTARY PUBLIC
Until Dec. 31, 20
Doc. No.
Page No.
Book No.
Series of
;
;
;
;
BY ‐ LAWS
OF
ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
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Section 1. Subscriptions ‐ Subscribers to the capital stock of the corporation shall pay the value
of the stock in accordance with the terms and conditions prescribed by the Board of Directors. Unpaid
subscriptions shall not earn interest unless determined by the Board of Directors.
Section 2. Certificate ‐ The stockholder shall be entitled to one or more certificates for fully
paid stock subscription in his name in the books of the corporation.
The certificates shall contain the matters required by law and the Articles of Incorporation. They shall
be in such form and design as may be determined by the Board of Directors and numbered
consecutively. The certificate shall be signed by the President, countersigned by the Secretary or
Assistant Secretary, and sealed with the corporate seal.
Section 3. Transfer of Shares ‐ Subject to the restrictions, terms and conditions contained in
the Articles of Incorporation, shares may be transferred, sold, assigned or pledged by delivery of the
certificates duly indorsed by the stockholder, his attorney‐in‐fact, or other legally authorized person.
The transfer shall be valid and binding on the corporation only upon record thereof in the books of the
corporation. The Secretary shall cancel the stock certificates and issue new certificates to the
transferee.
No share of stock against which the corporation holds unpaid claim shall be transferable in the
books of the corporation.
All certificates surrendered for transfer shall be stamped “Cancelled” on the face thereof,
together with the date of cancellation, and attached to the corresponding stub with the certificate
book.
Section 4. Lost Certificates ‐ In case any stock certificate is lost, stolen, or destroyed, a new
certificate may be issued in lieu thereof in accordance with the procedure prescribed under Section 73
of the Corporation Code.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual / Regular Meetings ‐ The annual / regular meetings of stockholders shall be
held at the principal office on
of each year, if a legal holiday, then on the day following.
Section 2. Special Meeting ‐ The special meetings of stockholders, for anypurpose or purposes,
may at any time be called by any of the following: (a) Board ofDirectors, at its own instance, or at the
written request of stockholders representing a majority of the outstanding capital stock, (b) President.
Section 3. Place of Meeting ‐ Stockholders meetings, whether regular or special, shall be held in
the principal office of the corporation or at any place designated by the Board of Directors in the city or
municipality where the principal office of the corporation is located.
Section 4. Notice of Meeting ‐ Notices for regular or special meetings of stockholders may be
sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the
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meeting to each stockholder of record at his last known address. The notice shall state the place, date
and hour of the meeting, and the purpose or purposes for which the meeting is called.
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.
Section 5. Quorum ‐ Unless otherwise provided by law, in all regular or special meeting of
stockholders, a majority of the outstanding capital stock must be present or represented in order to
constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite
amount of stock shall be present.
Section 6. Conduct of Meeting ‐ Meeting of the stockholders shall be presided over by the
President, or in his absence, by a chairman to be chosen by the stockholders. The Secretary, shall act as
Secretary of every meetings, but if not present, the chairman of the meeting shall appoint a secretary of
the meeting.
Section 7. Manner of Voting ‐ At all meetings of stockholders, a stockholder may vote in person
or by proxy. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it
has been presented to the Secretary. All proxies must be in the hands of the Secretary before the time
set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an
instrument in writing duly presented and recorded with the Secretary, prior to a scheduled meeting or
by their personal presence at the meeting.
