The Articles of Association Document is a mandatory requirement for incorporating a business entity in the Philippines under the Revised Corporation Code. This document must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and serves as the constitutional document of the corporation. The Articles define fundamental aspects such as corporate identity, purpose, share capital structure, and governance mechanisms. They establish the relationship between the corporation and its stakeholders, outline management procedures, and ensure compliance with Philippine corporate law. The document is particularly crucial during incorporation, corporate restructuring, or when making fundamental changes to the corporation's structure. Once approved by the SEC, it becomes a public document and serves as a reference point for stakeholders, investors, and regulatory authorities.
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1. Corporate Name and Location: States the official corporate name and principal office address of the corporation
2. Purpose Clause: Defines the primary and secondary purposes of the corporation
3. Capital Structure: Details the authorized capital stock, par value, and classes of shares
4. Board of Directors: Specifies the number, qualifications, terms, and powers of directors
5. Officers: Lists corporate officer positions and their respective duties and responsibilities
6. Stockholders: Details stockholder rights, voting powers, and meeting procedures
7. Shares and Share Transfers: Establishes rules for share issuance, transfer, and registration
8. Meetings: Procedures for regular and special meetings of stockholders and board
9. Fiscal Year and Dividends: Defines the fiscal year and dividend declaration policies
10. Corporate Seal: Description and use of the corporate seal
11. Amendments: Procedures for amending the Articles of Association
1. Pre-emptive Rights: Details shareholders' rights to purchase new shares before they're offered to others - included when corporation wants to establish specific share acquisition rights
2. Foreign Ownership Limitations: Specific provisions regarding foreign ownership restrictions - included when operating in regulated industries
3. Arbitration: Dispute resolution procedures - included when corporation prefers alternative dispute resolution
4. Tag-Along Rights: Minority shareholder protections in case of majority share sales - included for additional investor protection
5. Corporate Governance Committee: Establishment and duties of governance committee - included for larger corporations or those seeking enhanced governance
6. Technology and Electronic Meetings: Provisions for virtual meetings and electronic communications - included for modern corporate operations
1. Initial Subscribers: List of incorporating stockholders with their respective shareholdings and contributions
2. Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
3. Initial Directors and Officers: Names and details of first directors and officers
4. Special Rights and Restrictions: Detailed terms of any special share classes or rights
5. Corporate Governance Manual: Detailed procedures and policies for corporate governance
6. Specimen Share Certificates: Templates of share certificates for each class of shares
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