The Articles of Incorporation is the foundational document that actually creates the corporation — filed with the SEC, it establishes the corporation's name, purpose, capital structure, and incorporators, and any change requires SEC-approved amendment. Bylaws are the corporation's internal rulebook — governing how meetings are called, how directors and officers are elected, quorum requirements, and day-to-day governance procedures — adopted separately (though also filed with the SEC) and generally easier to amend than the Articles.
Two documents, two very different jobs
Every Philippine corporation needs both an Articles of Incorporation and a set of bylaws, but conflating what belongs in each is a common early mistake. The Articles establish the corporation's existence and its fundamental structure; the bylaws govern how the corporation actually operates on a day-to-day and meeting-to-meeting basis.
What the Articles of Incorporation must contain
Section 13 of the Revised Corporation Code requires the Articles of Incorporation to substantially contain:
- The corporation's name;
- The specific purpose or purposes for which it is being formed (with a primary purpose and any secondary purposes distinguished, if more than one is stated);
- The location of the principal office, which must be within the Philippines;
- The term of existence, if the corporation has not elected perpetual existence;
- The names, nationalities, and residence addresses of the incorporators;
- The number of directors (not more than 15) or trustees (which may exceed 15 for nonstock corporations);
- The names, nationalities, and addresses of the persons who will act as directors or trustees until the first regular election;
- For a stock corporation, the authorized capital stock, number of shares, par value, and subscription/payment details; for a nonstock corporation, the amount of capital and contributors' details; and
- Any other matters the incorporators deem necessary and consistent with law.
This document is what the SEC reviews and approves to actually bring the corporation into legal existence — and Section 13 notes that an arbitration agreement may even be included here if the incorporators choose.
What bylaws are for, and what they typically cover
Section 46 lists what a private corporation may provide for in its bylaws, including: the time, place, and manner of calling and conducting board and shareholder/member meetings; quorum requirements and voting procedures; how proxies are used; directors' and trustees' qualifications, duties, and compensation guidelines; the timing of annual director elections; how officers other than directors are elected or appointed, and their terms; penalties for violating the bylaws; and, for stock corporations, the manner of issuing stock certificates.
How bylaws are adopted and become effective
Section 45 requires bylaws to be adopted by the affirmative vote of stockholders representing at least a majority of the outstanding capital stock (or a majority of members, for nonstock corporations). The bylaws must be signed by those voting for them, kept at the principal office for inspection, and a copy certified by a majority of the directors and countersigned by the corporate secretary must be filed with the SEC. Bylaws can also be adopted before incorporation, signed by all incorporators and submitted together with the Articles. Either way, bylaws only become effective once the SEC certifies they comply with the Code — and for banks, insurance companies, and other specially regulated corporations, bylaws additionally require a certificate from the relevant government agency confirming compliance with that industry's own laws.
The practical difference in amendment difficulty
Amending the Articles of Incorporation is generally a more formal, higher-threshold process, since it changes the corporation's fundamental charter and requires SEC approval of the amendment itself. Amending bylaws is comparatively more flexible — they are meant to be adjustable as the corporation's internal governance needs evolve, without needing to touch the corporation's fundamental identity or structure as defined in the Articles.
A simple way to remember the split
If a question is “does this corporation exist, what is it for, and what is its capital structure” — that is Articles of Incorporation territory. If the question is “how do we actually run meetings, elect officers, and handle internal procedure” — that is bylaws territory.
Frequently Asked Questions
Which document actually creates a Philippine corporation — the Articles or the bylaws? The Articles of Incorporation. SEC approval of the Articles is what brings the corporation into legal existence; bylaws govern internal operations once the corporation already exists.
Do bylaws need to be filed with the SEC too? Yes. A certified copy of the bylaws, signed and countersigned as required, must be filed with the SEC and becomes effective only once the SEC certifies it complies with the Revised Corporation Code.
Is it harder to amend the Articles of Incorporation than the bylaws? Generally yes. The Articles establish the corporation's fundamental charter and require formal SEC-approved amendment, while bylaws are designed to be more readily adjustable as internal governance needs change.
What is a typical example of something that belongs in bylaws but not the Articles? Quorum requirements for board meetings, the manner of calling special meetings, and the process for electing officers other than directors — these are internal governance mechanics, not the corporation's fundamental identity or capital structure.
This commentary is for general informational purposes only and does not constitute legal advice. For guidance specific to your situation, please consult a licensed attorney.
If you have questions about your rights or options under Philippine law, our firm is available to assist. You may reach us via Viber or WhatsApp, call us at 0995 433 5550, or send an email to vivasnobles@gmail.com. We look forward to hearing from you.