The Revised Corporation Code of the Philippines, Republic Act No. 11232 (RCC), enacted on February 20, 2019, and effective on August 3, 2019, modernized the corporate formation process by replacing the decades-old Corporation Code of 1980 (Batas Pambansa Blg. 68). Among its significant reforms is the liberalization of the rules governing incorporators—the natural or juridical persons who originally form and organize a corporation by executing and acknowledging the Articles of Incorporation (AOI). Incorporators are distinct from subsequent stockholders, directors, or officers; they serve as the foundational organizers responsible for the corporation’s creation and initial compliance with legal requirements. This article provides a comprehensive examination of the qualifications, restrictions, number, and related rules for incorporators under the RCC, drawing directly from its provisions, particularly Section 10, as well as related titles on One Person Corporations (OPCs) and general corporate formation.

Statutory Foundation: Section 10 of the RCC

The core provision is found in Section 10 of the RCC, which states in full:

“Any person, partnership, association or corporation, singly or jointly with others but not more than fifteen (15) in number, may organize a corporation for any lawful purpose or purposes: Provided, That natural persons who are licensed to practice a profession, and partnerships or associations organized for the purpose of practicing a profession, shall not be allowed to organize as a corporation unless otherwise provided under special laws. Incorporators who are natural persons must be of legal age. Each incorporator of a stock corporation must own or be a subscriber to at least one (1) share of the capital stock. A corporation with a single stockholder is considered a One Person Corporation.”

This section marks a deliberate departure from the old Code’s rigid requirements (minimum of five natural-person incorporators, all of legal age, with majority Philippine residents). The RCC expands eligibility, reduces numerical thresholds, removes residency mandates, and introduces OPCs as a distinct entity type under Title XIII.

Number of Incorporators

Regular Corporations (Non-OPC): Incorporators may number from a minimum of two (2) up to a maximum of fifteen (15). The phrase “singly or jointly with others but not more than fifteen (15)” is interpreted in light of the proviso distinguishing OPCs; a single incorporator automatically classifies the entity as an OPC. Thus, non-OPC stock or non-stock corporations require at least two incorporators to maintain their regular corporate status.
One Person Corporations (OPCs): Only one (1) incorporator is permitted. This single incorporator simultaneously serves as the sole stockholder. OPCs were introduced to accommodate sole proprietors, freelancers, and small businesses seeking limited liability without partners.

The maximum of fifteen (15) applies uniformly and cannot be exceeded, even if additional parties wish to participate at formation. Post-incorporation, the number of stockholders may increase without limit (subject to the corporation’s authorized capital stock), but the incorporator count remains fixed at the AOI stage.

Qualifications of Incorporators

1. Eligible Entities

Natural Persons: Any individual of legal age (eighteen [18] years old, as defined under the Civil Code of the Philippines) who possesses full contractual capacity. Minors, persons under guardianship, or those adjudged incompetent by a court are disqualified.
Juridical Persons: Partnerships, associations, or corporations (domestic or foreign) may serve as incorporators in regular (non-OPC) corporations. This represents a major liberalization; the old Code limited incorporators exclusively to natural persons. A juridical entity must act through its duly authorized representative (e.g., a partner or corporate officer with a board resolution or secretary’s certificate).
OPCs Only: The single incorporator must be a natural person, a trust, or an estate. Juridical entities (partnerships, associations, or corporations) are expressly prohibited from being the sole stockholder of an OPC.

2. Subscription and Ownership Requirements (Stock Corporations)

Each incorporator of a stock corporation—whether natural or juridical—must own or subscribe to at least one (1) share of the capital stock. This ensures genuine interest in the corporation’s formation. There is no longer a minimum capital stock requirement under the RCC (except for banks and other regulated entities subject to special laws), but the subscription must comply with the stated authorized capital in the AOI. Non-stock corporations have no share subscription mandate; their incorporators simply indicate membership interests.

