Business Law and Taxation

LAW 301

MODULE
7
TITLE II
INCORPORATION AND ORGANIZATION
OF PRIVATE CORPORATIONS

Sections 10-21, R.A. No. 11232

(Revised Corporation Code)

Prepared by:

Atty. April Uy-Laurio

Page 1 of 18
 Business Law and Taxation
LAW 301

Module Introduction

This module primarily focuses on the incorporation and

organization as well as the capital structure of private corporations
under Sections 10-21 of the Revised Corporation Code. Basically, the
module deals with the following sub-topics: (a) number and
qualifications of incorporators; (b) the contents and form of articles of
incorporation and the requisites for its amendment; (c) registration,
incorporation and commencement of corporation existence; and (d)
effects of non-use of corporate charter and continuous inoperation.

Intended Learning Outcomes

At the end of the module, the students should be able to:

1) Acquire legal knowledge as regards the incorporation and

organization of private corporations and the pertinent codal
provisions governing the same;
2) Explain the importance or signifance of familiarizing with the
capital structure of private corporation; and

3) Develop analytical skills in the application of the relevant law and

jurisprudence on daily transactions particularly in business
dealings.

Page 2 of 18
 Business Law and Taxation
LAW 301

TITLE II
INCORPORATION AND ORGANIZATION
OF PRIVATE CORPORATIONS

Section 10. Number and Qualifications of Incorporators. - 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 as described in Title XIII, Chapter III of this Code.

Number and Qualification of Incorporators

A. Number: Not more than fifteen (15)
 The Revised Corporation Code removed the prescribed minimum
number of incorporators. Previously, the incorporators must be not
less than five (5) except for special corporations.

 A corporation with a single stockholder is considered a One Person

Corporation.

B. Qualifications
1. Any person, natural or juridical, may organize a corporation.

 Juridical entities (partnership, association or corporation, singly

or jointly with others) are now permitted to be incorporators, and
not merely initial subscribers under the Old Code.

 The following are NOT allowed to organize as a corporation,

except as provided under special laws:

Page 3 of 18
 Business Law and Taxation
LAW 301

a. Natural persons who are licensed to practice a profession;

b. Partnerships or associations organized for the purpose of
practicing a profession.

2. Incorporators must be of legal age; and

3. Each incorporator must subscribe to at least one share of the capital

stock.

Note: The RCC removed the Philippine residency requirement for the
majority of the incorporators.

Section 11. Corporate Term. - A corporation shall have perpetual

existence unless its articles of incorporation provides otherwise.
Corporations with certificates of incorporation issued prior to the
effectivity of this Code, and which continue to exist, shall have
perpetual existence, unless the corporation, upon a vote of its
stockholders representing a majority of its outstanding capital
stock, notifies the Commission that it elects to retain its specific
corporate term pursuant to its articles of
incorporation: Provided, That any change in the corporate term
under this section is without prejudice to the appraisal right of
dissenting stockholders in accordance with the provisions of this
Code.
A corporate term for a specific period may be extended or shortened
by amending the articles of incorporation: Provided, That no
extension may be made earlier than three (3) years prior to the
original or subsequent expiry date(s) unless there are justifiable
reasons for an earlier extension as may be determined by the
Commission: Provided, further, That such extension of the corporate
term shall take effect only on the day following the original or
subsequent expiry date(s).
A corporation whose term has expired may apply for revival of its
corporate existence, together with all the rights and privileges
under its certificate of incorporation and subject to all of its duties,
debts and liabilities existing prior to its revival. Upon approval by
the Commission, the corporation shall be deemed revived and a
certificate of revival of corporate existence shall be issued, giving it
perpetual existence, unless its application for revival provides
otherwise.
Page 4 of 18
 Business Law and Taxation
LAW 301

No application for revival of certificate of incorporation of banks,

banking and quasi-banking institutions, pre-need, insurance and
trust companies, non-stock savings and loan associations (NSSLAs),
pawnshops, corporations engaged in money service business, and
other financial intermediaries shall be approved by the Commission
unless accompanied by a favorable recommendation of the
appropriate government agency.

