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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."
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
Authors
Corporate Purpose
Principal Office
Term of Existence
Capital Structure
Share Classification
Share Transfer
Pre-emptive Rights
Board Composition
Board Powers
Board Meetings
Officer Appointments
Officer Duties
Stockholder Rights
Voting Rights
Meeting Procedures
Quorum Requirements
Dividend Rights
Amendment Procedures
Corporate Seal
Fiscal Year
Notice Requirements
Indemnification
Conflict Resolution
Corporate Governance
Committee Structure
Stock Certificates
Share Issuance
Dissolution
Liquidation Rights
Foreign Ownership
Regulatory Compliance
Record Keeping
Annual Reporting
Corporate Ethics
Succession Planning
Emergency Powers
Related Party Transactions
Anti-Dilution
Tag-Along Rights
Drag-Along Rights
Stockholder Approvals
Board Qualifications
Removal Procedures
Vacancy Filling
Audit Requirements
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
Legal
Corporate Secretariat
Compliance
Board of Directors
Executive Management
Corporate Governance
Risk Management
Regulatory Affairs
Corporate Planning
Investor Relations
Corporate Communications
Internal Audit
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
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