Section 8. Closing of Transfer Books or Fixing of Record Date ‐ For the purpose of determining
the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof or to receive payment of any dividend, the Board of Directors may provide that the stock and
transfer books be closed for ten (10) working days immediately preceding such meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers of the Board ‐ Unless otherwise provided by law, the corporate powers of
the corporation shall be exercised, all business conducted and all property of the corporation controlled
and held by the Board of Directors to be elected by and from among the stockholders. Without
prejudice to such powers as may be granted by law, the Board of Directors shall also have the following
powers:
a.) From time to time, to make and change rules and regulations not inconsistent with these
by‐laws for the management of the corporation’s business and affairs;
b.) To purchase, receive, take or otherwise acquire for and in the name of the corporation, any
and all properties, rights, or privileges, including securities and bonds of other corporations, for
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such consideration and upon such terms and conditions as the Board may deem proper or
convenient;
c.) To invest the funds of the corporation in other corporations or for purposes other than
those for which the corporation was organized, subject to such stockholders’ approval as may
be required by law;
d.) To incur such indebtedness as the Board may deem necessary, to issue evidence of
indebtedness including without limitation, notes, deeds of trust, bonds, debentures, or
securities, subject to such stockholders approval as may be required by law, and/or pledge,
mortgage, or otherwise encumber all or part of the properties of the corporation;
e.) To establish pension, retirement, bonus, or other types of incentives or compensation plans
for the employees, including officers and directors of the corporation;
f.) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the
corporation or its officer are either plaintiffs or defendants in connection with the business of
the corporation;
g.) To delegate, from time to time, any of the powers of the Board which may lawfully be
delegated in the course of the current business of the corporation to any standing or special
committee or to any officer or agent and to appoint any person to be agent of the corporation
with such powers and upon such terms as may be deemed fit;
h.) To implement these by‐laws and to act on any matter not covered by these by‐laws,
provided such matter does not require the approval or consent of the stockholders under the
Corporation Code.
Section 2. Election and Term ‐ The Board of Directors shall be elected during each regular
meeting of stockholders and shall hold office for one (1) year and until their successors are elected and
qualified.
Section 3. Vacancies ‐ Any vacancy occurring in the Board of Directors other than by removal
by the stockholders or by expiration of term, may be filled by the vote of at least a majority of the
remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the
stockholders at a regular or at any special meeting of stockholders called for the purpose. A director so
elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office.
The vacancy resulting from the removal of a director by the stockholders in the manner
provided by law may be filled by election at the same meeting of stockholders without further notice,
or at any regular or at any special meeting of stockholders called for the purpose, after giving notice as
prescribed in these by‐laws.
Section 4. Meetings ‐ Regular meetings of the Board of Directors shall be held once a month on
such dates and at places as may be called by the Chairman of the Board, or upon the request of a
majority of the Directors.
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Section 5. Notice ‐ Notice of the regular or special meeting of the Board, specifying the date,
time and place of the meeting, shall be communicated by the Secretary to each director personally, or
by telephone, telegram, or by written message. A director may waive this requirement, either expressly
or impliedly.
Section 6. Quorum ‐ A majority of the number of directors as fixed in the Articles of
Incorporation shall constitute a quorum for the transaction of corporate business and every decision of
at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a
corporate act, except for the election of officers which shall require the vote of a majority of all the
members of the Board.
Section 7. Conduct of the Meetings ‐ Meetings of the Board of Directors shall be presided over
by the Chairman of the Board, or in his absence, by any other director chosen by the Board. The
Secretary, shall act as secretary of every meeting, if not present, the Chairman of the meeting, shall
appoint a secretary of the meeting.
Section 8. Compensation ‐ By‐ resolution of the Board, each director shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. As compensation, the
Board shall receive and allocate an amount of not more than ten percent (10%) of the net income
before income tax of the corporation during the preceding year. Such compensation shall be
determined and apportioned among the directors in such manner as the Board may deem proper,
subject to the approval of stockholders representing at least a majority of the outstanding capital stock
at a regular or special meeting of the stockholders.
ARTICLE IV
OFFICER
Section 1. Election / Appointment ‐ Immediately after their election, the Board of Directors
shall formally organize by electing the President, the Vice‐President, the Treasurer, and the Secretary
at said meeting.
The Board may, from time to time, appoint such other officers as it may determine to be
necessary or proper. Any two (2) or more positions may be held concurrently by the same person,
except that no one shall act as President and Treasurer or Secretary at the same time.
Section 2. President ‐ The President shall be the Chief Executive Officer of the corporation and
shall exercise the following functions:
a.) To preside at the meetings of the stockholders;
b.) To initiate and develop corporate objectives and policies and formulate long range projects,
plans and programs for the approval of the Board of Directors, including those for executive
training, development and compensation;
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c.) To supervise and manage the business affairs of the corporation upon the direction of the
Board of Directors;
d.) To implement the administrative and operational policies of the corporation under his
supervision and control;
e.) To appoint, remove, suspend or discipline employees of the corporation, prescribe their
duties, and determine their salaries;
f.)
