Articles Of Incorporation Of A General Stock Corporation Template for Philippines

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Key Requirements PROMPT example:

Articles Of Incorporation Of A General Stock Corporation

"I need Articles of Incorporation of a General Stock Corporation for a technology startup in Manila with an authorized capital stock of 10 million pesos, allowing for up to 30% foreign ownership, and planning to issue both common and preferred shares with specific rights for founding members."

Document background
The Articles of Incorporation of a General Stock Corporation is a mandatory document required under Philippine law for establishing a corporation. This document must be filed with the Securities and Exchange Commission (SEC) as part of the corporate registration process, in compliance with the Revised Corporation Code of 2019. It contains crucial information about the corporation's identity, including its name, principal office, corporate purpose, capital structure, and governance framework. The document serves multiple purposes: it creates the corporation's legal personality, establishes its operational parameters, defines relationships between stakeholders, and provides transparency for regulatory oversight. It is particularly important as it forms the basis for all future corporate actions and must be referenced for any fundamental changes to the corporation's structure or operations. The document must be prepared with careful attention to detail as it affects the corporation's ability to conduct business, raise capital, and comply with Philippine regulatory requirements.
Suggested Sections

1. Corporate Name: The complete corporate name that complies with SEC naming guidelines

2. Principal Office: Complete Philippine address of the corporation's main office

3. Corporate Purpose: Primary and secondary purposes of the corporation, detailing the business activities it will engage in

4. Corporate Term: Statement of perpetual existence as per the RCC of 2019

5. Capital Structure: Details of authorized capital stock, par value, and classes of shares

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

7. Number of Directors: Specifies the number of directors (minimum 5, maximum 15)

8. Initial Board of Directors: Names, addresses, and citizenship of initial directors who will serve until first shareholders' meeting

9. Subscription and Payment of Shares: Details of share subscription by incorporators and payment terms

10. Treasurer's Affidavit: Sworn statement regarding the payment and custody of capital stock subscription

Optional Sections

1. Preferred Shares Provisions: Used when the corporation will issue preferred shares, detailing their features, rights, and privileges

2. Founders' Shares Provisions: Included when special shares are to be issued to founders, pioneers, or incorporators

3. Foreign Ownership Limitations: Required when the corporation operates in a nationally restricted business area

4. Corporate Officers Provisions: Additional provisions about appointment and duties of corporate officers beyond standard requirements

5. Arbitration Clause: Optional provision for resolving internal corporate disputes through arbitration

6. Special Provisions: Any additional provisions allowed by law that the incorporators wish to include

Suggested Schedules

1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and features

2. Schedule B - Subscribers' Information: Complete details of initial share subscribers including their tax identification numbers

3. Schedule C - Secondary Purposes: Detailed list of secondary business activities if too extensive for main document

4. Appendix 1 - Bank Certificate: Proof of deposit of paid-up capital

5. Appendix 2 - Tax Identification Documents: TIN certificates of incorporators and directors

6. Appendix 3 - Required Government Clearances: Any special permits or clearances required for the business

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 and Commerce

Technology

Real Estate

Healthcare

Transportation and Logistics

Construction

Agriculture

Mining

Education

Professional Services

Tourism and Hospitality

Energy and Utilities

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Secretariat

Finance

Executive Management

Board of Directors

Corporate Governance

Risk Management

Regulatory Affairs

Corporate Planning

Treasury

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Corporate Governance Officer

Risk Management Officer

Business Development Manager

Investment Relations Officer

Corporate Planning Manager

Regulatory Affairs Manager

Company Registrar

Treasury Manager

Corporate Communications Director

Industries
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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