Corporate Term

General Rule: The Revised Corporation Code provides that a corporation

shall have perpetual existence. Thus, it is presumed that shareholders, when
they incorporated, assented to the perpetual character of their contract.

The AOIs of existing corporations shall be deemed amended to reflect

their perpetual term.

Exception: When the AOIs of corporations created under the effectivity of

this Code provide for a specific period. [Sec 11]

Extending or shortening the corporate term

General Rule: If a corporation wishes to extend its corporate term, it may
amend its AOI at least 3 years prior to the expiration of its term. [Sec. 11]
Previously, such change should be made at least 5 years prior to the
expiration.

Exception: When there exists justifiable reasons for an earlier extension, as

may be determined by the SEC.

Requisites: A private corporation may extend or shorten its term as stated

in the articles of incorporation when:
1. Approved by a majority vote of the board of directors or trustees; and
2. Ratified at a meeting by the stockholders or members representing
at least two-thirds (2/3) of the outstanding capital stock.

Note: In case of extension of corporate term, a dissenting stockholder may

exercise the right of appraisal. [Sec. 36]

Revival of Corporate Existence

Corporations with an expired term upon the effectivity of the RCC may
apply with the SEC for revival of its corporate existence. Upon approval by
the SEC, it will then issue a certificate of revival giving the corporation a

Page 5 of 18
 Business Law and Taxation
LAW 301

perpetual existence, with all its rights and privileges, and subject to all its
duties, debts and liabilities prior to revival, unless it requests for a limited
term. [Sec. 11]

This benefit does not extend to corporations whose dissolution was

decreed by the SEC or the courts.

Summary of changes under the RCC

For newly
GR: Automatic perpetual term
established
XPN: AOI provides a specific corporate term
corporations

GR: AOI shall be deemed amended to reflect a

For existing
perpetual term.
corporations
XPN: The corporation elects to retain their existing
term; Requires majority vote of shareholders/members
and notice to SEC.

For
GR: May apply with the SEC for the revival of the
corporations
corporation. Upon approval, they will have a perpetual
with expired
term.
terms
XPN: Their application indicates a fixed term.

For
GR: May file an application for extension of such term
corporations
at least 3 years prior to the expiration of the term
with a
XPN: There are justifiable reasons for an earlier
limited term
extension as determined by the SEC.

Section 12. Minimum Capital Stock Not Required of Stock

Corporations. - Stock corporations shall not be required to have
minimum capital stock, except as otherwise specially provided by
special law.

No minimum capital requirement

Under the Old Corporation Code, at least 25% of the authorized capital
stock as stated in the AOI must be subscribed at the time of incorporation,
and at least 25% of the total subscription must be paid upon subscription.
[Sec 13, CC]

Page 6 of 18
 Business Law and Taxation
LAW 301

Section 13 has been removed in the Revised Corporation Code, thus

removing such minimum capital requirements. However, the increase in
capital stock remains subject to the 25% subscription and 25% payment of
subscription rule. [Sec. 37]

Subscription Agreements
Any contract for the acquisition of unissued stock in an existing
corporation or a corporation still to be formed shall be deemed a subscription
contract. This is notwithstanding the fact that the parties may refer to it as a
purchase or some other contract. [Sec. 59]

Nature of Subscription Contracts

A subscription contract is indivisible. Consequently, where stocks were
subscribed and part of the subscription contract price was not paid, the
whole subscription shall be considered delinquent and not only the shares
which correspond to the amount not paid.
Nevertheless, holders of subscribed shares not fully paid and which are not
yet delinquent, shall have all the rights of a stockholder. [Sec. 71]

Interest on Unpaid Subscription

General Rule: A stockholder is NOT liable to pay interest on his unpaid
subscription. He is not considered a corporate debtor for the unpaid amount
of his subscription.

