EPG Articles of Incorporation

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Articles of Incorporation

Of

Easy Payroll Global Philippines Inc.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines,
have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the
Philippines;

AND WE HEREBY CERTIFY:

FIRST: That the name of said corporation shall be:


Easy Payroll Global Philippines Inc.

SECOND: That the primary purpose for which such corporation is incorporated:

“To conduct, maintain, operate, and engage in the business of providing support
management, human resource management consultancy, employment consultancy
services to the employers, payroll maintenance and setting up assistance to payroll
services, service provider such as business process outsourcing, leasing of equipment,
technical services, technical support, installation of software and equipments,
equipment storage and the assembly, maintenance, and supervision of all equipment
or software properly connected with or incidental to any or all of such purposes to
cater the needs of offshore clients which will be achieved by utilizing existing
telecommunication facilities, without engaging in financial leasing nor acting as an
internet service provider, subject to the provisions of the Data Privacy Act of
2012(R.A. 10173)”
SECONDARY:

1. Purchase, acquire, own lease except financial leasing, sell, and convey to the extent
allowed by law, property of every kind, as may be necessary or incidental to the
conduct of the corporate business, and to pay in cash, shares of its capital stock,
debentures and other evidence of indebtedness, or other securities, as may be
deemed expedient, for any business or property acquired by the corporation to
purchase or acquire, hold, assign, mortgage, pledge, and sell, or otherwise dispose of
shares of stock, receivables, bonds, securities, or other evidence of indebtedness
issued or created by any other corporation, of any such share of stock;

2. To exercise all the rights and privileges of ownership, including the right to vote
without,however, engaging as a stockbroker or dealer in securities; and to enter into
any lawful arrangement for sharing profits, the union of interest, reciprocal
concession, or cooperation, with any corporation, association, partnership,
syndicate, entity, person, or governmental, municipal, or public authority, domestic
or foreign, in the carrying out of any of the purposes of the Corporation.
3. To engage in exporting and importing of equipment, materials and other ancillary
equipment that shall be used by the corporation as the circumstance in ordinary
business requires to be used by the corporation or by its clientele without however
engaging in retail trade.

THIRD: That the principal office of the corporation is located in


Regus One, 11/F Apple One Equicom Tower Mindanao Ave., corner Billran Road
Cebu Business Park, Cebu City, Philippines

FOURTH: That the for which said corporation is to exist is perpetual years from and after the date
of issuance of the certificate of incorporation;

FIFTH: That the names, nationalities and residences of the incorporators are as follows:

NAME NATIONALITY RESIDENCE

Tognolini, Craig Stephen Australian 2A, Short Street, Woolooware,


NSW 2330, Australia

Fernandez, Manolo Paraggua Jr. Filipino 11, Brgy. Darat, Pinili, Ilocos
Norte,2905

SIXTH: That the number of directors of the corporation shall be 2; and the names,
nationalities and residences of the first directors of the corporation are as follows:

NAME NATIONALITY RESIDENCE

Tognolini, Craig Stephen Australian 2A, Short Street, Woolooware,


NSW 2330, Australia

Fernandez, Manolo Paraggua Jr. Filipino 11, Brgy. Darat, Pinili, Ilocos
Norte,2905

SEVENTH: That the authorized capital stock of the corporation is Five Hundred Nineteen Thousand
Fifty Pesos(P519,050.00) in lawful money of the Philippines, divided into:
a.Five Hundred Nineteen Thousand Fifty (519,050) common voting shares with par
value of One peso (P1) per share;

EIGHTH: That at least twenty five (25%) percent of the authorized capital stock above has
been subscribed as follows:
NAME NATIONALIT SHARE NO. OF SUBSCRIBED
Y TYPE SHARES AMOUNT

Tognolini, Craig Australian Common 1 P1


Stephen

Fernandez, Manolo Filipino Common 1 P1


Paraggua Jr.

EASY PAYROLL Australian Common 519,048 P 519,048


GLOBAL
HOLDINGS PTY 519,050 P519,050
LTD

NINTH: That the above-named subscribers have paid at least twenty-five (25%) percent
of
the total subscription as follows:

NAME NATIONALITY PAID UP ADDITIONAL TOTAL AMOUNT MODE OF


CAPITAL PAID IN PAID PAYMENT
CAPITAL

Tognolini, Craig Australian P1 P1 Cash


Stephen

Fernandez, Filipino P1 P1 Cash


Manolo Paraggua
Jr.

EASY Australian P 519,048 P 519,048 Cash


PAYROLL
GLOBAL P 519,050 P 519,050
HOLDINGS PTY
LTD

TENTH: That Tracy Green has been elected by the subscribers as Treasurer of
The Corporation to act as such until his successor is duly elected and qualified
in accordance with the by-laws, and that as such, Treasurer, he has been
authorized to receive for and in the name and for the benefit of the corporation,
all subscriptions or donations paid or given by the subscribers.

ELEVENTH: That no transfer of stock or interest which will reduce the ownership of Filipino
Citizens to less than the required percentage of the capital stock as provided
by existing laws shall be allowed or permitted to be recorded in the proper
books of the corporation and this restriction shall be indicated in all the stock
certificates issued by the corporation.

TWELFTH: That the incorporators and directors undertake to change the name of the
corporation as herein provided, or as amended thereafter, immediately upon
receipt of notice or directive from the Securities and Exchange Commission that
another corporation,partnership or person has acquired a prior right to the use of
that name or that the name has been declared as misleading,deceptive,
confusingly similar to a registered name or contrary to public morals, good
custom or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this


_____________ day of _____________________ 20____, in the City / Municipality of
____________, Province of _____________________, Republic of the Philippines.

NAME TIN/ PASSPORT NO. SIGNATURE

Tognolini, Craig Stephen PA5256341

Fernandez, Manolo Paraggua Jr. 909 258 430

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