Articles Of Organization Template for Philippines

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Key Requirements PROMPT example:

Articles Of Organization

"I need Articles of Organization for a technology startup in Manila with 60% local and 40% foreign ownership, planning to launch in March 2025, with an authorized capital stock of 10 million pesos and provisions for future venture capital investment."

Document background
Articles of Organization are essential corporate documents required for establishing a corporation in the Philippines under the Revised Corporation Code. This foundational document must be filed with the Securities and Exchange Commission (SEC) and serves multiple purposes: it creates the corporation's legal existence, defines its basic structure, outlines its governance framework, and establishes the rights and obligations of various stakeholders. The Articles of Organization include crucial information such as the corporation's name, purpose, capital structure, and management framework. This document is particularly important in the Philippine business context as it must comply with specific local regulatory requirements, including those related to foreign ownership restrictions, capitalization requirements, and corporate governance standards. The document is typically prepared during the initial stages of corporate formation and may require amendments as the corporation evolves or when regulatory requirements change.
Suggested Sections

1. Article I - Name of Corporation: The complete and exact corporate name that complies with SEC naming regulations

2. Article II - Purpose: Primary and secondary purposes of the corporation, describing the business activities it will engage in

3. Article III - Principal Office: Complete address of the principal office in the Philippines

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

5. Article V - Founders/Incorporators: Names, nationalities, and residence addresses of incorporators, all of whom must be natural persons

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

7. Article VII - Subscription and Payment of Shares: Details of share subscriptions by incorporators and payment terms

8. Article VIII - Board of Directors: Number of directors, qualifications, and term of office

9. Article IX - Officers: List of corporate officers, their roles and responsibilities

10. Article X - Amendments: Process for amending the Articles of Organization

Optional Sections

1. Article on Foreign Ownership Limitations: Required when the corporation operates in industries with foreign ownership restrictions under Philippine law

2. Article on Preferred Shares: Needed when the corporation will issue preferred shares, specifying their features and rights

3. Article on Corporate Seal: Optional provision describing the corporate seal, though not legally required under modern practice

4. Article on Branch Offices: Required when the corporation plans to establish branch offices

5. Article on Stockholder's Pre-emptive Rights: Optional provision detailing pre-emptive rights of stockholders, if any

6. Article on Arbitration: 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 - Special Powers: List of special powers granted to the corporation beyond general powers

4. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding the payment of subscribed shares

5. Appendix 2 - Tax Identification Information: Required information for tax registration purposes

6. Appendix 3 - Foreign Investment Details: Required when there are foreign investors, detailing their ownership and compliance with foreign investment laws

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

Clauses
Relevant Industries

Legal Services

Corporate Services

Business Process Outsourcing

Manufacturing

Retail

Technology

Financial Services

Real Estate

Healthcare

Education

Hospitality

Construction

Mining

Agriculture

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Secretariat

Executive Management

Board of Directors

Finance

Risk Management

Corporate Affairs

Regulatory Affairs

Corporate Planning

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Corporate Lawyer

Business Development Manager

Company Director

Board Member

Managing Director

Corporate Governance Officer

Risk Management Officer

Investment Manager

Company Registrar

Regulatory Affairs Manager

Corporate Planning Manager

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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