Exception: If expressly stipulated in the subscription contract. [Sec 65]

Section 13. Contents of the Articles of Incorporation. - All

corporations shall file with the Commission articles of incorporation
in any of the official languages, duly signed and acknowledged or
authenticated, in such form and manner as may be allowed by the
Commission, containing substantially the following matters, except
as otherwise prescribed by this Code or by special law:

(a) The name of corporation;

(b) The specific purpose or purposes for which the corporation is

being formed. Where a corporation has more than one stated
purpose, the articles of incorporation shall indicate the
primary purpose and the secondary purpose or
purposes: Provided, That a non-stock corporation may not

Page 7 of 18
 Business Law and Taxation
LAW 301

include a purpose which would change or contradict its nature

as such;

(c) The place where the principal office of the corporation is to be

located, which must be within the Philippines;

(d) The term for which the corporation is to exist, if the

corporation has not elected perpetual existence;

(e) The names, nationalities, and residence addresses of the

incorporators;

(f) The number of directors, which shall not be more than fifteen
(15) or the number of trustees which may be more than fifteen
(15);

(g) The names, nationalities, and residence addresses of persons

who shall act as directors or trustees until the first regular
directors or trustees are duly elected and qualified in
accordance with this Code;

(h) If it be a stock corporation, the amount of its authorized

capital stock, number of shares into which it is divided, the
par value of each, names, nationalities, and subscribers,
amount subscribed and paid by each on the subscription, and
a statement that some or all of the shares are without par
value, if applicable;

(i) If it be a non-stock corporation, the amount of its capital, the

names, nationalities, and residence addresses of the
contributors, and amount contributed by each; and

(j) Such other matters consistent with law and which the
incorporator¹s may deem necessary and convenient.

An arbitration agreement may be provided in the articles of

incorporation pursuant to Section 181 of this Code.

The Articles of incorporation and applications for amendments

thereto may be filed with the Commission in the form of an
electronic document, in accordance with the Commission's rule and
regulations on electronic filing.

Page 8 of 18
 Business Law and Taxation
LAW 301

Section 14. Form of Articles of Incorporation. - Unless otherwise

prescribed by special law, the articles of incorporation of all
domestic corporations shall comply substantially with the following
form:

Articles of Incorporation
of

____________________
(Name of Corporation)

The undersigned incorporators, all of legal age, have voluntarily agreed to

form a (stock) (nonstock) corporation under the laws of the Republic of
the Philippines and certify the following:

First: That the name of said corporation shall be "_________________", Inc.

Corporation or OPC";

Second: That the purpose or purposes for which such corporation is

incorporated are: (If there is more than one purpose, indicate primary and
secondary purposes);

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

City/Municipality of _______________, Province of ______________________,
Philippines;

Fourth: That the corporation shall have perpetual existence or a term of

___________ years from the date of issuance of the certificate of
incorporation;

Fifth: That the names, nationalities, and residence addresses of the

incorporators of the corporation are as follows:

Name Nationality Residence

___________________ ___________________ ___________________

____________________ ____________________ ____________________

____________________ ____________________ ____________________

_______________________ _______________________ ____________________

_______________________ ________________________ _____________________

Sixth: That the number if directors or trustees of the corporation shall be

___________________; and the names, nationalities, and residence addresses
of the first directors or trustees of the corporation are as follows:

Page 9 of 18
 Business Law and Taxation
LAW 301

Name Nationality Residence

________________________ ________________________ ________________________

________________________ ________________________ ________________________

________________________ ________________________ ________________________

________________________ ________________________ ________________________

________________________ ________________________ ________________________

Seventh: That the authorized capital stock of the corporation is

____________________ PESOS (₱______), dividend into ____ shares with the par
value of ___________________ PESOS (₱_____________) per share. (In case all the
shares are without par value): That the capital stock of the corporation is
__________________ shares without par value.

(In case some shares have par value and some are without par value):
That the capital stock of said corporation consists of
________________________________ shares, of which _______________________ shares
have a par value of ___________________________PESOS (₱_______) each, and of
which ____________________ shares are without par value.

Eight: That the number of shares of the authorized capital stock-stated

has been subscribed as follows:

ight: That the number of shares of the authorized capital stock-stated has
been subscribed as follows:

No. of
Name of Amount
Nationality Shares Amount Paid
Subscriber Subscribed
Subscribed

(Modify No. 8 if shares are with no-par value. In case the corporation is
nonstock, Nos. 7 and 8 of the above articles may be modified accordingly,
and it is sufficient if the articles may be modified accordingly, and it is
sufficient if the articles state the amount of capital or money contributed
or donated by specified persons, stating the names, nationalities, and
residence addresses of the contributors or donors and the respective
amount given by each.)

