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Form No.

1 Certificate of Amendment of Articles of Incorporation

CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION AND BY-LAWS EXTENDING THE CORPORATE TERM EXISTENCE AND INCREASING THE AUTHORIZED CAPITAL STOCK OF I SPY SECURITY AND DETECTIVES, INC. 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 I SPY SECURITY AND DETECTIVES, INC., a corporation organized and existing under and by virtue of the laws of the Philippines with principal office at 184 Bonifacio St. Kamias, Q.C. Philippines, do hereby CERTIFY: 1. That at the meeting of the stockholders of the said corporation held in accordance with Section 37 and Section 38 of the Corporation Code, B.P. Blg. 68, at its principal office on 184 Bonifacio St. Kamias, Q.C. 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 following; a) to extend the life of the corporation for a period not

exceeding (50) years. b) to increase of the corporation's authorized capital stock from Four Million Pesos (P 4,000,000.00) divided into Forty thousand (40,000) shares with a par value of One Hundred Pesos (P 100.00) per share to One Billion Two Hundred Million Pesos (P1,200,000,000.00) divided into Forty thousand( 40,000 )shares with a par value of One Hundred Pesos (P 100.00) per share;

2. That the aforesaid extension of the life of the corporation and the increase of the authorized capital stock was likewise approved by at least majority of the directors at a meeting held on May 3, 2010 at the principal office of the corporation; 3. That of the increase of capital stock of One Billion Two Hundred Million
Pesos (P1,200,000,000.00). TWO HUNDRED FIFTY MILLION PESOS (P 250,000,000.00) thereof has been actually subscribed at par value of (P100.00) per share and SIXTY TWO MILLION FIVE HUNDRED THOUSAND (P62,500,000.00) has paid in cash pursuant to subscription.

Name
I SPY Security and Detectives TIN 004-062-523

No. of Shares Subscribed


250,000,000

Amount Subscribed
250,000,000.00

Amount Paid
P62,500,000.00

4. As of date of Special Meeting of the Board of Directors for the Corporation held on May 3, 2010 and Special Stockholders Meeting of the Corporation held on the same date, the Corporation has total actual of indebtedness of P530,830.00. 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)

STEPHANIE H. SIASON

ONIN F. CONTRERAS

NORELYN B. VENANCIO

NINETTE V. SIASON

NORVIN JOHN SIASON

COUNTERSIGNED:
_________________________________ ONIN F. CONTRERAS (Chairman) _________________________________ IRENE L. BALMES

(Corporate Secretary)

Form No. 2-- Directors Certificate (Directors Certificate)

DIRECTOR'S CERTIFICATE We, the undersigned majority members of the Board of Directors and the Secretary, do hereby certify that the Articles of Incorporation and By-Laws of I SPY SECURITY AND DETECTIVES, INC. was amended by an affirmative vote of the stockholders owning or representing at least two-thirds (2/3) of the outstanding capital stock at a meeting held for that purpose at the principal office of the corporation on May 3, 2010. At the Special Meeting of the Stockholders of the Corporation held on May 3, 2010 at which meeting a quorum was present and acting throughout, the stockholders owning more than 2/3 of the issued and outstanding capital stock of the Corporation ratified the term to which the corporation exists and in the increase in the authorize capital stock of the corporation.

(SIGNATURES OF DIRECTORS)

STEPHANIE H. SIASON

ONIN F. CONTRERAS

NORELYN B. VENANCIO

NINETTE V. SIASON

NORVIN JOHN SIASON

COUNTERSIGNED: ______________________________ IRENE L. BALMES

(Corporate Secretary)

Form No. 4-- Acknowledgement by Individuals MULTI PARTY

ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) Quezon City ) SS. BEFORE ME, a Notary Public for all the incorporators below personally, appeared:

NAME Stephanie H. Siason Norelyn B. Venancio Onin F. Contreras Ninette V. Siason Norvin John Siason

Community Tax Cert. No. 14752236 21425668 21425668 21426530 21487956

Date& Place Issued Jan. 21,2011/Quezon City Feb 20,2011/Quezon City Feb 20,2011/Quezon City Feb 20,2011/Quezon City Feb 22,2011/Quezon City

both known to me and to me known to be the same persons who executed the foregoing instrument which they acknowledged to me as their free and voluntary act and deed, as well as the free and voluntary corporate act and deed of the corporation herein represented, consisting of only _____ page/s, including this page in which this Acknowledgement is written, duly signed by them and their instrumental witnesses on each and every page hereof. WITNESS MY HAND AND SEAL this 03rd day May 2010 at Quezon City, Philippines. NOTARY PUBLIC Doc. No. ______; Page No. ______; Book No. ______; Series of _____; SHAIRA MAY H. ADRIATICO NOTARY PUBLIC Until December 31,2011 PTR No.0260360,1-23 S.P

Form No. 3 Notice of Pre Emptive Rights (Notice of Pre Emptive Rights)

TO: All Valued Stockholder NOTICE OF PRE-EMPTIVE RIGHTS Dear Valued Stockholder: Please be informed that in connection with the application of the corporation to amend its Articles of Incorporation, ratifying the term to which the corporation
exists and increasing its authorized capital stock from to increase of the corporation's authorized capital stock from Four Million Pesos (P 4,000,000.00) divided into Forty thousand (40,000) shares with a par value of One Hundred Pesos (P 100.00) per share to One Billion Two Hundred Million Pesos (P1,200,000,000.00) divided into Forty thousand( 40,000 )shares with a par value of One Hundred Pesos (P 100.00) per share;