3. Capacity to Contract and Good Faith

All incorporators must demonstrate legal capacity to enter into contracts. Natural persons must not be suffering from any disqualification under the Civil Code (e.g., civil interdiction, insanity). Juridical persons must be duly existing and in good standing under their governing laws. The AOI must be signed and acknowledged before a notary public by all incorporators (or their authorized representatives), affirming the truthfulness of its contents.

4. Professional Corporations

A specific restriction applies: Natural persons licensed to practice a profession (e.g., lawyers, physicians, accountants) and partnerships or associations formed for professional practice cannot organize a corporation unless a special law expressly permits it. This upholds ethical and regulatory standards in professions traditionally barred from corporate form to preserve personal liability and professional independence.

Restrictions and Disqualifications

1. Lawful Purpose Only

The corporation must be organized for any lawful purpose or purposes. Incorporators cannot form a corporation for illegal, immoral, or contrary-to-public-policy activities. The SEC will reject AOI that violate this fundamental restriction.

2. Nationality and Foreign Equity Restrictions

While the RCC imposes no general citizenship or residency requirement on incorporators (a key reform eliminating the old Code’s “majority residents” rule), nationality becomes relevant when the corporation’s business falls under constitutionally or statutorily restricted industries. Examples include:

Public utilities, mass media, and advertising (60% Filipino-owned under the 1987 Constitution).
Private security agencies, recruitment, and certain land ownership activities (100% Filipino-owned under the Foreign Investments Act and related laws).

In such cases, the incorporators’ nationalities determine the corporation’s initial equity compliance. Foreign incorporators or juridical entities are fully permitted in unrestricted sectors (e.g., 100% foreign-owned corporations), subject only to the general rules above. Foreign corporations acting as incorporators must be duly registered or authorized to do business in the Philippines if required by law.

3. Specific Entity-Type Restrictions

OPCs: Strictly limited to one natural person, trust, or estate. The single incorporator must designate a nominee and alternate nominee in the AOI and Bylaws to succeed in the event of death or incapacity. Juridical persons are barred.
Non-Stock Corporations: Same general qualifications apply, but without share subscription. Incorporators typically become initial members.
Banks and Other Regulated Corporations: Incorporators must additionally satisfy qualifications under special laws (e.g., Bangko Sentral ng Pilipinas rules for bank directors and officers), though these are supplementary to RCC Section 10.

4. Disqualifications Arising from Other Laws

Incorporators are disqualified if barred by final court order, administrative finding, or specific statutes (e.g., convicted of offenses involving moral turpitude where disqualification is imposed). Insolvent persons or those with conflicting fiduciary duties that impair contractual capacity are likewise excluded.

5. Procedural and Documentary Restrictions

The AOI must be executed by all incorporators (Section 15, RCC). Failure to include any disqualifies the filing.
Incorporators must submit required attachments to the SEC (e.g., Treasurer’s Affidavit for paid-up capital, proof of subscription).
Juridical incorporators must present proof of authority (board resolution, partnership resolution).

Key Reforms Compared to the Old Corporation Code

The RCC’s approach to incorporators reflects a policy of ease of doing business:

Reduced minimum from five to two (regular corporations).
Allowed juridical persons as incorporators.
Eliminated residency requirement.
Introduced OPCs with tailored single-incorporator rules.
Removed minimum capital stock (except where mandated by special laws).
Streamlined formation while maintaining safeguards against abuse.

Practical Implications and Post-Formation Role

Once the SEC approves the AOI and issues the Certificate of Incorporation, the corporation attains juridical personality. Incorporators automatically become initial stockholders (or members) and may elect the first board of directors. However, their role ends there; they hold no perpetual special rights unless retained through stock ownership or contractual agreements. Pre-incorporation liabilities (e.g., contracts entered in the corporation’s name) may attach personally to incorporators if the corporation is not subsequently formed or ratifies the acts.

In conclusion, the RCC’s framework on incorporators balances flexibility with regulatory prudence, enabling diverse entities—from solo entrepreneurs to multinational groups—to form corporations efficiently while upholding legality, capacity, and public-interest safeguards. Compliance with Section 10, read alongside Titles on OPCs and AOI requirements, remains the cornerstone of valid corporate organization.