To oversee the preparation of the budgets and the statements of accounts of the
corporation;
g.) To represent the corporation at all functions and proceedings;
h.) To execute on behalf of the corporation all contracts, agreements and other instruments
affecting the interests of the corporation which require the approval of the Board of Directors.
i.) To make reports to the Board of Directors and stockholders;
j.) To sign certificates of stock;
k.) To perform such other duties as are incident to his office or are entrusted to him by the
Board of Directors.
Section 4. The Vice‐President ‐ He shall, if qualified, act as President in the absence of the
latter. He shall have such other powers and duties as may from time to time be assigned to him by the
Board of Directors or by the President.
Section 5. The Secretary ‐ The Secretary must be a resident and a citizen of the Philippines. He
shall have the following specific powers and duties:
a.) To record the minutes and transactions of all meetings of the directors and the
stockholders and to maintain minute books of such meetings in the form and manner required
by law;
b.) To keep record books showing the details required by law with respect to the stock
certificates of the corporation, including ledgers and transfer books showing all shares of the
corporation subscribed, issued and transferred;
c.) To keep the corporate seal and affix it to all papers and documents requiring a seal, and to
attest by his signature all corporate documents requiring the same;
d.) To attend to the giving and serving of all notices of the corporation required by law or these
by‐laws to be given;
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e.) To certify to such corporate acts, countersign corporate documents or certificates, and
make reports or statements as may be required of him by law or by government rules and
regulations.
f.) To act as inspector at the election of directors and, as such, to determine the number of
shares of stock outstanding and entitled to vote, the shares of stock represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and to receive votes,
ballots or consents, hear and determine questions in connection with the right to vote, count
and tabulate all votes, determine the result, and do such acts as are proper to conduct the
election.
g.) To perform such other duties as are incident to his office or as may be assigned to him by the
Board of Directors or the President.
Section 6. The Treasurer ‐ The Treasurer of the corporation shall have the following duties:
a.) To keep full and accurate accounts of receipts and disbursements in the books of the
corporation;
b.) To have custody of, and be responsible for, all the funds, securities and bonds of the
corporation;
c.) To deposit in the name and to the credit of the corporation, in such bank as may be
designated from time to time by the Board of Directors, all the moneys, funds, securities,
bonds, and similar valuable effects belonging to the corporation which may come under his
control;
d.) To render an annual statement showing the financial condition of the corporation and such
other financial reports as the Board of Directors, or the President may, from time to time
require;
e.) To prepare such financial reports, statements, certifications and other documents which
may, from time to time, be required by government rules and regulations and to submit the
same to the proper government agencies;
f.) To exercise such powers and perform such duties and functions as may be assigned to him
by the President.
Section 7. Term of Office ‐ The term of office of all officers shall be one (1) year and until their
successors are duly elected and qualified.
Section 8. Vacancies ‐ If any position of the officers becomes vacant by reason of death,
resignation, disqualification or for any other cause, the Board of Directors, by majority vote
may elect a successor who shall hold office for the unexpired term.
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Section 9. Compensation ‐ The officers shall receive such renumeration as the Board of
Directors may determine. A director shall not be precluded from serving the corporation in any
other capacity as an officer, agent or otherwise, and receiving compensation therefore.
ARTICLE V
OFFICES
Section 1. The principal office of the corporation shall be located at the place stated in Article III
of the Articles of Incorporation. The corporation may have such other branch offices, either within or
outside the Philippines as the Board of Directors may designate.
ARTICLE VI
AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS
Section 1. External Auditor ‐ At the regular stockholders’ meeting, the external auditor of the
corporation for the ensuing year shall be appointed. The external auditor shall examine, verify and
report on the earnings and expenses of the corporation.
Section 2. Fiscal 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.
Section 3. Dividends ‐ Dividends shall be declared and paid out of the unrestricted retained
earnings which shall be payable in cash, property, or stock to all stockholders on the basis of
outstanding stock held by them, as often and at such times as the Board of Directors may determine and
in accordance with law.
