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Certificate Of Organization Limited Liability Company

Certificate Of Organization Limited Liability Company Template for Philippines

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Certificate Of Organization Limited Liability Company

"I need a Certificate of Organization Limited Liability Company for a tech startup in Manila, with 40% foreign ownership from Singapore investors, starting operations in March 2025, focusing on software development and AI consulting services."

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Document background
The Certificate of Organization Limited Liability Company is a crucial document required for establishing an LLC in the Philippines. It must be filed with the Securities and Exchange Commission (SEC) as part of the formal business registration process. This document is necessary when entrepreneurs or business owners wish to form a limited liability company, providing protection for personal assets while maintaining operational flexibility. The certificate includes essential information such as the company name, registered address, business purpose, capital structure, management framework, and member details. It must comply with the Revised Corporation Code of the Philippines and various SEC regulations. The document serves as evidence of the company's legal existence and outlines the basic rights and responsibilities of its members and managers. It's particularly important as it establishes the foundation for the company's legal and operational framework in the Philippine business environment.
Suggested Sections

1. Article I - Name and Address: States the official name of the LLC and principal office address in the Philippines

2. Article II - Purpose: Describes the primary business purposes and activities of the LLC

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

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

5. Article V - Management: Outlines the management structure, naming initial managers/officers and their powers

6. Article VI - Members: Lists the founding members, their nationalities, and addresses

7. Article VII - Tax Treatment: Declares the intended tax treatment of the LLC

8. Article VIII - Dissolution: States the conditions and procedures for dissolution

9. Article IX - Compliance Statement: Confirms compliance with Philippine laws and regulations

10. Execution Page: Contains signatures of organizers and acknowledgment

Optional Sections

1. Article on Foreign Ownership: Required when there are foreign members, detailing compliance with foreign ownership restrictions

2. Article on Branch Office: Needed if the LLC plans to establish branch offices

3. Article on Specific Industry Compliance: Required for regulated industries like banking, insurance, or mining

4. Article on Special Rights: Optional section detailing any special rights or classes of membership interests

5. Article on Arbitration: Optional dispute resolution provisions

6. Article on Professional Services: Required for professional LLCs (law firms, accounting firms, etc.)

Suggested Schedules

1. Schedule A - Member Information: Detailed information about members including contact details and contribution amounts

2. Schedule B - Capital Contributions: Itemized list of initial capital contributions including nature of contribution (cash, property, services)

3. Schedule C - Management Structure: Detailed organizational chart and management responsibilities

4. Appendix 1 - Required Government Certifications: Copies of necessary government permits and certificates

5. Appendix 2 - Member's Tax Information: Tax identification numbers and related tax information of members

6. Appendix 3 - Specimen Signatures: Specimen signatures of authorized representatives and members

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
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Relevant Industries

Retail

Manufacturing

Technology

Professional Services

Real Estate

Food and Beverage

Healthcare

Construction

Education

Financial Services

Agriculture

Tourism and Hospitality

Transportation and Logistics

Media and Entertainment

Energy

Relevant Teams

Legal

Corporate Services

Compliance

Finance

Administration

Risk Management

Corporate Governance

Business Development

Executive Leadership

Relevant Roles

CEO

Business Owner

Corporate Lawyer

Legal Counsel

Company Secretary

Compliance Officer

Chief Financial Officer

Business Development Manager

Corporate Services Manager

Managing Director

Operations Director

Risk Manager

Company Registrar

Administrative Officer

Legal Administrator

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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