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Articles Of Incorporation Close Corporation

Articles Of Incorporation Close Corporation Template for Philippines

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Key Requirements PROMPT example:

Articles Of Incorporation Close Corporation

"I need Articles of Incorporation for a Close Corporation in the Philippines for a family-owned restaurant business with 5 family member shareholders, with strict share transfer restrictions and a planned incorporation date of March 15, 2025."

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Document background
Articles of Incorporation for a Close Corporation in the Philippines serve as the primary constitutional document for businesses seeking to incorporate as a closely-held entity. This document type is particularly suitable for family businesses, professional practices, and small to medium-sized enterprises that wish to maintain tight control over ownership and management. It must comply with the Revised Corporation Code of the Philippines, specifically Title XIII governing Close Corporations, and SEC regulations. The document establishes the corporation's legal existence, sets out its basic structure, governance framework, and includes specific provisions restricting share transfers and ownership. It's typically used when incorporating a business with a limited number of shareholders (not exceeding 20) who wish to maintain close control over the company's ownership and management. The document must be filed with the SEC and includes crucial information about capital structure, corporate purpose, and management arrangements.
Suggested Sections

1. Article I - Corporate Name: States the complete corporate name that has been approved by the SEC

2. Article II - Purpose Clause: Details the primary and secondary purposes of the corporation

3. Article III - Principal Office: Specifies the complete address of the corporation's principal office

4. Article IV - Term of Existence: States the duration of corporate existence (perpetual unless specified otherwise)

5. Article V - Founders and Directors: Names and addresses of the original founders/stockholders and initial board of directors

6. Article VI - Capital Structure: Details of authorized capital stock, par value, and classes of shares

7. Article VII - Subscription and Payment: Information about share subscriptions and payments by the incorporating stockholders

8. Article VIII - Close Corporation Requirements: Specific provisions identifying the entity as a close corporation and restrictions on share transfers

9. Article IX - Corporate Officers: Designation of required officers and their roles

10. Article X - Fiscal Year: Specification of the corporation's fiscal year

Optional Sections

1. Article on Preemptive Rights: Include when stockholders are to be given preemptive rights to subscribe to additional share issuances

2. Article on Foreign Ownership Limitations: Required when the corporation operates in a nationality-restricted industry

3. Article on Arbitration: Include when shareholders want to specify alternative dispute resolution mechanisms

4. Article on Stockholders' Agreement: Include when incorporating an existing stockholders' agreement into the Articles

5. Article on Special Corporate Powers: Include when the corporation needs specific powers beyond standard corporate powers

Suggested Schedules

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

2. Schedule B - Secondary Purposes: Detailed list of secondary business purposes if not fully contained in main document

3. Schedule C - List of Assets: If assets are being transferred to the corporation upon incorporation

4. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding the payment and custody of capital stock subscription

5. Appendix 2 - Authority to Verify Bank Account: Authorization for SEC to verify paid-up capital in bank

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
Clauses
Corporate Identity
Corporate Purpose
Principal Office Location
Corporate Term
Capital Structure
Share Classification
Share Transfer Restrictions
Management Structure
Board Composition
Officer Designation
Stockholder Rights
Voting Rights
Preemptive Rights
Share Subscription
Capital Contribution
Corporate Powers
Fiscal Provisions
Meeting Procedures
Amendment Procedures
Dissolution
Arbitration
Compliance
Foreign Ownership
Nationality Restrictions
Corporate Governance
Stock Certificates
Stockholder Agreements
First Right of Refusal
Succession Planning
Asset Distribution
Relevant Industries

Family Business

Professional Services

Real Estate

Manufacturing

Retail

Technology

Healthcare

Agriculture

Construction

Food and Beverage

Consulting

Trading

Education

Relevant Teams

Legal

Compliance

Corporate Secretariat

Executive Leadership

Finance

Corporate Governance

Administrative

Risk Management

Relevant Roles

Chief Executive Officer

Company President

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Corporate Treasurer

Managing Director

Business Owner

Founding Partner

General Counsel

Company Registrar

Governance Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the incorporation, operation, and regulation of corporations in the Philippines. Special focus on Title XIII (Sections 96-105) which provides specific provisions for Close Corporations.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides guidelines for corporate compliance and reporting requirements.
SEC Memorandum Circular No. 16-2009: Provides guidelines for the minimum requirements and contents of Articles of Incorporation and By-laws.
National Internal Revenue Code (Republic Act No. 8424): Contains tax provisions relevant to corporation registration and ongoing operations, including requirements for tax identification numbers.
Anti-Money Laundering Act (Republic Act No. 9160): Relevant for compliance requirements in corporate formation and beneficial ownership disclosure.
Foreign Investments Act (Republic Act No. 7042): Important if there are foreign shareholders, as it regulates foreign ownership and investment in Philippine corporations.
SEC Memorandum Circular No. 1-2020: Updated guidelines on corporate governance and reporting requirements for corporations.
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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