ARTICLE VII
SEAL
Section 1. Form and Inscriptions ‐ The corporate seal shall be determined by the Board of
Directors.
ARTICLE VIII
AMENDMENTS
Section 1. These by‐laws may be amended or repealed by the affirmative vote of at least a
majority of the Board of Director s and the stockholders representing a majority of the outstanding
capital stock at any stockholders’ meeting called for that purpose. However, the power to amend,
modify, repeal or adopt new by‐laws may be delegated to the Board of Directors by the affirmative vote
of stockholders representing not less than two‐thirds of the outstanding capital stock; provided,
however, that any such delegation of powers to the Board of Directors to amend, repeal or adopt new
by‐laws may be revoked only by the vote of stockholders representing a majority of the outstanding
capital stock at a regular or special meeting.
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IN WITNESS WHEREOF, we, the undersigned stockholders have adopted the foregoing by‐laws
and hereunto affixed our signatures this
day of
, 20
at
,
.
STOCKHOLDERS AGREEMENTS
Sec. 100. Agreements by stockholders. ‐
1. Agreements by and among stockholders executed before the formation and organization of a
close corporation, signed by all stockholders, shall survive the incorporation of such corporation and
shall continue to be valid and binding between and among such stockholders, if such be their intent, to
the extent that such agreements are not inconsistent with the articles of incorporation, irrespective of
where the provisions of such agreements are contained, except those required by this Title to be
embodied in said articles of incorporation.
2. An agreement between two or more stockholders, if in writing and signed by the parties
thereto, may provide that in exercising any voting rights, the shares held by them shall be voted as
therein provided, or as they may agree, or as determined in accordance with a procedure agreed upon
by them.
3. No provision in any written agreement signed by the stockholders, relating to any phase of the
corporate affairs, shall be invalidated as between the parties on the ground that its effect is to make
them partners among themselves.
4. A written agreement among some or all of the stockholders in a close corporation shall not be
invalidated on the ground that it so relates to the conduct of the business and affairs of the corporation
as to restrict or interfere with the discretion or powers of the board of directors: Provided, That such
agreement shall impose on the stockholders who are parties thereto the liabilities for managerial acts
imposed by this Code on directors.
5. To the extent that the stockholders are actively engaged in the management or operation of
the business and affairs of a close corporation, the stockholders shall be held to strict fiduciary duties to
each other and among themselves. Said stockholders shall be personally liable for corporate torts unless
the corporation has obtained reasonably adequate liability insurance.
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AMENDMENT OF THE ARTICLES OF INCORPORATION/BY LAWS
AMENDMENT OF THE ARTICLES OF INCORPORATION
Sec. 16. Amendment of Articles of Incorporation. ‐ Unless otherwise prescribed by this Code or by special
law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be
amended by a majority vote of the board of directors or trustees and the vote or written assent of the
stockholders representing at least two‐thirds (2/3) of the outstanding capital stock, without prejudice to
the appraisal right of dissenting stockholders in accordance with the provisions of this Code, or the vote
or written assent of at least two‐thirds (2/3) of the members if it be a non‐stock corporation.
The original and amended articles together shall contain all provisions required by law to be set out in
the articles of incorporation. Such articles, as amended shall be indicated by underscoring the change or
changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of
the directors or trustees stating the fact that said amendment or amendments have been duly approved
by the required vote of the stockholders or members, shall be submitted to the Securities and Exchange
Commission.
The amendments shall take effect upon their approval by the Securities and Exchange Commission or
from the date of filing with the said Commission if not acted upon within six (6) months from the date of
filing for a cause not attributable to the corporation.