Ninth: That _______________________ has been elected by the subscribers as

Treasurer of the Corporation to act as such until after the successor is
duly elected and qualified in accordance with the bylaws, that as
Treasurer, authority has been given to receive in the name and for the
benefit of the corporation, all subscriptions, contributions or donations
paid or given by the subscribers or members, who certifies the information
set forth in the seventh and eighth clauses above, and that the paid-up

Page 10 of 18
 Business Law and Taxation
LAW 301

portion of the subscription in cash and/or property for the benefit and
credit of the corporation has been duly received.

Tenth: That the incorporators undertake to change the name of the

corporation immediately upon receipt of notice from the Commission that
another corporation, partnership or person has acquired a prior right to
the use of such name, that the name has been declared not
distinguishable from a corporation, or that it is contrary to law, public
morals, good customs or public policy.

Eleventh: (Corporations which will engage in any business or activity

reserved for Filipino citizens shall provide the following):

"No transfer of stock or interest which shall reduce the ownership of

Filipino citizens to less than the required percentage of capital stock as
provided by existing laws shall be allowed or permitted to be recorder in
the proper books of the corporation, and this restriction shall be indicated
in all stock certificates issued by the corporation."

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.

_____________________________ _____________________________

_____________________________ _____________________________

_____________________________ _____________________________

_____________________________ _____________________________

_____________________________ _____________________________

(Names and signatures of the incorporators)

____________________________
(Name and signature of Treasurer)

Articles of Incorporation (AOI)

The AOI is a basic contract document, defining the charter of the
corporation, and serves as the basis by which to judge whether it exists for
legal purposes.

The charter of the corporation is a contract between 3 parties:

a. Between the State and the corporation;

b. Between the stockholders and the State;
c. Between the corporation and its stockholders;
d. Among the stockholders themselves.

Page 11 of 18
 Business Law and Taxation
LAW 301

The AOI must be filed with the SEC for the issuance of the Certificate of
Incorporation. The AOI and its amendments can be filed electronically in
accordance with the Commission's rule and regulations on electronic filing.
[Sec. 13]

Contents of AOI

The Articles of Incorporation must contain:

(a) The corporate Name;

(b) The specific purpose or purposes for which the corporation is being
formed;
 Where a corporation has more than one stated purpose, the
articles of incorporation shall indicate the primary purpose and
the secondary purpose or purposes;

 A non-stock corporation may not include a purpose which would

change or contradict its nature as such.
 Corporation may not be formed for the purpose of practicing a
profession like law, medicine or accountancy.

(c) The principal place of the business of the corporation which must
be within the Philippines;

(d) The corporate term, if the corporation has not elected perpetual
existence;

(e) The names, nationalities, and residence addresses of the

incorporators;

(f) The number of directors, which shall not be more than fifteen (15), or
the number of trustees which may be more than fifteen (15);

 The minimum number of directors/trustees has been repealed.

Ordinary corporations can have a minimum of two (2) directors,
since only OPCs can have one (1) director.

(g) The names, nationalities, and residence addresses of persons

who shall act as directors or trustees until the first regular

Page 12 of 18
 Business Law and Taxation
LAW 301

directors or trustees are duly elected and qualified in accordance with

this Code;

 Treasurer who has been chosen by the pre-incorporation

subscribers or members to receive, on behalf of the corporation,
all subscriptions /contributions paid by them. [SEC Memorandum
Circular No. 26, s. 2019]

(h) For stock corporations:

1. The authorized capital stock,
2. Number of shares into which it is divided,
3. The par value of each share,
4. Names, nationalities, and residence addresses of the original
subscribers,
5. Amount subscribed and paid by each on the subscription, and
6. A statement that some or all of the shares are without par value,
if applicable;

(i) For non-stock corporations:

1. Amount of its capital,
2. The names, nationalities, and
3. Residence addresses of the contributors, and
4. Amount contributed by each.

(j) Such other matters consistent with law and which the incorporators
may deem necessary and convenient, like arbitration agreements and
transfer restrictions.

