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Articles Of Incorporation And Certificate Of Incorporation

Articles Of Incorporation And Certificate Of Incorporation Template for Philippines

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Articles Of Incorporation And Certificate Of Incorporation

"I need Articles of Incorporation and Certificate of Incorporation for a tech startup in Manila with 5 million PHP authorized capital, planning to allow up to 40% foreign ownership, with three initial incorporators who will serve as directors starting March 2025."

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Document background
The Articles of Incorporation and Certificate of Incorporation are mandatory documents required when establishing a corporation in the Philippines. These documents must be filed with the Securities and Exchange Commission (SEC) and comply with the requirements of the Revised Corporation Code of the Philippines (Republic Act No. 11232). The Articles of Incorporation outline the corporation's fundamental characteristics, including its name, purpose, principal office, capital structure, and governance framework. The Certificate of Incorporation, issued by the SEC upon approval of the Articles, serves as official proof of the corporation's legal existence. These documents are essential for any business seeking to operate as a corporation in the Philippines and form the basis for corporate governance, regulatory compliance, and business operations.
Suggested Sections

1. Corporate Name: The complete corporate name that complies with SEC naming regulations and includes 'Corporation', 'Incorporated' or abbreviations

2. Principal Office: Complete address of the corporation's principal office in the Philippines

3. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation

4. Corporate Term: Duration of corporate existence (can now be perpetual under the Revised Corporation Code)

5. Capital Structure: Authorized capital stock, par value, and classes of shares if applicable

6. Names, Nationalities, and Residences of Incorporators: Details of incorporators who must own/subscribe to at least one share each

7. Board of Directors: Number of directors, qualifications, and term of office

8. Subscription and Payment of Capital: Details of share subscriptions and paid-up capital by incorporators

9. Corporate Officers: Identification of required officers (President, Secretary, Treasurer) and their roles

10. Corporate Seal: Description of the corporate seal and its adoption

Optional Sections

1. Foreign Ownership Provisions: Required if the corporation operates in an industry with foreign ownership restrictions

2. Preferred Shares Rights: Include when the corporation will issue different classes of shares with varying rights and privileges

3. Branch Offices: Required if the corporation plans to establish branch offices

4. Corporate Governance Provisions: Additional governance rules beyond statutory requirements, especially for larger corporations

5. Stock Transfer Restrictions: Include when shareholders wish to impose restrictions on share transfers

6. Arbitration Clause: Optional provision for dispute resolution through arbitration

Suggested Schedules

1. Schedule A - Share Subscription Details: Detailed breakdown of share subscriptions by each incorporator

2. Schedule B - Secondary Purposes: Detailed list of secondary business purposes if too extensive for main document

3. Schedule C - Initial Directors and Officers: Complete details of initial directors and officers including their qualifications

4. Schedule D - Special Provisions: Any special provisions or additional regulations specific to the corporation

5. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding paid-up capital requirements

6. Appendix 2 - Tax Identification Documents: Required tax registration information and certificates

7. Appendix 3 - Corporate Secretary's Certification: Certification of adoption of by-laws and other corporate actions

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Corporation
Articles of Incorporation
Board of Directors
By-Laws
Capital Stock
Common Shares
Preferred Shares
Par Value
Principal Office
Corporate Term
Incorporators
Corporate Officers
Corporate Secretary
Treasurer
Majority Vote
Quorum
Stockholders
Subscribers
Securities and Exchange Commission
Corporate Seal
Fiscal Year
Authorized Capital Stock
Subscribed Capital
Paid-Up Capital
Regular Meeting
Special Meeting
Annual Meeting
Primary Purpose
Secondary Purposes
Corporate Powers
Relevant Industries

Legal Services

Corporate Services

Banking and Finance

Manufacturing

Real Estate

Technology

Retail

Healthcare

Education

Transportation

Mining

Agriculture

Construction

Tourism

Professional Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Executive Management

Finance

Risk Management

Corporate Affairs

Regulatory Affairs

Investment Relations

Administrative

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Board Director

Corporate Treasurer

General Counsel

Managing Partner

Company Registrar

Legal Manager

Corporate Governance Officer

Risk Management Officer

Business Development Manager

Investment Relations Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, organization, and regulation of private corporations in the Philippines. It provides the fundamental requirements for incorporation, corporate governance, and operations.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and requires certain disclosures and registrations with the Securities and Exchange Commission (SEC).
Foreign Investments Act (Republic Act No. 7042): Defines foreign investment restrictions and the Foreign Investment Negative List (FINL) which may affect corporate ownership structure and business activities.
SEC Memorandum Circular No. 16, Series of 2009: Provides the standard format and requirements for Articles of Incorporation and other corporate documents.
Anti-Money Laundering Act (Republic Act No. 9160): Requires corporations to implement measures preventing money laundering and maintain proper documentation of beneficial ownership.
Data Privacy Act of 2012 (Republic Act No. 10173): Governs the collection and handling of personal information, including corporate officers' and shareholders' data.
Tax Code of the Philippines (National Internal Revenue Code): Contains provisions on corporate taxation, tax requirements during incorporation, and ongoing tax compliance obligations.
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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