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Articles Of Association
"I need Articles of Association for a new domestic technology startup in Manila, planned for incorporation in March 2025, with three local founders and a simple single-class share structure for 1 million authorized common shares."
1. Corporate Name and Domicile: States the official corporate name (including confirmation of SEC name verification) and principal office address
2. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation
3. Duration: Specifies the term of corporate existence (perpetual unless stated otherwise)
4. Capital Structure: Details of authorized capital stock, par value, and share classifications
5. Names, Nationalities, and Residences of Incorporators: Information about the founding members who will sign the Articles
6. Board of Directors: Number of directors, qualifications, term of office, and basic governance structure
7. Corporate Officers: Designation of required officers, their roles, and basic responsibilities
8. Shareholders' Rights and Obligations: Basic rights of shareholders, voting rights, and meeting requirements
9. Amendment Provisions: Procedures for amending the Articles of Association
10. Dissolution and Liquidation: Procedures for corporate dissolution and asset distribution
1. Special Share Classes: Detailed provisions for preferred shares or multiple share classes, used when the corporation plans to issue different types of shares
2. Foreign Ownership Provisions: Special provisions regarding foreign ownership limits and requirements, needed when foreign investment is anticipated
3. Corporate Governance Committee: Establishment of special committees for oversight, typically used in larger corporations or those planning to go public
4. Arbitration Clause: Specific dispute resolution mechanisms, recommended for corporations with multiple stakeholders
5. Tag-Along/Drag-Along Rights: Special provisions for share transfers, useful for corporations with multiple major shareholders
6. Pre-emptive Rights: Detailed provisions for existing shareholders' rights to purchase new shares, important for closely-held corporations
1. Share Capital Structure Schedule: Detailed breakdown of share classes, rights, and initial share distribution
2. Initial Subscribers Schedule: List of initial shareholders with their corresponding share subscriptions and payments
3. Board Resolution on Incorporation: Copy of the board resolution authorizing the incorporation
4. Corporate Officers Appointment: Initial appointment of corporate officers and their acceptance
5. Special Rights and Restrictions: Detailed provisions regarding any special share rights or restrictions
6. Form of Share Certificates: Templates for share certificates for each class of shares
Authors
Affiliate
Annual General Meeting
Articles
Authorized Capital Stock
Board of Directors
Board Resolution
By-laws
Capital
Chairman
Common Shares
Company Secretary
Control
Corporate Officers
Corporation
Derivative Action
Directors
Dividends
Executive Director
Extraordinary General Meeting
Financial Year
Independent Director
Incorporators
Major Shareholder
Member
Memorandum
Non-Executive Director
Office
Ordinary Resolution
Par Value
Preferred Shares
Principal Office
Proxy
Quorum
Register of Members
Registered Office
SEC
Secretary
Securities
Share Certificate
Shareholder
Special Resolution
Subscriber
Subscription Agreement
Subsidiary
Transfer
Treasurer
Voting Rights
Corporate Purpose
Duration
Share Capital
Share Classes and Rights
Share Transfer
Pre-emptive Rights
Board Composition
Board Powers
Board Meetings
Shareholder Meetings
Voting Rights
Corporate Officers
Dividends and Reserves
Financial Records
Audit Requirements
Amendment Procedures
Corporate Seal
Indemnification
Dissolution
Winding Up
Notice Requirements
Quorum Requirements
Conflict Resolution
Corporate Governance
Borrowing Powers
Share Certificates
Share Subscription
Foreign Ownership
Compliance
Directors' Duties
Officers' Duties
Arbitration
Committees
Branch Offices
Financial Services
Technology
Manufacturing
Retail
Real Estate
Professional Services
Healthcare
Education
Agriculture
Construction
Energy
Telecommunications
Transportation
Mining
Tourism
Food and Beverage
Legal
Corporate Secretariat
Compliance
Corporate Governance
Risk Management
Finance
Corporate Affairs
Executive Office
Board of Directors
Administrative
Chief Executive Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Director
Corporate Governance Officer
Managing Director
Company Registrar
Risk Management Officer
General Counsel
Incorporation Specialist
Corporate Affairs Manager
Legal Manager
Business Development Manager
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