Section 15. Amendment of Articles of Incorporation. - Unless

otherwise prescribed by this Code or by special law, and for
legitimate purposes, any provision or matter stated in the articles of
incorporation may be amended by a majority vote of the board of
directors or trustees and the vote or written assent of the
stockholders representing at least two-thirds (2/3) of the
outstanding capital stock, without prejudice to the appraisal right of
dissenting stockholders in accordance with the provisions of this
Code. The articles of incorporation of a non-stock corporation may
be amended by the vote or written assent of majority of the
trustees and at least two-thirds (2/3) of the members.

The original and amended articles together shall contain all

provisions required by law to be set out in the articles of
incorporation. Amendments to the articles shall be indicated by
underscoring the change or changes made, and a copy thereof duly
certified under oath by the corporate secretary and a majority of the
Page 13 of 18
 Business Law and Taxation
LAW 301

directors or trustees, with a statement that the amendments have

been duly approved by the required vote of the stockholders or
members, shall be submitted to the Commission.

The amendments shall take effect upon their approval by the

Commission or from the date of filing with the said Commission if
not acted upon within six (6) months from the date of filing for a
cause not attributable to the corporation.

Amendment of Articles of Incorporation

The following items are amendable under Sec. 15:

1. Change of name of the corporation or adding business name;
2. Adding to or changing the purpose/s;
3. Change of principal office;
4. Change in the number of directors or trustees;
5. Increase or decrease in authorized capital stock [subject to Sec.
37]; re-classifying shares in the authorized capital stock;
6. Adding or revising transfer restrictions.

Requisites for amendment

a. Majority vote of the BODs or BOTs; and
b. The vote or written assent of
i. 2/3 of the outstanding capital stock, without prejudice to the
appraisal right of dissenting stockholders in accordance with the
provisions of the RCC, in case of stock corporations;
ii. 2/3 of the members if it be a non-stock corporation, unless the AOI
provides for higher voting requirements.

Amendments will take effect only:

i. Upon their approval by the SEC through the issuance of a certificate

of the amended AOI; OR

ii. From the date of filing with the SEC if not acted upon within 6 months
from the date of filing for a cause not attributable to the corporation.

Section 16. Grounds When Articles of Incorporation or Amendment

May be Disapproved. The Commission may disapprove the articles

Page 14 of 18
 Business Law and Taxation
LAW 301

of incorporation or any amendment thereto if the same is not

compliant with the requirements of this Code: Provided, That the
Commission shall give the incorporators, directors, trustees, or
officers a reasonable time from receipt of the disapproval within
which to modify the objectionable portions of the articles or
amendment. The following are ground for such disapproval:

(a) The articles of incorporation or any amendment thereto is not

substantially in accordance with the form prescribed herein;

(b) The purpose or purposes of the corporation are patently

unconstitutional, illegal, immoral or contrary to government
rules and regulations;

(c) The certification concern the amount of capital stock

subscribed and/or paid is false; and

(d) The required percentage of Filipino ownership of the capital

stock under existing laws or the Constitution has not been
complied with.

No articles of incorporation or amendment to articles of

incorporation of banks, banking and quasi-banking institutions,
preneed, insurance and trust companies, NSSLAs, pawnshops and
other financial intermediaries shall be approved by the Commission
unless accompanied by a favorable recommendation of the
appropriate government agency to the effect that such articles or
amendment is in accordance with law.

Grounds when articles of incorporation or amendment may be

disapproved

(a) The articles of incorporation or any amendment thereto is not

substantially in accordance with the form prescribed under the RCC;

(b) The purpose/s of the corporation are patently unconstitutional, illegal,

immoral or contrary to government rules and regulations;

(c) The certification concerning the amount of capital stock subscribed

and/or paid is false; and

(d) The required percentage of Filipino ownership of the capital stock

under existing laws or the Constitution has not been complied with.

Page 15 of 18
 Business Law and Taxation
LAW 301

The AOI or any amendments thereto of banks, banking and quasi-banking

institutions, preneed, insurance and trust companies, NSSLAs, pawnshops
and other financial intermediaries shall be approved by the Commission only
if accompanied by a favorable recommendation of the appropriate
government agency to the effect that such articles or amendment is in
accordance with law.

