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Articles Of Incorporation Registered Agent

Articles Of Incorporation Registered Agent Template for Philippines

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Articles Of Incorporation Registered Agent

"I need Articles of Incorporation with Registered Agent for my tech startup in Manila, planning to launch in March 2025, with 40% foreign ownership and an authorized capital of 5 million PHP, including provisions for future venture capital investment."

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Document background
Articles of Incorporation with Registered Agent is a crucial legal document required for any business seeking to incorporate in the Philippines. This document, governed by the Revised Corporation Code of the Philippines, serves as the foundation for creating a new corporation and must be filed with the Securities and Exchange Commission (SEC). It contains essential information about the corporation's structure, including its name, purpose, principal office, capital structure, and the appointment of a registered agent. The registered agent plays a vital role as the official point of contact for legal and governmental communications. The document is particularly important as it establishes the corporation's legal existence and provides the framework for its operations, governance, and compliance with Philippine corporate laws. It must be prepared with careful attention to detail as it will affect the corporation's ability to conduct business, raise capital, and maintain good standing with regulatory authorities.
Suggested Sections

1. Corporate Name: Statement of the corporation's name and verification of its availability from SEC

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. Capital Structure: Amount of authorized capital stock, par value, and number of shares

5. Incorporators and Directors: Names, nationalities, and addresses of incorporators and initial directors

6. Treasurer and Corporate Officers: Designation of treasurer and other principal officers

7. Registered Agent: Name and address of the registered agent and their acceptance of appointment

8. Share Subscription: Details of share subscription by incorporators and shareholders

9. Corporate Term: Duration of corporate existence (perpetual unless specified otherwise)

10. Corporate Powers: Enumeration of corporate powers under the law

Optional Sections

1. Foreign Ownership Provisions: Required when the corporation has foreign investors, specifying ownership restrictions and compliance with foreign investment laws

2. Branch Office Provisions: Needed when the corporation plans to establish branch offices

3. Preferred Shares Provisions: Required when the corporation will issue preferred shares, detailing rights and privileges

4. Corporate Seal: Optional provision describing the corporate seal design and usage

5. Additional Capital Requirements: Required for certain regulated industries with minimum capitalization requirements

6. Special Provisions: Industry-specific provisions required by regulatory bodies

Suggested Schedules

1. Schedule A - List of Incorporators: Detailed information about incorporators including their tax identification numbers and government IDs

2. Schedule B - Share Subscription Agreement: Detailed breakdown of share subscriptions and payment terms

3. Schedule C - Treasurer's Affidavit: Sworn statement by the treasurer regarding paid-up capital

4. Schedule D - Secondary Licenses: List of required secondary licenses for regulated industries

5. Schedule E - Registered Agent Acceptance: Formal acceptance document from the registered agent

6. Appendix 1 - Corporate By-Laws: Draft of the corporation's by-laws to be adopted upon incorporation

7. Appendix 2 - Foreign Investment Compliance: Documentation of compliance with foreign investment regulations if applicable

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

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alex.den.21@genieai.co
Relevant legal definitions
Corporation
Articles of Incorporation
Registered Agent
Principal Office
Board of Directors
Corporate Secretary
Treasurer
Incorporators
Shareholders
Capital Stock
Par Value
Authorized Capital Stock
Subscribed Capital Stock
Paid-Up Capital
Common Shares
Preferred Shares
Corporate Term
Fiscal Year
Corporate Seal
Secondary License
SEC
By-Laws
Principal Officers
Corporate Powers
Corporate Purpose
Share Certificate
Majority Vote
Quorum
Corporate Records
Meeting of Shareholders
Clauses
Corporate Name and Domicile
Corporate Purpose
Duration
Capital Structure
Share Classification
Voting Rights
Transfer of Shares
Pre-emptive Rights
Board Composition
Officer Appointments
Registered Agent Designation
Meetings and Quorum
Amendment Procedures
Dissolution
Corporate Powers
Capitalization
Share Subscription
Corporate Officers
Fiscal Year
Corporate Seal
Indemnification
Regulatory Compliance
Foreign Ownership
Branch Establishment
Secondary Licenses
Corporate Records
Dividend Rights
Liquidation Rights
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Real Estate

Professional Services

Healthcare

Education

Construction

Transportation

Agriculture

Mining

Tourism

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Corporate Affairs

Risk Management

Board of Directors

Executive Management

Business Development

Corporate Services

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Compliance Officer

Chief Financial Officer

Legal Counsel

Corporate Governance Officer

Board Director

Managing Director

Incorporation Specialist

Corporate Services Manager

Registered Agent

Business Development Manager

Risk Management Officer

Corporate Affairs Director

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary law 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 corporations to register with the Securities and Exchange Commission (SEC), including provisions for corporate reporting and compliance.
SEC Memorandum Circular No. 28, Series of 2020: Provides guidelines on the submission and processing of articles of incorporation and other corporate documents through the SEC Electronic Filing and Submission Tool.
Anti-Money Laundering Act (Republic Act No. 9160): Requires corporations to implement measures preventing money laundering and establishes requirements for identifying beneficial owners and reporting suspicious transactions.
Foreign Investments Act (Republic Act No. 7042): Regulates foreign equity participation in Philippine corporations and outlines activities reserved for Filipino citizens or corporations.
SEC Guidelines on Compliance with Anti-Money Laundering Rules: Specific regulations requiring corporations to establish procedures for customer due diligence and record-keeping in compliance with anti-money laundering laws.
Data Privacy Act of 2012 (Republic Act No. 10173): Governs the protection of personal information in corporate records and requires compliance in handling stakeholder data.
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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