Articles of Incorporation for LLC in the Philippines is a crucial document required by the Securities and Exchange Commission (SEC) for establishing a corporate entity. This document is mandatory under the Revised Corporation Code of the Philippines and must be filed before a company can legally operate as a corporation. It contains essential information about the company's structure, including corporate name, principal office, purposes, capital structure, and governance framework. The document serves multiple purposes: it creates the legal entity, provides a framework for corporate governance, establishes relationships between stakeholders, and ensures compliance with Philippine corporate laws. It's particularly important as it forms the basis for all future corporate actions and serves as evidence of the company's legitimate existence and compliance with regulatory requirements.
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1. Corporate Name: Official name of the corporation and statement of its corporate existence
2. Principal Office: Complete address of the corporation's principal office in the Philippines
3. Corporate Purpose: Primary and secondary purposes of the corporation, detailing business activities
4. Corporate Term: Duration of corporate existence (typically perpetual under the Revised Corporation Code)
5. Capital Structure: Authorized capital stock, par value, and classes of shares if applicable
6. Names and Details of Incorporators: Names, nationalities, and addresses of incorporators (minimum of 1-15 incorporators)
7. Board of Directors: Number of directors, qualifications, and term of office
8. Subscription and Payment of Capital: Details of subscribed capital and paid-up capital by incorporators
9. Corporate Officers: Designation of required officers and their roles
10. Corporate Seal: Description of the corporate seal and its usage
11. Fiscal Year: Specification of the corporation's fiscal year
12. Amendments: Procedure for amending the Articles of Incorporation
1. Foreign Ownership Provisions: Required if the corporation has foreign investors, detailing compliance with foreign ownership restrictions
2. Voting Trust: Include when there are special voting arrangements among shareholders
3. Preferred Shares Rights: Required when the corporation will issue preferred shares, detailing their rights and privileges
4. Branch Offices: Include when the corporation plans to establish branch offices
5. Corporate Compliance Officer: Required for larger corporations or those with complex compliance needs
6. Special Provisions: Any unique provisions specific to the corporation's business model or structure
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and distribution
2. Schedule B - Subscriber Information: Complete details of initial subscribers including their shareholdings
3. Schedule C - Secondary Purposes: Detailed list of secondary business purposes if any
4. Schedule D - Initial Directors and Officers: Complete information about initial directors and officers
5. Schedule E - Special Provisions: Any special provisions or restrictions on corporate governance
6. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding paid-up capital
7. Appendix 2 - Tax Identification Documents: Required tax registration information and documents
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