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Articles Of Organization S Corp Template for Philippines

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Key Requirements PROMPT example:

Articles Of Organization S Corp

"I need Articles of Organization S Corp for a tech startup in Manila, launching in March 2025, with 40% foreign ownership and plans for rapid scaling, including provisions for future venture capital investment and employee stock options."

Document background
Articles of Organization S Corp is a crucial corporate formation document required under Philippine law for establishing a corporation. While the S Corporation designation is primarily a US tax concept, the Articles of Organization in the Philippines must comply with the Revised Corporation Code and SEC regulations. This document is necessary when founders wish to establish a new corporation, providing the legal framework for the entity's existence. It contains essential information such as corporate name, purpose, capital structure, governance framework, and details of incorporators and officers. The document must be filed with the Securities and Exchange Commission (SEC) and forms part of the public record. It serves as the foundation for corporate existence and is referenced throughout the corporation's lifetime for matters relating to corporate governance, compliance, and structural changes. The Articles must also align with Philippine tax laws and regulations, though the specific S Corporation tax treatment common in the US is not directly applicable in the Philippine context.
Suggested Sections

1. Corporate Name: The complete and exact corporate name that complies with SEC naming regulations

2. Principal Office: Complete address of the corporation's principal office in the Philippines

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

4. Term of Existence: Duration of corporate existence (typically perpetual under the RCC)

5. Capital Structure: Details of authorized capital stock, par value, and classes of shares

6. Names and Details of Incorporators: Names, nationalities, and addresses of all incorporators (minimum of 1-15 incorporators)

7. Board of Directors: Number, qualifications, terms, and initial members of the board

8. Corporate Officers: Designation of required officers and their roles

9. Subscription and Payment of Capital: Details of share subscription and payment by incorporators

10. Tax Provisions: Specific provisions related to taxation and fiscal matters

11. Dissolution and Liquidation: Procedures for corporate dissolution and asset distribution

Optional Sections

1. Foreign Ownership Provisions: Required if the corporation has or plans to have foreign investors, detailing compliance with foreign ownership restrictions

2. Preemptive Rights: Optional provisions regarding shareholders' rights to maintain their percentage ownership

3. Transfer Restrictions: Specific restrictions on the transfer of shares, if any

4. Arbitration Clause: Provisions for dispute resolution through arbitration

5. Branch Offices: Provisions for establishing branch offices or subsidiaries

6. Special Corporate Policies: Any specific policies required by the nature of the business

7. Voting Trust: Provisions for voting trust arrangements if contemplated

Suggested Schedules

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

2. Schedule B - Initial Subscribers: List of initial shareholders with their corresponding subscriptions and payments

3. Schedule C - Board Resolution: Initial board resolutions adopting the Articles of Organization

4. Schedule D - Corporate Officers: Detailed information about appointed officers and their responsibilities

5. Schedule E - Special Provisions: Any special provisions or restrictions applicable to the corporation

6. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding the payment of capital stock

7. Appendix 2 - Tax Identification Documents: Required tax registration information and certificates

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



































Clauses






























Relevant Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Real Estate

Financial Services

Construction

Agriculture

Transportation

Education

Hospitality

Energy

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Tax

Risk Management

Corporate Governance

Executive Leadership

Business Development

Administrative

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Company President

Treasurer

Corporate Governance Officer

Managing Director

Business Development Manager

Risk Management Officer

Tax Manager

Corporate Planning Director

Incorporator

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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