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Official Articles Of Incorporation

Official Articles Of Incorporation Template for Philippines

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Key Requirements PROMPT example:

Official Articles Of Incorporation

"I need Official Articles of Incorporation for a tech startup in Manila with three founding members, planning to issue both common and preferred shares, with a proposed authorized capital of 10 million PHP, to be registered by March 2025."

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Document background
Official Articles of Incorporation are required when establishing a corporation in the Philippines under the oversight of the Securities and Exchange Commission (SEC). This document must be filed during the initial stages of corporate formation and contains critical information about the company's structure, purpose, and governance. The Articles must comply with the Revised Corporation Code of the Philippines (RA 11232) and various SEC regulations, making it essential for companies seeking to operate as a corporation in the Philippine market. The document serves multiple purposes: it legally establishes the corporation's existence, defines its basic structure and operations, outlines shareholder rights and responsibilities, and provides the framework for corporate governance. It's a crucial document that remains relevant throughout the corporation's lifetime and may need amendments as the business evolves.
Suggested Sections

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

2. Article II - Principal Office: Complete Philippine address of the principal office, including the specific location within the city/municipality

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

4. Article IV - Corporate Term: Duration of corporate existence (may be perpetual under the Revised Corporation Code)

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

6. Article VI - Names, Nationalities, and Residences of Incorporators: Details of incorporators who must own/subscribe to at least one share each

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

8. Article VIII - Officers: List of corporate officers, their roles, responsibilities, and manner of election

9. Article IX - Shareholders Meetings: Provisions for regular and special meetings, quorum requirements, and voting rights

Optional Sections

1. Article on Pre-emptive Rights: Include when shareholders are to be given priority rights to subscribe to additional share issuances

2. Article on Transfer Restrictions: Include when there are specific restrictions on the transfer of shares

3. Article on Arbitration: Include when disputes are to be resolved through arbitration rather than court proceedings

4. Article on Foreign Ownership Limitations: Include when the corporation operates in a nationality-restricted industry

5. Article on Corporate Seal: Include when the corporation wishes to specify details about its corporate seal

Suggested Schedules

1. Schedule A - Share Subscription Agreement: Details of initial share subscriptions and payments by incorporators

2. Schedule B - Treasurer's Affidavit: Sworn statement regarding the paid-up capital of the corporation

3. Schedule C - Tax Identification Information: Details required for tax registration purposes

4. Schedule D - Secondary License Requirements: Additional requirements if engaging in business requiring special licenses

5. Schedule E - Corporate Structure Chart: Visual representation of ownership structure and corporate relationships

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

alex.den.21@genieai.co
Relevant legal definitions






























Clauses






























Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Real Estate

Healthcare

Education

Transportation

Agriculture

Construction

Professional Services

Energy

Telecommunications

Mining

Tourism

Food and Beverage

Relevant Teams

Legal

Compliance

Corporate Secretariat

Executive Leadership

Finance

Risk Management

Corporate Affairs

Regulatory Affairs

Administrative

Corporate Governance

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Corporate Treasurer

Company Registrar

Regulatory Affairs Manager

General Counsel

Managing Director

Corporate Governance Officer

Business Development Manager

Risk Management Officer

Company 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, 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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