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Articles Of Organization And Certificate Of Organization Template for Philippines

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Key Requirements PROMPT example:

Articles Of Organization And Certificate Of Organization

"I need Articles of Organization and Certificate of Organization for a tech startup in Manila with 30% foreign ownership, planned incorporation date of March 2025, with provisions for multiple share classes and future venture capital investment."

Document background
The Articles of Organization and Certificate of Organization are essential documents required for corporate formation in the Philippines. These documents must be prepared and filed when establishing any new corporation under Philippine jurisdiction, in compliance with the Revised Corporation Code and SEC regulations. They contain critical information about the corporation's structure, including its name, purpose, capital, governance, and operational framework. The Articles of Organization establish the corporation's basic charter, while the Certificate of Organization, issued by the SEC, confirms the corporation's legal existence. These documents are particularly important as they serve as the foundation for all corporate activities and are frequently referenced for corporate governance, regulatory compliance, and business transactions. They must be carefully drafted to ensure compliance with Philippine law and to provide a solid foundation for the corporation's operations.
Suggested Sections

1. Corporate Name and Address: The complete and exact corporate name as approved by the SEC and the specific address of the principal office

2. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation

3. Duration: Statement of corporate term duration (perpetual unless specified otherwise)

4. Capital Structure: Details of authorized capital stock, par value, and classes of shares if applicable

5. Incorporators and Directors: Names, nationalities, and addresses of incorporators and initial directors

6. Corporate Officers: Designation of initial officers of the corporation

7. Subscription and Payment of Capital: Details of share subscription and payment by incorporating stockholders

8. Corporate Powers: Enumeration of corporate powers and limitations

9. Board of Directors: Composition, qualifications, terms, and powers of the board

10. Stockholders Meetings: Provisions for regular and special meetings, quorum requirements, and voting rights

11. Amendments: Procedures for amending the Articles of Organization

Optional Sections

1. Special Provisions: Additional provisions specific to regulated industries or special corporate types

2. Foreign Ownership Provisions: Required when foreign investors are involved, detailing ownership restrictions and compliance

3. Preferred Shares Rights: Detailed when the corporation has multiple share classes, specifying rights and privileges

4. Branch Office Provisions: Required when the corporation plans to establish branch offices

5. Corporate Seal: Description of corporate seal if the organization chooses to have one

6. Arbitration Clause: Provisions for dispute resolution through arbitration

7. Compliance Committee: Required for corporations in regulated industries or those choosing to establish such committee

Suggested Schedules

1. Schedule A - Share Capital Details: Detailed breakdown of share classes, rights, and subscription information

2. Schedule B - Directors' Information: Comprehensive information about directors including their qualifications and shareholdings

3. Schedule C - Corporate Officers' Information: Detailed information about appointed officers and their responsibilities

4. Appendix 1 - SEC Submissions: List of required SEC forms and supporting documents

5. Appendix 2 - Tax Registrations: Details of tax registration requirements and supporting documents

6. Appendix 3 - Special Licenses: List of industry-specific permits and licenses if applicable

7. Appendix 4 - Corporate Governance Manual: Required for corporations meeting certain capital thresholds or in regulated industries

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

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Relevant Industries

Banking and Finance

Manufacturing

Retail

Technology

Real Estate

Healthcare

Education

Professional Services

Transportation

Energy

Agriculture

Construction

Telecommunications

Mining

Tourism and Hospitality

Media and Entertainment

Import/Export

Business Process Outsourcing

Food and Beverage

Environmental Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Executive Management

Board of Directors

Corporate Governance

Risk Management

Regulatory Affairs

Administrative Services

Corporate Planning

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Board Director

Corporate Governance Officer

Risk Management Officer

General Counsel

Managing Partner

Company Registrar

Legal Manager

Corporate Law Specialist

Regulatory Affairs Manager

Business Development Manager

Company Director

Corporate Planning Officer

Administrative Officer

Executive Director

Incorporation Specialist

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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