SEC Requirements for the Amendment of the Articles of Incorporation
1. Amended Articles of Incorporation (for stock and non‐stock corporations)
2. Directors’/Trustees’ Certificate – a notarized document signed by a majority of the
directors/trustees and the corporate secretary, certifying the amendment of the Articles of
Incorporation, indicating the amended provisions, the vote of the directors/trustees and
stockholders/members, the date and place of the stockholders’ or members’ meeting; the TIN of the
signatories should be indicated below their names
3. Company Data Maintenance Form
Additional Requirements
4. Indorsement/clearance from other government agencies, if applicable
If the provision to be amended is the corporate name
5. Name Verification Slip
6. Affidavit of a director/trustee or officer undertaking to change corporate name
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SAMPLE: Amended Articles of Incorporation
AMENDED ARTICLES OF INCORPORATION
OF
SANTO REALTY AND DEVELOPMENT CORPORATION
(As amended on April 12, 2009)
Know All Men By These Presents:
That we, all of whom are of legal age and majority are residents of the Philippines, have on this
day, voluntarily associated ourselves together for the purpose of forming a stock corporation under the
laws of the Republic of the Philippines:
AND WE DO HEREBY CERTIFY:
FIRST: That the name of the Corporation shall be SANTO REALTY AND DEVELOPMENT
CORPORATION (As amended on April 12, 2009)
SECOND: That the specific purposes for which said Corporation is formed are:
To acquire by purchase, lease, or otherwise, lands or interest in lands and realty, and to own,
hold, improve, develop, manage, and operate said land or lands or real estate so acquired, and to erect
or cause to be erected on any lands, owned, held, occupied, or acquired by the corporation, buildings
and other structures with their appurtenances, and to rebuild, enlarge, alter, improve, or remodel any
building or other structures now or hereafter erected on any lands or real estates so owned, held or
occupied, or otherwise dispose of any lands or real estate or interests in lands or real estates and in
buildings and other structures at anytime owned or held by the corporation.
THIRD: That the place where the principal office of the corporation is to be established or located
is at 1101 1st Ave., Fort Bonifacio, Taguig, Philippines. (As amended on April 12, 2009)
FOURTH: That the term for which the Corporation is to exist is Twenty Five (25) years from and
after the date of issuance of the Certificate of Incorporation. (As amended on April 12, 2009)
FIFTH: That the names, nationalities and residences of the incorporators are as follows:
NAME
1. Donald Trump
2.
3.
Jonathan Francis Nepomuceno
Ma. Angela Aguinaldo
NATIONALITY
American
Filipino
Filipino
RESIDENCE
Trump Towers, Manhattan City,
New York, U.S.A.
123 Governor’s Place, Shaw Blvd.,
Mandaluyong City, Philippines
456 Apitong St., Ayala Alabang,
Muntinlupa City, Philippines
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5.
Ryan Christopher Teehankee
Jon Paulo Salvahan
789 Teehankee St., Multinational
Filipino
Village, Paranaque City, Philippines
1001 Vallejo St., Santa Rosa,
Laguna, Philippines
457 Apitong St., Ayala Alabang,
Muntinlupa City, Philippines
124 Governor’s Place, Shaw Blvd.,
Mandaluyong City, Philippines
Filipino
6. Anderson Cooper
Filipino
7. Francis Tom Temprosa
Filipino
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SIXTH: That the number of directors of the Corporation shall be five (5) and that the names,
nationalities and residence of the Directors of said Corporation who shall act as such until their
successors are elected and have qualified as provided for in the by‐laws are as follows:
NAME
1. Donald Trump
NATIONALITY
American
2. Jonathan Francis Nepomuceno
Filipino
3. Ma. Angela Aguinaldo
Filipino
4. Ryan Christopher Teehankee
Filipino
5. Jon Paulo Salvahan
Filipino
RESIDENCE
Trump Towers, Manhattan City,
New York, U.S.A.
123 Governor’s Place, Shaw Blvd.,
Mandaluyong City, Philippines
456 Apitong St., Ayala Alabang,
Muntinlupa City, Philippines
789 Teehankee St., Multinational
Village, Paranaque City, Philippines
1001 Vallejo St., Santa Rosa,
Laguna, Philippines
SEVENTH: That the authorized capital stock of the Corporation is ONE HUNDRED MILLION PESOS
(P100,000,000.00) in lawful money of the Philippines, divided into ONE MILLION (1,000,000.00) shares
with the a par value of ONE HUNDRED PESOS (P 100.00) per share.
