Model Articles of Association Template for United States

Model Articles of Association are standardized templates that Filipino corporations can adopt as their basic company rules and governance structure. These pre-approved documents outline how a company operates, including key procedures for board meetings, share transfers, and decision-making processes.

Under Philippine corporation law, companies can either use these model articles as-is or modify them to suit specific needs. Many startups and small businesses choose model articles because they save time and legal costs while ensuring compliance with the Securities and Exchange Commission's requirements for incorporation.

Model Articles of Association work best when launching a new corporation in the Philippines, especially if you need to incorporate quickly and cost-effectively. They're particularly valuable for startups and small businesses that want a straightforward governance structure without extensive customization.

These templates become essential during the SEC registration process, saving both time and legal fees. Many founders use Model Articles when incorporating multiple similar businesses, standardizing operations across a business group, or when working with foreign investors who prefer familiar corporate structures aligned with international standards.

• Standard Model Articles: Basic template suitable for most small to medium corporations, covering essential governance rules and shareholder rights
• Private Company Articles: Tailored for closely-held corporations with restricted share transfers and simplified decision-making processes
• Public Company Articles: Enhanced governance provisions for listed companies, including detailed disclosure requirements and minority protection
• Professional Corporation Articles: Specialized provisions for licensed professionals like law firms and medical practices
• Subsidiary Company Articles: Modified templates for wholly-owned subsidiaries with streamlined parent company control mechanisms

• Company Founders: Primary decision-makers who adopt Model Articles during incorporation, often modifying them to match their business vision
• Corporate Lawyers: Review and customize the templates to ensure compliance with Philippine law while protecting client interests
• Board Members: Must follow and implement these articles in their governance duties and decision-making processes
• Shareholders: Their rights, voting procedures, and participation in company affairs are defined by these articles
• SEC Officials: Review and approve the articles during company registration to ensure they meet regulatory requirements

• Basic Company Details: Gather the proposed corporate name, business purpose, principal office address, and term of existence
• Capital Structure: Determine authorized capital stock, par value, and share classifications
• Ownership Details: List all incorporators, their nationalities, and shareholding percentages
• Governance Rules: Define board composition, meeting procedures, and voting requirements
• Special Provisions: Identify any industry-specific requirements or restrictions from SEC guidelines
• Document Review: Our platform ensures all mandatory elements are included while minimizing legal drafting errors

• Corporate Identity: Full company name, registered office address, and business purpose statement
• Capital Structure: Authorized capital stock, share classes, par values, and subscription requirements
• Board Provisions: Number of directors, qualifications, powers, and meeting procedures
• Shareholder Rights: Voting rights, dividend policies, and share transfer restrictions
• Corporate Officers: Roles, responsibilities, and appointment procedures
• Amendment Rules: Procedures for modifying the articles and required voting thresholds
• Dissolution Terms: Process for winding up and asset distribution

Model Articles of Association are often confused with the Memorandum of Association, but they serve distinct purposes in Philippine corporate law. While both are foundational documents, their scope and focus differ significantly.

• Purpose and Scope: The Memorandum defines a company's relationship with external stakeholders and states its objectives, while Model Articles govern internal operations and management
• Content Focus: Memorandum outlines basic company identity and powers, whereas Model Articles detail day-to-day governance rules and procedures
• Modification Process: Model Articles can be amended more easily through board resolutions, while Memorandum changes often require SEC approval
• Legal Standing: The Memorandum establishes corporate existence, while Model Articles provide the operational framework once established