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Holding Company Operating Agreement Template for Philippines

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Key Requirements PROMPT example:

Holding Company Operating Agreement

"I need a Holding Company Operating Agreement for a family-owned real estate group in Manila, establishing a holding company to manage five existing property development subsidiaries, with specific provisions for succession planning and protecting minority shareholder rights."

Document background
The Holding Company Operating Agreement serves as the foundational document for holding companies operating under Philippine jurisdiction, providing comprehensive guidelines for corporate governance and operations. This document is essential when establishing a holding company structure or reorganizing existing corporate arrangements, particularly in scenarios involving multiple subsidiaries or significant investment portfolios. It must comply with the Revised Corporation Code of the Philippines and related regulations while addressing practical operational needs. The agreement typically includes detailed provisions for shareholder rights, management responsibilities, investment policies, and subsidiary oversight, making it crucial for both domestic and foreign investors seeking to establish or maintain holding company structures in the Philippines. The document's scope encompasses everything from basic corporate governance to sophisticated investment management protocols, making it adaptable to various business scales and complexities.
Suggested Sections

1. Parties: Identification of all members/shareholders forming the holding company

2. Background: Context of the formation of the holding company and its intended purpose

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Formation and Purpose: Legal establishment of the company and its primary objectives

5. Capital Structure: Details of authorized capital, issued shares, and classes of shares

6. Management Structure: Governance framework, board composition, and management roles

7. Voting Rights: Procedures for voting and decision-making processes

8. Transfer of Shares: Rules and restrictions regarding the transfer of ownership interests

9. Financial Management: Financial procedures, accounting practices, and distribution policies

10. Investment Powers: Scope and limitations of investment activities

11. Meetings and Resolutions: Procedures for conducting meetings and passing resolutions

12. Confidentiality: Protection of company and member confidential information

13. Termination: Conditions and procedures for terminating the agreement

14. Governing Law: Specification of Philippine law as governing law and jurisdiction

Optional Sections

1. Foreign Ownership Provisions: Required when foreign investors are involved, addressing Foreign Investments Act compliance

2. Anti-Dilution Rights: Protection mechanisms for existing shareholders against ownership dilution

3. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares by majority shareholders

4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in the sale of shares

5. Investment Committee: Structure and powers of an investment committee if specialized investment oversight is needed

6. Subsidiary Management: Specific provisions for managing subsidiary companies if multiple subsidiaries exist

7. Intellectual Property Rights: Required when the holding company owns or manages significant IP assets

8. Employee Stock Option Plan: Provisions for employee ownership programs if contemplated

Suggested Schedules

1. Schedule A - Initial Members and Capital Contributions: Detailed list of all initial members and their capital contributions

2. Schedule B - Shareholding Structure: Complete breakdown of share classes and ownership allocation

3. Schedule C - Subsidiary Companies: List and details of all subsidiary companies

4. Schedule D - Reserved Matters: List of decisions requiring special approval or voting thresholds

5. Schedule E - Management Structure: Detailed organizational chart and management positions

6. Schedule F - Investment Policy: Detailed investment guidelines and restrictions

7. Appendix 1 - Board Resolution Templates: Standard templates for common board resolutions

8. Appendix 2 - Share Transfer Forms: Standard forms for share transfers and related transactions

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

Financial Services

Real Estate

Investment Management

Conglomerates

Family Business Groups

Private Equity

Venture Capital

Infrastructure

Manufacturing

Mining and Natural Resources

Technology and Communications

Retail and Consumer Goods

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Risk Management

Treasury

Corporate Governance

Investor Relations

Business Development

Executive Management

Board Services

Investment Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Board Director

Compliance Officer

Corporate Governance Officer

Risk Management Officer

Treasury Manager

Shareholder Relations Manager

Business Development Director

Company President

Vice President for Legal Affairs

Investment Committee Member

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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