Articles Of Association Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
Articles of Association are required for all corporations incorporating in the Philippines under the Revised Corporation Code. This document serves as the corporation's constitutional charter, establishing its fundamental structure and operational framework. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and includes crucial information such as the corporation's name, purpose, capital structure, governance framework, and basic operational procedures. The Articles of Association need to comply with specific requirements under Philippine law, including mandatory provisions for corporate governance, shareholder rights, and capital structure. This document is essential for both domestic and foreign companies establishing a corporate presence in the Philippines and forms the basis for all future corporate actions and decisions.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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 legal definitions
Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Real Estate

Professional Services

Healthcare

Education

Agriculture

Construction

Energy

Telecommunications

Transportation

Mining

Tourism

Food and Beverage

Relevant Teams

Legal

Corporate Secretariat

Compliance

Corporate Governance

Risk Management

Finance

Corporate Affairs

Executive Office

Board of Directors

Administrative

Relevant Roles

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

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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