Articles Of Incorporation And Bylaws Template for Philippines

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Articles Of Incorporation And Bylaws

"Need Articles of Incorporation and Bylaws for a technology startup in Manila, planning to launch in March 2025, with provisions for up to 40% foreign ownership and specific clauses for future venture capital investment rounds."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Banking and Financial Services

Manufacturing

Retail

Technology

Real Estate

Healthcare

Education

Transportation

Energy

Telecommunications

Agriculture

Mining

Construction

Professional Services

Tourism and Hospitality

Media and Entertainment

Food and Beverage

Wholesale Trade

Business Process Outsourcing

Non-Profit Organizations

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Executive Management

Corporate Governance

Risk Management

Regulatory Affairs

Corporate Planning

Investor Relations

Corporate Communications

Internal Audit

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Corporate Governance Officer

Chief Financial Officer

Company President

Vice President for Legal Affairs

Risk Management Officer

Investor Relations Officer

Corporate Communications Director

Board Chairman

Independent Director

Managing Director

General Counsel

Chief Operating Officer

Corporate Planning Director

Regulatory Affairs Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, operation, and regulation of corporations in the Philippines. It provides the fundamental requirements for Articles of Incorporation and Bylaws, including required contents, corporate governance structures, and stockholder rights.
Securities and Exchange Commission Memorandum Circular No. 16, Series of 2009: Provides the standard format and requirements for Articles of Incorporation and Bylaws, including specific provisions that must be included and prohibited provisions.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investment in Philippine corporations, including restrictions on foreign ownership in certain industries and activities. This needs to be considered when drafting ownership provisions.
Anti-Dummy Law (Commonwealth Act No. 108): Prohibits the circumvention of nationalization laws and regulations, particularly relevant when drafting provisions related to corporate ownership and control.
Securities Regulation Code (Republic Act No. 8799): Provides additional requirements for corporations, particularly those planning to offer securities to the public or list on the stock exchange.
Code of Corporate Governance: Sets out principles and best practices for corporate governance that should be reflected in the Bylaws, particularly for larger corporations and those with special regulatory requirements.
SEC Memorandum Circular No. 6, Series of 2014: Provides guidelines on corporate names and name reservation, which is crucial for the Articles of Incorporation.
Bureau of Internal Revenue (BIR) Registration Requirements: Specifies tax-related provisions that need to be considered in the corporate documents, including fiscal year and tax compliance requirements.
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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