EIGHT: That the authorized capital stock of the corporation has been fully subscribed
representing the sum of ONE HUNDRED MILLION PESOS (P 100,000,000.00), Philippine Currency, and at
least twenty (25%) per cent of the total subscription has been paid as follows:
Name
Nationality
1. Donald Trump
American
No.
Of
Subscribed
400,000
2. Jonathan Francis
Nepomuceno
Filipino
3. Ma. Angela Aguinaldo
4. Ryan Christopher
Teehankee
Shares
Amount
Subscribed
P 40,000,000.00
Amount Paid
100,000
P 10,000,000.00
P 10,000,000.00
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
P 40,000,000.00
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5. Jon Paulo Salvahan
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
6. Anderson Cooper
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
7. Francis Tom Temprosa
Filipino
100,000
P 10,000,000.00
P 10,000,000.00
1,000,000
P 100,000,000.00
P100,000,000.00
TOTAL
NINTH: That Mr. Virgilio Macasaet 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 paid by the subscribers.
TENTH: That no transfer of stocks or interest therein which will reduce the ownership of Filipino
citizens to less than the percentage of the capital stock required by law shall be allowed or permitted to
be recorded in the Corporate Books and this restriction shall be indicated in all the stock certificates
issued by the corporation.
ELEVENTH: That 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.
IN WITNESS WHEREOF, we have hereunto affixed our signatures this 9th day of April 2009 at the
City of Makati, Philippines.
INCORPORATORS
DONALD TRUMP
TIN No. 23‐5634‐5324
JONATHAN FRANCIS NEPOMUCENO
TIN No. 54‐6786‐3454
MA. ANGELA AGUINALDO
TIN No. 54‐6658‐9087
RYAN CHRISTOPHER TEEHANKEE
TIN No. 54‐6879‐0987
JON PAULO SALVAHAN
TIN No. 46‐0798‐8457
ANDERSON COOPER
TIN No. 76‐0978‐9834
FRANCIS TOM TEMPROSA
TIN No. 56‐0987‐7890
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SIGNED IN THE PRESENCE OF:
PHILIPPE AQUINO
LUIS MARTIN TAN
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI
) S.S.
BEFORE ME, a Notary Public in and for Makati City, Philippines, this 12th day of April 2009
personally appeared:
Name
1. Donald Trump
Proof of Identification
Passport with No. US‐1000234
Date and Place issued
01‐01‐2007 / NY, U.S.A.
2. Jonathan Nepomuceno
Driver’s License with No.
5111037
Driver’s License with No.
8996383
Driver’s License with No.
8571535
Driver’s License with No.
5587423
Driver’s License with No.
1434403
Driver’s License with No.
1434402
02‐02‐2008 / Mandaluyong
City
03‐03‐2008 / Muntinlupa City
3. Ma. Angela Aguinaldo
4. Ryan Teehankee
5. Jon Paulo Salvahan
6. Anderson Cooper
7. Francis Tom Temprosa
04‐04‐2008 / Paranaque City
05‐05‐2008 / Santa Rosa City
06‐06‐2008 / Muntinlupa City
07‐07‐2008 / Mandaluyong
City
All known to me and to me known 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 the place first above written.
ALEXANDER F. LIM
Notary Public
Roll No. 1234
PTR No. 2345
CTC No. 3456
MCLE No. 4567
Commission expires: 31 December 2010
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Doc. No. 1;
Page No. 1;
Book No.1;
Series of 2009.
SAMPLE: Director’s Certificate
DIRECTORS’ CERTIFICATE ON THE FILING OF THE AMENDED ARTICLES OF INCORPORATION OF
Santo Realty and Development Corporation
KNOW ALL MEN BY THESE PRESENTS:
WE, the undersigned majority of the Directors and the Corporate Secretary of Rockwell
Corporation do hereby certify that the Articles of Incorporation of the Corporation was amended by a
majority vote of the Directors and the vote of stockholders representing at least two‐thirds (2/3) of the
outstanding capital stock at separate meetings on 12 April 2009 at 1101 1 st Ave., Fort Bonifacio, Taguig,
Philippines.
