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Memorandum Of Society Template for Philippines

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Key Requirements PROMPT example:

Memorandum Of Society

"I need a Memorandum of Society for a tech startup in Manila that will have 30% foreign ownership, with an authorized capital of 10M PHP, planning to issue both common and preferred shares by March 2025."

Document background
The Memorandum of Society is a mandatory document required for incorporating a company in the Philippines under the Revised Corporation Code. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process. This document sets forth essential information about the corporation, including its name, purpose, capital structure, registered office, and the details of its incorporators. The Memorandum of Society serves as the corporation's charter, defining its powers and limitations, and must comply with Philippine regulatory requirements. It's particularly crucial as it establishes the relationship between the corporation and its stakeholders, and any amendments to it require specific procedures and SEC approval. The document forms part of the company's constitution along with its by-laws and is binding on all present and future members of the corporation.
Suggested Sections

1. Name Clause: States the approved corporate name of the society/corporation

2. Registered Office: Specifies the location of the registered office in the Philippines

3. Purpose Clause: Details the primary and secondary purposes of the corporation

4. Capital Clause: States the authorized capital stock, par value, and number of shares

5. Liability Clause: Declares the limited liability of members/shareholders

6. Incorporators: Lists the names, nationalities, and addresses of incorporators with their shareholdings

7. Board of Directors: Specifies the number of directors and initial board members

8. Corporate Term: States the duration of the corporation (perpetual unless specified otherwise)

9. Share Subscription: Details of the subscribed capital and paid-up capital by incorporators

Optional Sections

1. Foreign Ownership Provisions: Required when foreign investors are involved, specifying compliance with Philippine foreign ownership restrictions

2. Branch Office Provisions: Needed if the corporation plans to establish branch offices

3. Preferred Shares Provisions: Required when the corporation will issue preferred shares, detailing their features and rights

4. Corporate Seal: Description of the corporate seal if the corporation chooses to have one

5. Special Provisions: Any specific provisions related to the unique nature of the business or industry-specific requirements

Suggested Schedules

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

2. Schedule B - Subscribers Information: Detailed information about initial subscribers including their tax identification numbers and share subscriptions

3. Schedule C - Secondary Purposes: Comprehensive list of secondary business purposes if any

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

5. Appendix 2 - Bank Certificates: Proof of deposit of paid-up capital

6. Appendix 3 - Tax Identification: Tax identification documents of incorporators

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

Manufacturing

Technology

Real Estate

Retail

Healthcare

Education

Construction

Agriculture

Mining

Transportation

Tourism

Professional Services

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Risk Management

Corporate Governance

Executive Leadership

Treasury

Corporate Planning

Business Development

Investor Relations

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Company President

Corporate Governance Officer

Risk Management Officer

Treasury Manager

Legal Manager

Corporate Planning Manager

Business Development Manager

Investor Relations 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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