Summary
Highlights
Incorporators are the original formers of a corporation, whose names appear in the articles of incorporation. They are the initial individuals or entities responsible for establishing the corporation.
According to Section 10 of the Revised Corporation Code, any person, partnership, association, or corporation can be an incorporator, either singly or jointly with others, up to a maximum of 15. This is a significant change from the previous code, which only allowed natural persons. Professional practices are generally excluded unless special laws provide otherwise. Natural person incorporators must be of legal age and own or subscribe to at least one share of the capital stock.
If a partnership or corporation is to be an incorporator, it must be registered with the Securities and Exchange Commission (SEC). For partnerships, all partners must agree to invest in the new corporation via affidavit and designate a representative to sign the articles. For corporations, the decision to invest must be approved by a majority of the board of directors/trustees and ratified by stockholders representing two-thirds of the outstanding capital stock (or members for non-stock corporations). A designated signatory is also required for corporations.
The Revised Corporation Code no longer sets a minimum number of incorporators, allowing for a single incorporator in the case of a One Person Corporation (OPC). However, the maximum number of incorporators remains at 15. This flexibility allows individuals to form a corporation on their own.