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Articles Of Incorporation Federal Template for Philippines

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Key Requirements PROMPT example:

Articles Of Incorporation Federal

"I need Articles of Incorporation Federal for a Philippine technology startup launching in March 2025, with a capital structure allowing for future foreign investment up to 40% ownership and specific provisions for issuing preferred shares to venture capital investors."

Document background
Articles of Incorporation Federal in the Philippines is the primary document required to establish a corporation under Philippine law. It must be filed with the Securities and Exchange Commission (SEC) and comply with the Revised Corporation Code of the Philippines (Republic Act No. 11232). This document is used when founding a new corporation or converting an existing business into a corporate entity. It contains crucial information about the corporation's identity, purpose, capital structure, and governance framework. The document serves multiple purposes: it creates the corporation as a legal entity, establishes the basic rights and obligations of stockholders, defines the corporation's business purposes, and sets out its governance structure. The SEC requires specific formatting and content requirements, and the document must be signed by the incorporators and authenticated by a notary public before filing.
Suggested Sections

1. Article I - Corporate Name: States the complete and exact corporate name as approved by the SEC

2. Article II - Principal Office: Specifies the complete address of the principal office location in the Philippines

3. Article III - Corporate Purpose: Details the primary and secondary purposes of the corporation

4. Article IV - Corporate Term: Specifies the duration of corporate existence (typically perpetual under the new code)

5. Article V - Capital Stock: Details the authorized capital stock, par value, and classes of shares

6. Article VI - Incorporators and Directors: Lists the names, nationalities, and addresses of incorporators and initial directors

7. Article VII - Subscription and Payment of Shares: Details the subscription of shares by incorporators and payment terms

8. Article VIII - Board of Directors: Specifies the number, qualifications, terms, and powers of the board

9. Article IX - Officers: Defines the corporate officers, their roles, and appointment process

10. Article X - Meetings: Establishes rules for stockholders' and board meetings

11. Article XI - Fiscal Year: Defines the corporation's fiscal year period

Optional Sections

1. Article on Foreign Ownership Limitations: Required when the corporation operates in industries with foreign ownership restrictions

2. Article on Preferred Shares: Needed when the corporation will issue preferred shares with special rights and privileges

3. Article on Corporate Seal: Optional provision describing the corporate seal design and usage

4. Article on Branch Offices: Required when the corporation plans to establish branch offices

5. Article on Committees: Needed when establishing specific board committees beyond standard requirements

6. Article on Stock Transfer: Required for corporations with specific share transfer restrictions or procedures

Suggested Schedules

1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and privileges

2. Schedule B - Subscriber Information: Complete details of share subscribers including tax identification numbers

3. Schedule C - Secondary Purposes: Detailed list of secondary business activities if extensive

4. Appendix 1 - Director's Acceptance: Written acceptance of nomination by initial directors

5. Appendix 2 - Treasurer's Affidavit: Sworn statement regarding paid-up capital

6. Appendix 3 - Tax Identification Documents: Copies of tax registration documents for incorporators

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Relevant Industries

Manufacturing

Retail

Technology

Financial Services

Real Estate

Healthcare

Education

Professional Services

Construction

Agriculture

Tourism

Transportation

Energy

Telecommunications

Mining

Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Executive Management

Board of Directors

Corporate Affairs

Regulatory Affairs

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Company President

Corporate Treasurer

Managing Director

General Counsel

Incorporation Agent

Corporate Governance Officer

Legal Manager

Business Development Manager

Company Registrar

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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