(which amendment was approved by the stockholders representing more than 2/3 of the outstanding capital stock at the annual stockholders' meeting and unanimously approved by the Board of Directors in the Board meeting, both held May 3, 2010 at the principal office of the corporation , you may now exercise your pre-emptive rights to subscribe to the increase in the authorized capital stock in proportion to your present shareholding. Considering that the corporation needs to process the increase as soon as possible in line with its expansion programs for this year, you are hereby given ten (10) days from receipt of this NOTICE within which to exercise your pre-emptive rights, otherwise you will be deemed to have waived the same. Metro Manila, Philippines

Very truly yours,

_________________________________ IRENE L. BALMES

(Corporate Secretary) Noted by:


_________________________________ NORELYN B. VENANCIO

(President)

Form No. 4--Secretarys Affidavit

Republic of the Philippines) Quezon, City)S.S. Metro Manila, Philippines) x---------------x S E C R E T A R Y S A F F I D A V I T I, IRENE LAQUI BALMES, Filipino, of legal age, married, and a resident of Blk. 2 Lot 3, Camaro Extension, Fairview Quezon City Philippines, after being sworn to in accordance with law, depose and state: 1.That I am the duly elected Corporate Secretary of
DETECTIVES INC.; I SPY SECURITY AND

2. On May 3, 2010 , during the Special Stockholders Meeting, the Stockholders of I SPY SECURITY AND DETECTIVES INC. owning more than two-thirds 2/3 of the outstanding capital stock approved the Amendment of the Articles of Incorporation Corporation ratified the term to which the corporation exists and in the increase in the authorize capital stock of the corporation from Four Million Pesos (P
4,000,000.00) to to (P1,200,000,000.00). One Billion Two Hundred Million

Pesos

Name
Stephanie H. Siason Norelyn B. Venancio Onin F. Contreras Ninette V. Siason Norvin John Siason TOTAL

Nationality
Filipino Filipino Filipino Filipino Filipino

No. of shares
49,991,000 3,000 2,000 2,000 2,000 50,000.00

Amount Subscribed
P49,991,000.00 3000. 00 2000. 00 2000. 00 2000. 00 P50,000,000.00

Amount Paid
P 12,497,750.00 750 500 500 500 P12,500,000.00

3. Based on the records of the Corporation as of May 03, 2010, the ownership of the shares of the corporation prior to and after the increase are as follows.

Prior the Increase of Authorized Capital Stock


Authorized Capital Stock Subscribed Shares Paid up Capital
There is no foreign equity ownership as of the date of the meeting.

After the Increase of Authorized Capital Stock


1,200,000,000 300,000,000 75,000,000

4,000,000 1,000,000 250,000

4. That several of the non-subscribing stockholders have executed written waivers expressly waiving their pre-emptive rights to subscribe to the increase in the authorized capital stock; 5. That as to the other non-subscribing stockholders, NOTICES were sent to their last known address informing them of their pre-emptive rights to subscribe to the increase in the authorized capital stock in proportion to their stockholdings and were given ten (10) days from receipt of the NOTICE within which to exercise their right to subscribe to the increase; 6.That despite due notice, however, the other non-subscribing stockholders did not or failed to exercise their pre-emptive rights within the period given and as such are deemed to have waived their rights to subscribe to the increase in the authorized capital stock; 7.That I am executing this Affidavit to attest to the veracity of the above-mentioned facts and for the purpose of requesting this Honorable Board/Commission to process the application for the extension of corporate term and increase in the authorized capital stock of the corporation. IN WITNESS HEREOF, I have hereunto set my hand this July 10,2010 in Quezon
City Manila, Philippines.

_________________________________ IRENE L. BALMES

(Corporate Secretary)

WITNESS MY HAND AND SEAL this 06th day April 2011 at Quezon City, Philippines.

NOTARY PUBLIC

Doc. No. ______; Page No. ______; Book No. ______; Series of _____;

SHAIRA MAY H. ADRIATICO NOTARY PUBLIC Until December 31,2011 PTR No.0260360,1-23 S.P

Form No. 5--Waiver of Pre Emptive Rights

WAIVER OF PRE-EMPTIVE RIGHTS I, the undersigned stockholder of I SPY SECURITY AND DETECTIVES, INC., do hereby waive my pre-emptive rights to subscribe to the increase in the authorized capital stock of the said stock from Four Million Pesos to One Billion Two
Hundred Million Pesos (P1,200,000,000.00).

IN WITNESS HEREOF, I have hereunto set my hand this July 10,2010 in Quezon
City Manila, Philippines.

_____________________ Delfin D. Agcaoili

(Stockholder) WITNESS MY HAND AND SEAL this 03rd day May 2010 at Quezon City, Philippines. NOTARY PUBLIC Doc. No. ______; Page No. ______; Book No. ______; Series of _____; SHAIRA MAY H. ADRIATICO NOTARY PUBLIC Until December 31,2011 PTR No.0260360,1-23 S.P

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