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Generic Articles Of Incorporation Template for Philippines

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Key Requirements PROMPT example:

Generic Articles Of Incorporation

"I need Generic Articles of Incorporation for a new tech startup in Manila, with three local incorporators and one foreign investor, planning to launch operations in March 2025. The company will focus on software development with an authorized capital stock of 10 million pesos."

Document background
Generic Articles of Incorporation are required when establishing any corporation in the Philippines, serving as the fundamental document that brings the legal entity into existence. This document must be filed with the Securities and Exchange Commission (SEC) and comply with the Revised Corporation Code of the Philippines (RCC). It contains critical information about the corporation's structure, including its name, purpose, capital structure, and governance framework. The Generic Articles of Incorporation are particularly important as they establish the basic rights and obligations of the corporation, its shareholders, and directors. Used during the initial registration process, this document forms part of the corporation's permanent records and may need amendments as the business evolves, subject to SEC approval. It must reflect any industry-specific requirements, foreign ownership restrictions, and other regulatory compliance matters applicable under Philippine law.
Suggested Sections

1. Article I - Name of Corporation: The complete and exact corporate name, which must comply with SEC naming regulations and include 'Corporation', 'Incorporated', or 'Inc.'

2. Article II - Purpose Clause: Primary and secondary purposes of the corporation, detailing the business activities it will engage in

3. Article III - Principal Office: Complete address of the principal office, which must be located within the Philippines

4. Article IV - Term of Existence: Duration of corporate existence (typically perpetual under the RCC unless specifically limited)

5. Article V - Names, Nationalities, and Residences of Incorporators: Details of incorporators (minimum of 2, maximum of 15), including their names, nationalities, and residences

6. Article VI - Capital Structure: Authorized capital stock, par value, and classes of shares if applicable

7. Article VII - Subscribers and Share Subscription: Names of subscribers, their nationalities, and the number of shares subscribed and paid

8. Article VIII - Board of Directors: Number of directors, qualifications, term of office, and manner of election

9. Article IX - Corporate Officers: List of corporate officers, their duties, and manner of election/appointment

Optional Sections

1. Article on Foreign Ownership Limitations: Required when the corporation operates in a nationally regulated industry with foreign ownership restrictions

2. Article on Professional Practice: Required for professional corporations (e.g., law firms, accounting firms) specifying professional requirements and limitations

3. Article on Founder's Shares: Optional provisions for special rights or privileges granted to founders or original incorporators

4. Article on Arbitration: Optional provision for dispute resolution through arbitration

5. Article on Pre-emptive Rights: Optional detailed provisions regarding shareholders' pre-emptive rights to subscribe to additional issues of shares

Suggested Schedules

1. Schedule A - Subscriber Information: Detailed information about subscribers including payment terms and subscription agreements

2. Schedule B - Capital Structure Details: Detailed breakdown of share classes, rights, and privileges if multiple share classes exist

3. Schedule C - Secondary Purposes: Detailed list of secondary business purposes if too extensive to include in main document

4. Appendix 1 - Treasurer's Affidavit: Sworn statement by the Treasurer regarding paid-up capital

5. Appendix 2 - Foreign Investment Compliance: Documentation of compliance with foreign investment regulations if applicable

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

Banking and Finance

Manufacturing

Retail

Technology

Real Estate

Professional Services

Healthcare

Education

Agriculture

Construction

Mining

Transportation

Telecommunications

Tourism and Hospitality

Energy and Utilities

Media and Entertainment

Import/Export

Food and Beverage

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Finance

Risk Management

Corporate Governance

Regulatory Affairs

Investment Relations

Administrative Services

Relevant Roles

Chief Executive Officer

Corporate Secretary

Chief Legal Officer

Compliance Officer

Board Director

Corporate Lawyer

Company Treasurer

Business Development Manager

Chief Financial Officer

Risk Management Officer

Corporate Governance Officer

Managing Partner

Incorporation Specialist

Regulatory Affairs Manager

Company Registrar

Legal Counsel

Director of Operations

Investment Relations Officer

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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