Articles Of Association Of A Limited Liability Company Template for Philippines

The Articles of Association of a Limited Liability Company in the Philippines represents a crucial incorporation document required by the Revised Corporation Code of 2019. This document must be prepared when establishing a new corporation or modifying an existing one's fundamental structure. It contains essential information about the company's identity, purpose, capital structure, and governance framework, serving as the constitutional document that regulates the relationship between the company and its shareholders, as well as among the shareholders themselves. The document must be filed with the Securities and Exchange Commission (SEC) and comply with Philippine corporate laws, including foreign ownership restrictions if applicable. It forms the foundation for corporate governance and is frequently referenced for matters relating to share transfers, board powers, shareholder rights, and corporate decision-making processes.

1. Article I - Corporate Name and Principal Office: States the complete corporate name that complies with SEC regulations and the complete address of the principal office

2. Article II - Purpose: Defines the primary and secondary purposes of the corporation, including the specific business activities it will undertake

3. Article III - Term of Existence: Specifies the duration of corporate existence (can be perpetual under the Revised Corporation Code)

4. Article IV - Capital Structure: Details the authorized capital stock, par value, classes of shares, and rights attached to different share classes

5. Article V - Board of Directors: Establishes the number of directors, qualifications, terms of office, and general powers of the board

6. Article VI - Officers: Identifies corporate officers, their duties, qualifications, and appointment process

7. Article VII - Meetings: Details procedures for stockholders' and board meetings, including notice requirements and voting procedures

8. Article VIII - Shares and Shareholders: Specifies rights of shareholders, share transfer procedures, and share certificate requirements

9. Article IX - Fiscal Year and Dividends: Establishes the fiscal year and policies regarding declaration and payment of dividends

10. Article X - Amendments: Procedures for amending the Articles of Association