Section 17. Corporate Name. - No corporate name shall be allowed

by the Commission if it is not distinguishable from that already
reserved or registered for the use if another corporation, or if such
name is already protected by law, rules and regulations.

A name is not distinguishable even if it contains one or more of the

following:

a. The word "corporation", "company", incorporated", "limited",

"limited liability", or an abbreviation ofone if such words; and

b. Punctuations, articles, conjunctions, contractions,

prepositions, abbreviations, different tenses, spacing, or
number of the same word or phrase.

The Commission upon determination that the corporate name is: (1)
not distinguishable from a name already reserved or registered for
the use of another corporation; (2) already protected by law; or (3)
contrary to law, rules and regulations, may summarily order the
corporation to immediately cease and desist from using such name
and require the corporation to register a new one. The Commission
shall also cause the removal of all visible signages, marks,
advertisements, labels prints and other effects bearing such
corporate name. Upon the approval of the new corporate name, the
Commission shall issue a certificate of incorporation under the
amended name.
If the corporation fails to comply with the Commission's order, the
Commission may hold the corporation and its responsible directors
or officers in contempt and/or hold them administratively, civilly
and/or criminally liable under this Code and other applicable laws
and/or revoke the registration of the corporation.

Criteria for allowable corporate names

Under present law, no corporate name shall be allowed by the

Commission if it is:

Page 16 of 18
 Business Law and Taxation
LAW 301

a. Not distinguishable from that already reserved or registered for

the use of another corporation, or
b. Already protected by law, or
c. Used contrary to existing law, rules and regulations. [Sec. 17]

If the SEC determines that a corporation’s name is not allowed, it may:

a. Summarily order the corporation to immediately cease and

desist from using a non-distinguishable name and require it to
register a new one;

b. Cause the removal of all visible signages, marks, advertisements,

labels, prints and other effects bearing such corporate name.
[Sec. 17]

SEC Memorandum Circular No. 13 s. 2019

a. The corporate name shall contain the word "Corporation" or
"Incorporated," or the abbreviations "Corp." or "Inc." respectively;

b. In the case of a One Person Corporation, the corporate name shall

contain the word "OPC" either below or at the end of its corporate
name.

Section 21. Effects of Non-Use of Corporate Charter and Continuous

Inoperation. - If a corporation does not formally organize and
commence its business within five (5) year from the date of its
incorporation, its certificate of incorporation shall be deemed
revoked as of the day following the end of the five (5)-year period.

However, if a corporation has commence its business but

subsequently becomes inoperative for a period of at least five (5)
consecutive years, the Commission may, after due notice and
hearing, place the corporation under delinquent status.

A delinquent corporation shall have a period of two (2) years to

resume operations and comply with all requirements that the
Commission shall prescribed. Upon the compliance by the
corporation, the Commission shall issue an order lifting the
delinquent status. Failure to comply with the requirements and
resume operations within the period given by the Commission shall
cause the revocation of the corporation's certificate of
incorporation.

Page 17 of 18
 Business Law and Taxation
LAW 301

The Commission shall give reasonable notice to, and coordinate with
the appropriate regulatory agency prior to the suspension or
revocation of the certificate of incorporation of companies under
their special regulatory jurisdiction.

Effects of non-use of corporate charter and continuous inoperation

 If a corporation does not formally organize and commence its business

within five (5) year from the date of its incorporation, its certificate of
incorporation shall be deemed revoked as of the day following the end
of the five (5)-year period.

 If a corporation has commence its business but subsequently becomes

inoperative for a period of at least five (5) consecutive years, the
Commission may, after due notice and hearing, place the
corporation under delinquent status.

 A delinquent corporation shall have two (2) years to resume operations

and comply with all requirements as prescribed by the SEC.

 Upon the compliance by the corporation, the Commission shall issue an

order lifting the delinquent status. Failure to comply with the
requirements and resume operations within the period given by the
Commission shall cause the r3evocation of the corporation's certificate
of incorporation.

 The Commission shall give reasonable notice to, and coordinate with the
appropriate regulatory agency prior to the suspension or revocation of
the certificate of incorporation of companies under their special
regulatory jurisdiction.

 END 

Page 18 of 18