Memorandum of Association Template for United States

A Memorandum of Association is your company's foundational legal document in the Philippines, spelling out the basic rules for how your business will operate. It establishes key details like your company name, office location, business purposes, and capital structure that you'll need to submit to the Securities and Exchange Commission when registering.

Think of it as your company's birth certificate and constitution rolled into one. It defines your organization's scope, powers, and relationships with shareholders, while setting boundaries on what activities your business can undertake. Under Philippine corporation law, you can't legally operate without this document, and any actions outside its stated objectives could be considered ultra vires or invalid.

You need a Memorandum of Association when starting a new corporation in the Philippines. This document becomes essential during your initial registration with the Securities and Exchange Commission (SEC), as it establishes your company's legal identity and operating framework. It's a mandatory requirement before you can conduct any business activities or open corporate bank accounts.

Creating your Memorandum of Association requires careful planning, especially when defining your business scope and capital structure. Getting these details right from the start helps avoid future amendments, which can be time-consuming and costly. Many entrepreneurs prepare this document alongside their Articles of Incorporation while working with their legal counsel during the company formation process.

• Memorandum And Articles Of Association: Standard comprehensive version combining foundational rules with operational bylaws
• Memorandum Of Association Of A Food And Beverage Company: Tailored for F&B businesses with specific industry compliance clauses
• Memorandum Of Association Of Agricultural Company: Customized for agribusiness with land-holding provisions
• Constitution Memorandum And Articles Of Association: Enhanced version including constitutional provisions for larger organizations
• Memorandum & Articles Of Association Constitution By Laws: Complete corporate governance package with detailed operational guidelines

• Company Founders: Primary drafters and signatories of the Memorandum of Association, they define the company's core objectives and structure
• Corporate Lawyers: Provide legal guidance, ensure SEC compliance, and help craft precise language that protects stakeholder interests
• Board Members: Review and approve the document, ensure it aligns with business goals, and oversee any future amendments
• Shareholders: Bound by the memorandum's provisions regarding share distribution, voting rights, and company limitations
• SEC Officials: Review and approve the document during company registration, ensuring it meets regulatory requirements
• Corporate Secretary: Maintains the document, manages amendments, and ensures ongoing compliance with stated objectives

• Company Details: Prepare your proposed company name, complete address, and business objectives
• Capital Structure: Determine authorized capital stock, par value per share, and initial paid-up capital
• Stakeholder Information: Gather names, addresses, and citizenship of all incorporators and their shareholdings
• Business Scope: List primary and secondary business activities you plan to undertake
• Corporate Officers: Identify initial board members, president, treasurer, and corporate secretary
• Document Generation: Use our platform to create a legally-compliant memorandum that includes all required elements
• Internal Review: Have all incorporators review and confirm the accuracy of information before submission

• Company Name: Full registered name with required corporate suffix (e.g., Inc., Corp.)
• Principal Office: Complete business address within the Philippines
• Corporate Purpose: Clear statement of primary and secondary business activities
• Capital Structure: Authorized capital stock, number of shares, and par value
• Incorporator Details: Names, citizenship, and residential addresses of all founders
• Share Distribution: Initial subscription and payment details of each incorporator
• Term Duration: Specified corporate lifespan (typically 50 years unless stated otherwise)
• Governance Provisions: Basic rules for corporate management and shareholder rights
• Signature Block: Space for incorporators' signatures and acknowledgment

The Memorandum of Association is often confused with the Articles of Association in Philippine corporate law. While both are foundational documents, they serve distinct purposes. The Memorandum defines your company's relationship with the outside world, while Articles govern internal operations and management.

• Scope and Purpose: Memorandum outlines fundamental elements like company name, objectives, and capital structure. Articles detail day-to-day operational rules and procedures.
• Legal Standing: Memorandum establishes your company's legal existence and powers. Articles explain how those powers will be exercised internally.
• Modification Process: Changing the Memorandum typically requires SEC approval and shareholder special resolution. Articles can often be modified through simpler procedures.
• External vs. Internal: Memorandum focuses on external relationships and business scope. Articles regulate internal matters like board meetings, share transfers, and voting rights.