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Articles Of Organization For A Domestic Limited Liability Company Template for Philippines

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Key Requirements PROMPT example:

Articles Of Organization For A Domestic Limited Liability Company

"I need Articles of Organization for a Domestic Limited Liability Company in the Philippines for a tech startup with three local founders and potential foreign investment, planning to launch operations in March 2025, with specific provisions for intellectual property protection and future funding rounds."

Document background
The Articles of Organization For a Domestic Limited Liability Company is a mandatory document required under Philippine law when establishing a limited liability company. 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 entrepreneurs or business owners wish to form an LLC structure that provides liability protection while maintaining operational flexibility. It contains crucial information about the company's formation, including member details, capital structure, management framework, and business purposes. The document serves as evidence of the company's legal existence and outlines the basic rules governing its operation. It must be prepared in accordance with SEC guidelines and typically requires notarization before filing.
Suggested Sections

1. Article I - Name and Address: States the complete name of the LLC (must include 'LLC' or 'Limited Liability Company') and its principal office address in the Philippines

2. Article II - Purpose: Describes the primary purpose and secondary purposes (if any) of the LLC's business activities

3. Article III - Duration: Specifies the term of existence of the LLC (can be perpetual unless otherwise stated)

4. Article IV - Capital Structure: Details the total capital contribution, names of members, and their respective contributions and ownership percentages

5. Article V - Management: Outlines the management structure, including provisions for managers if any, and their powers and limitations

6. Article VI - Members: Lists the names, nationalities, and addresses of the initial members of the LLC

7. Article VII - Officers: Identifies the initial officers of the LLC and their positions

8. Article VIII - Meetings: Establishes procedures for regular and special meetings of members and managers

9. Article IX - Fiscal Year: Defines the fiscal year of the LLC

10. Article X - Dissolution: Provides for the conditions and procedures for dissolution of the LLC

Optional Sections

1. Article on Foreign Ownership: Required if there are foreign investors, detailing compliance with Foreign Investments Act restrictions

2. Article on Additional Capital Calls: Used when the LLC wants to establish procedures for requesting additional capital from members

3. Article on Transfer Restrictions: Include when members want to restrict the transfer of ownership interests

4. Article on Dispute Resolution: Optional section specifying arbitration or other dispute resolution mechanisms

5. Article on Intellectual Property: Important when the LLC owns or will develop significant intellectual property

6. Article on Competition and Non-Solicitation: Include when members want to restrict competitive activities

7. Article on Tag-Along and Drag-Along Rights: Used when members want to include specific exit rights and procedures

Suggested Schedules

1. Schedule A - Member Contributions: Detailed breakdown of each member's capital contributions, including nature and value of non-cash contributions

2. Schedule B - Initial Officers and Managers: Detailed information about initial officers and managers, including their qualifications and contact information

3. Schedule C - Special Rights and Obligations: Any special rights, privileges, or obligations assigned to specific members

4. Appendix 1 - Form of Membership Certificate: Template for membership certificates if the LLC chooses to issue them

5. Appendix 2 - Management Structure Chart: Organizational chart showing management hierarchy and reporting relationships

6. Appendix 3 - Business Plan: Initial business plan if required by members or for regulatory purposes

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

Technology

Manufacturing

Retail

Professional Services

Real Estate

Construction

Healthcare

Food and Beverage

Financial Services

Agriculture

Education

Tourism and Hospitality

Import/Export

Consulting

Entertainment

Relevant Teams

Legal

Compliance

Corporate Secretariat

Finance

Executive Leadership

Risk Management

Corporate Governance

Business Development

Operations

Relevant Roles

CEO

Managing Director

Business Owner

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Chief Financial Officer

Business Development Manager

Operations Director

Managing Partner

Incorporation Specialist

Corporate Governance Officer

Risk Manager

Board Secretary

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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