The Articles of Incorporation and Bylaws serve as the constitutional documents of a corporation in the Philippines, required during the corporate formation process under the Revised Corporation Code. These documents are essential when establishing a new corporation or updating an existing corporation's fundamental structure. The Articles of Incorporation outline the basic elements of corporate existence, including name, purpose, capital structure, and incorporator information, while the Bylaws provide detailed rules for corporate governance and operations. Both documents must be filed with the Securities and Exchange Commission (SEC) and comply with Philippine regulatory requirements. They form the legal foundation for all corporate actions and decisions, establishing the framework for corporate governance, stockholder rights, and management responsibilities. Regular review and possible amendments may be necessary to ensure continued compliance with evolving corporate laws and business needs.
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1. ARTICLES OF INCORPORATION: Primary heading for the first part of the document
2. Article I - Corporate Name: States the official corporate name as approved by the SEC
3. Article II - Corporate Purpose: Defines the primary and secondary purposes of the corporation
4. Article III - Principal Office: Specifies the complete address of the principal office
5. Article IV - Term of Existence: States the duration of corporate existence (typically perpetual under the new code)
6. Article V - Capital Structure: Details the authorized capital stock, par value, and classes of shares
7. Article VI - Names, Nationalities, and Residences of Incorporators: Lists the required information for all incorporators
8. Article VII - Board of Directors: Specifies the number of directors and basic qualification requirements
9. BYLAWS: Primary heading for the second part of the document
10. Article I - Stockholders: Details stockholders' rights, meetings, voting procedures, and quorum requirements
11. Article II - Board of Directors: Comprehensive rules on board composition, qualifications, elections, meetings, and powers
12. Article III - Officers: Defines officer positions, duties, qualifications, and appointment procedures
13. Article IV - Shares and Their Transfer: Rules regarding share issuance, transfer, and certificate handling
14. Article V - Corporate Seal: Description and rules regarding the corporate seal
15. Article VI - Fiscal Year and Dividends: Defines the fiscal year and dividend policies
16. Article VII - Amendments: Procedures for amending the bylaws
1. Article on Foreign Ownership Limitations: Required for industries with foreign ownership restrictions under Philippine law
2. Article on Board Committees: Recommended for larger corporations or those planning to go public, detailing specific committees like Audit, Nomination, and Compensation
3. Article on Corporate Governance: Required for publicly listed companies or those subject to special regulatory requirements
4. Article on Stockholder Pre-emptive Rights: Optional provision detailing pre-emptive rights if desired by incorporators
5. Article on Corporate Social Responsibility: Optional for corporations wanting to embed CSR principles in their governing documents
6. Article on Alternative Dispute Resolution: Optional section describing procedures for resolving internal corporate disputes
7. Article on Independent Directors: Required for publicly listed companies and recommended for larger private corporations
1. Schedule A - Initial Subscribers: Detailed list of initial subscribers with their share subscriptions and payments
2. Schedule B - Contribution in Property: If applicable, detailed description of property contributed in exchange for shares
3. Schedule C - Secondary Licenses: List of required secondary licenses for regulated industries
4. Schedule D - Special Share Classifications: Detailed rights and privileges of different share classes if multiple share classes exist
5. Appendix 1 - Corporate Governance Manual: Required for publicly listed companies or those adopting comprehensive governance policies
6. Appendix 2 - Committee Charters: Detailed charters for various board committees if established
7. Appendix 3 - Specimen Share Certificates: Sample format of share certificates for each class of shares
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