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Memorandum Of Association Of Investment Company Template for Philippines

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Key Requirements PROMPT example:

Memorandum Of Association Of Investment Company

"I need a Memorandum of Association of Investment Company for a new venture capital firm to be established in Manila by March 2025, with both local and foreign shareholders (maximum 30% foreign ownership), focusing on technology startup investments with an authorized capital of 100 million PHP."

Document background
The Memorandum of Association of Investment Company is a crucial incorporation document required under Philippine law for establishing an investment company. It must comply with the Revised Corporation Code of the Philippines and SEC regulations, serving as the company's constitutional document that defines its fundamental characteristics, purposes, and operational framework. This document is essential when incorporating a new investment company or restructuring an existing one, containing vital information about capital structure, shareholding patterns, investment objectives, and governance mechanisms. It's particularly important in the Philippine context where investment companies are subject to strict regulatory oversight and must maintain transparency in their operations and ownership structure.
Suggested Sections

1. Name and Location: States the approved corporate name and principal office address of the investment company

2. Purpose Clause: Detailed description of the company's primary and secondary purposes as an investment company, including permitted investment activities

3. Capital Structure: Details of authorized capital stock, par value, number and classes of shares, and rights attached to different share classes

4. Incorporators: Names, nationalities, and addresses of incorporators, and their initial share subscriptions

5. Board of Directors: Provisions regarding the composition, qualification, election, and powers of the Board of Directors

6. Officers: Designation of corporate officers, their duties, qualifications, and appointment process

7. Shareholders: Rights, responsibilities, and voting powers of shareholders, including provisions for annual meetings

8. Share Issuance and Transfer: Rules and procedures governing the issuance, transfer, and registration of shares

9. Corporate Governance: Basic corporate governance framework including compliance with SEC requirements

10. Dissolution and Liquidation: Procedures for voluntary dissolution and asset distribution

Optional Sections

1. Investment Restrictions: Additional investment restrictions beyond statutory requirements, used when the company wants to establish stricter investment policies

2. Foreign Ownership Provisions: Specific provisions regarding foreign ownership limits and restrictions, required if foreign investment is anticipated

3. Committees: Establishment of special committees like Investment Committee or Risk Management Committee, recommended for larger investment companies

4. Dividend Policy: Specific provisions regarding dividend declaration and distribution, useful for companies with complex dividend structures

5. Conflict Resolution: Specific procedures for resolving internal disputes, recommended for companies with multiple major shareholders

Suggested Schedules

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

2. Schedule B - Initial Directors and Officers: List of initial directors and officers with their qualifications and shareholdings

3. Schedule C - Investment Policies: Detailed investment objectives, strategies, and restrictions

4. Schedule D - Corporate Governance Manual: Detailed corporate governance policies and procedures

5. Appendix 1 - Form of Share Certificate: Template of the company's share certificate

6. Appendix 2 - Subscription Agreement: Standard form for share subscription

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 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

Investment Management

Asset Management

Banking

Securities Trading

Venture Capital

Private Equity

Mutual Funds

Corporate Services

Financial Technology

Relevant Teams

Legal

Compliance

Corporate Governance

Investment Management

Risk Management

Corporate Secretariat

Board of Directors

Executive Management

Regulatory Affairs

Finance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Investment Officer

Corporate Secretary

Compliance Officer

Legal Counsel

Investment Manager

Portfolio Manager

Risk Manager

Board Director

Company Secretary

Corporate Governance Officer

Regulatory Affairs Manager

Investment Analyst

Fund Manager

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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