The amended provisions of the attached Amended Articles of Incorporation refer to the FIRST,
THIRD and FOURTH Articles. The FIRST Article was amended changing the corporate name from SANTO
REALTY, INC. to SANTO REALTY AND DEVELOPMENT CORPORATION. The THIRD Articlewas amended,
transferring the principal office of the corporation from 123 Rockwell Drive, Rockwell Center, Makati
City, Philippines to 1101 1st Ave., Fort Bonifacio, Taguig, Philippines. The FOURTH Article was amended
changing the term of the corporation from fifty (50) to twenty five (25) years.
IN WITNESS WHEREOF, we have executed this Director’s Certificate this 12th day of April, at the
City of Makati.
Ma. Angela Aguinaldo
Chairman of the Meeting/Director
TIN:78‐5537‐0912
Jonathan Nepomuceno
Secretary of the Meeting/Director
TIN: 66‐8124‐3778
Donald Trump
Director
TIN: 98‐0004‐7865
Ryan Christopher Teehankee
Director
TIN: 77‐9087‐6521
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Jon Paulo Salvahan
Director
TIN: 76‐8976‐1324
SUBSCRIBED AND SWORN to before me this 12th day of April 2009 in Taguig City, affiants
exhibiting to me the following:
Name
1. Donald Trump
Proof of Identification
Passport with No. US‐1000234
Date and Place issued
01‐01‐2007 / NY, U.S.A.
2. Jonathan Nepomuceno
Driver’s License with No.
5111037
Driver’s License with No.
8996383
Driver’s License with No.
8571535
Driver’s License with No.
5587423
Driver’s License with No.
1434403
Driver’s License with No.
1434402
02‐02‐2008 / Mandaluyong
City
03‐03‐2008 / Muntinlupa City
3. Ma. Angela Aguinaldo
4. Ryan Teehankee
5. Jon Paulo Salvahan
6. Anderson Cooper
7. Francis Tom Temprosa
04‐04‐2008 / Paranaque City
05‐05‐2008 / Santa Rosa City
06‐06‐2008 / Muntinlupa City
07‐07‐2008 / Mandaluyong
City
Juan Dela Cruz
Notary Public
Roll No. 1234
PTR No. 2345
CTC No. 3456
MCLE No. 4567
My commission expires December 31,
2010
Doc. No. 1;
Page No. 1;
Book No. 1;
Series of 2009.
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AMENDMENT OF THE BY‐LAWS
Sec. 48. Amendments to by‐laws. ‐ The board of directors or trustees, by a majority vote thereof, and the
owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a
non‐stock corporation, at a regular or special meeting duly called for the purpose, may amend or repeal
any by‐laws or adopt new by‐laws. The owners of two‐thirds (2/3) of the outstanding capital stock or
two‐thirds (2/3) of the members in a non‐stock corporation may delegate to the board of directors or
trustees the power to amend or repeal any by‐laws or adopt new by‐laws: Provided, That any power
delegated to the board of directors or trustees to amend or repeal any by‐laws or adopt new by‐laws
shall be considered as revoked whenever stockholders owning or representing a majority of the
outstanding capital stock or a majority of the members in non‐stock corporations, shall so vote at a
regular or special meeting.
Whenever any amendment or new by‐laws are adopted, such amendment or new by‐laws shall be
attached to the original by‐laws in the office of the corporation, and a copy thereof, duly certified under
oath by the corporate secretary and a majority of the directors or trustees, shall be filed with the
Securities and Exchange Commission the same to be attached to the original articles of incorporation
and original by‐laws.
The amended or new by‐laws shall only be effective upon the issuance by the Securities and Exchange
Commission of a certification that the same are not inconsistent with this Code. (22a and 23a)
SEC Requirements for the Amendment of the By‐Laws
1. Amended By‐laws (for stock and non‐stock corporations)
2. Directors’/Trustees’ Certificate – a notarized document signed by a majority of the
directors/trustees and the corporate secretary, certifying the amendment of the By‐laws,
indicating the amended provisions, the vote of the directors/trustees and stockholders/
members, the date and place of the stockholders’ or members’ meeting
3. Company Data Maintenance Form