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Certificate Of Articles Of Incorporation

Certificate Of Articles Of Incorporation Template for Philippines

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Key Requirements PROMPT example:

Certificate Of Articles Of Incorporation

"I need a Certificate of Articles of Incorporation for a new technology startup in Manila with 5 million PHP authorized capital, planning to launch in March 2025, with provisions for future foreign investment and potential IPO."

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Document background
The Certificate of Articles of Incorporation is a mandatory legal document required under Philippine law for establishing a corporation. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and serves as the foundation document that brings the corporation into existence. The document includes crucial information required by the Revised Corporation Code, such as the corporation's name, purpose, principal office, capital structure, and details of incorporators and directors. This document is essential for any business seeking to incorporate in the Philippines and must be prepared with careful attention to legal requirements and SEC regulations. Once approved by the SEC, it becomes the primary evidence of the corporation's legal existence and the basis for its operations and governance structure.
Suggested Sections

1. Corporate Name: The complete and exact corporate name that has been verified and reserved with the SEC

2. Principal Office: Complete address of the corporation's principal office, which must be located in the Philippines

3. Corporate Purpose: Specific statement of the primary purpose and secondary purposes of the corporation

4. Corporate Term: Statement of the corporation's term of existence, which may be perpetual

5. Incorporators and Directors: Names, nationalities, and residential addresses of all incorporators and directors, who must be at least 5 and majority must be residents of the Philippines

6. Capital Structure: Details of authorized capital stock, par value, and subscription requirements including the amount subscribed and paid-up

7. Treasurer's Affidavit: Sworn statement by the Treasurer regarding the amount of capital stock subscribed and paid-up

8. Corporate Officers: Names and details of initial officers of the corporation

9. Fiscal Year: Specification of the corporation's fiscal year

10. Execution: Signature portion for incorporators and witnesses, with acknowledgment before a notary public

Optional Sections

1. By-Laws Provisions: Specific provisions that would normally be in by-laws but are being included in the Articles for emphasis or importance

2. Foreign Ownership Limitations: Required when the corporation operates in a nationality-restricted industry or has foreign investors

3. Preferred Shares Provisions: Details of rights, privileges, and restrictions of preferred shares if the corporation will issue them

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

5. Founder's Shares: Special provisions for founder's shares with their corresponding rights and privileges

Suggested Schedules

1. Schedule A - Subscription Details: Detailed breakdown of share subscriptions by each incorporator

2. Schedule B - Property Contributions: Description and valuation of any property being contributed as payment for shares

3. Schedule C - Secondary Purposes: Detailed list of secondary purposes if too lengthy for main document

4. Appendix 1 - Treasurer's Affidavit Supporting Documents: Bank certificates and other proof of paid-up capital

5. Appendix 2 - Tax Identification Documents: Copies of tax identification documents of 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

alex.den.21@genieai.co
Relevant legal definitions






























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Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Real Estate

Healthcare

Education

Construction

Agriculture

Mining

Transportation

Telecommunications

Professional Services

Energy

Tourism

Food and Beverage

Media and Entertainment

Import/Export

Wholesale Trade

Business Process Outsourcing

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Tax

Corporate Governance

Risk Management

Administrative

Regulatory Affairs

Corporate Planning

Investment Relations

Board Support

Executive Office

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Corporate Treasurer

Board Director

Company President

Vice President for Legal Affairs

Corporate Governance Officer

Risk Management Officer

Tax Manager

Business Development Manager

Managing Director

Company Registrar

Regulatory Affairs Manager

Corporate Planning Officer

Investment Relations Officer

Administrative Officer

Company 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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