Amended Articles Of Organization Template for Philippines

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Key Requirements PROMPT example:

Amended Articles Of Organization

"Need to draft Amended Articles of Organization for our Philippine corporation to increase authorized capital stock from 5M to 10M PHP and allow up to 40% foreign ownership, to be implemented by March 2025."

Document background
Amended Articles of Organization are required when a Philippine corporation needs to make substantial changes to its organizational structure or governance framework as originally filed with the SEC. This document becomes necessary when corporations undergo significant modifications such as name changes, purpose amendments, capital structure revisions, or alterations to basic corporate policies. The amendments must be approved by the board of directors and stockholders as required by the Revised Corporation Code of the Philippines, and properly documented with supporting certificates and resolutions. The document must be filed with the SEC and becomes effective upon approval, serving as an update to the corporation's charter documents. Common triggers for filing Amended Articles of Organization include business expansion, regulatory compliance requirements, corporate restructuring, or strategic operational changes.
Suggested Sections

1. Article I - Name of Corporation: States the complete and exact corporate name, including any amendments to it

2. Article II - Purpose Clause: Defines the primary and secondary purposes of the corporation, including any modifications

3. Article III - Principal Office: Specifies the complete address of the principal office and any changes

4. Article IV - Corporate Term: States the duration of corporate existence

5. Article V - Capital Structure: Details the authorized capital stock, par value, and classes of shares

6. Article VI - Board of Directors: Specifies the number of directors and their qualifications

7. Article VII - Incorporators/Subscribers: Lists the names, nationalities, and addresses of incorporators

8. Article VIII - Amendment Clause: Describes the specific amendments being made to the original Articles of Organization

9. Execution and Attestation: Contains signatures of required officers and attestation of the corporate secretary

Optional Sections

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

2. Article on Branches/Representatives: Needed when establishing or modifying information about branch offices

3. Article on Corporate Officers: Optional detailed section about officer positions and duties if being modified

4. Article on Stock Transfer Restrictions: Required when implementing or modifying restrictions on share transfers

5. Article on Dissolution: Optional section detailing dissolution procedures if being modified

Suggested Schedules

1. Secretary's Certificate: Certification of board resolution approving the amendments

2. Directors' Certificate: Certificate verifying the amendments and their approval

3. List of Amendments: Detailed comparison of original and amended provisions

4. Stockholders' Resolution: Copy of stockholders' resolution approving the amendments

5. Treasurer's Affidavit: Required if amendments involve changes in capital structure

6. Foreign Investment Authorization: Required if amendments affect foreign ownership structure

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Financial Services

Manufacturing

Retail

Technology

Real Estate

Healthcare

Education

Construction

Agriculture

Transportation

Energy

Telecommunications

Professional Services

Mining

Tourism

Relevant Teams

Legal

Corporate Secretariat

Compliance

Executive Management

Board of Directors

Corporate Governance

Regulatory Affairs

Risk Management

Corporate Communications

Finance

Relevant Roles

Chief Executive Officer

Corporate Secretary

Chief Legal Officer

Compliance Officer

Board Director

Corporate Lawyer

Managing Director

Chief Financial Officer

Company President

Legal Counsel

Corporate Governance Officer

Risk Management Officer

Document Controller

Regulatory Affairs Manager

Corporate Communications Director

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

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