Certificate of Amendment of Articles of Incorporation
CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION AND BY-LAWS INCREASING THE AUTHORIZED CAPITAL STOCK
KNOW ALL MEN BY THESE PRESENTS:
That we the undersigned, the Chairman and the Secretary of the stockholders’ meeting and the majority members of the Board of Directors of __________________________, INC., a corporation organized and existing under and by virtue of the laws of the Philippines with principal office at _____________, Philippines, do hereby CERTIFY:
1.That at the meeting of the stockholders of the said corporation held in accordance with Section 38 of the Corporation Code, B.P. Blg. 68, at its principal office on _____________ at which meeting stockholders representing at least two-thirds (2/3) of the outstanding capital stock were present in person or by proxy, the stockholders present by unanimous vote approved the increase of the corporation’s authorized capital stock from __________________________ (P_____________) divided into __________________________ (_____________) shares with a par value of _____________ (P_________) per share to __________________________ (P_____________) divided into __________________________ (_____________) shares with a par value of _____________ (P_________) per share;
2.That the aforesaid increase in the authorized capital stock was likewise approved by at least majority of the directors at a meeting held on _____________ at the principal office of the corporation;
3. That of the increase of capital stock of __________________________ (P_____________) – common shares, the amount of __________________________ (P_____________) worth of shares has been actually subscribed by the following subscribers and of the said subscription, the amount of __________________________ (P_____________) has been actually paid as follows:
Name of Subscribed No. of Shares Amount Subscribed Amount Paid-up
4.That the actual indebtedness of the corporation as of date of stockholders’ meeting amount to __________________________ (P-_____________);
5.That no bonded indebtedness has been incurred, created or increased as of date of stockholders’ meeting.
IN WITNESS WHEREOF, we have hereunto set our hands this _____________ at _____________, Philippines.
(SIGNATURES OF STOCKHOLDERS)
(Chairman at the Stockholders’ Meeting)
(Secretary at the Stockholders’ Meeting)