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Articles Of Organization Corporation

Articles Of Organization Corporation Template for Philippines

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Key Requirements PROMPT example:

Articles Of Organization Corporation

"I need Articles of Organization Corporation for a Philippine tech startup with planned foreign investment of up to 40%, launching in March 2025, with an authorized capital stock of 10 million pesos and provisions for multiple share classes including founders' shares with special voting rights."

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Document background
The Articles of Organization Corporation is a mandatory legal document required for any business seeking to incorporate in the Philippines. This document must be prepared and filed in accordance with the Revised Corporation Code of the Philippines (RA 11232) and SEC regulations. It serves multiple critical purposes: establishing the corporation's legal existence, defining its basic structure and purposes, specifying its capital structure, and outlining its governance framework. The document includes essential information such as the corporation's name, principal office address, purpose, term of existence, capital stock details, and the particulars of incorporators, directors, and officers. It forms the foundation for corporate existence and must be carefully drafted to ensure compliance with Philippine law and to provide a solid framework for the corporation's operations.
Suggested Sections

1. Article I - Name of Corporation: States the complete and exact corporate name that has been verified and reserved with the SEC

2. Article II - Principal Office: Specifies the complete address of the corporation's principal office, including the city or municipality within the Philippines

3. Article III - Purpose: Details both primary and secondary purposes of the corporation, describing the business activities it will engage in

4. Article IV - Term of Existence: Specifies the duration of the corporation's existence (perpetual unless stated otherwise)

5. Article V - Capital Stock: States the authorized capital stock amount, number of shares, and par value per share

6. Article VI - Incorporators and Directors: Lists the names, nationalities, and addresses of incorporators and initial directors

7. Article VII - Subscription and Payment of Shares: Details the subscription of shares by incorporators and the amount paid on subscription

8. Article VIII - Corporate Officers: Names the initial officers of the corporation and their positions

9. Article IX - Fiscal Year: Specifies the corporation's fiscal year period

Optional Sections

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

2. Article on Founders' Shares: Included when the corporation wishes to issue founders' shares with special rights or privileges

3. Article on Board Committees: Added when establishing specific standing committees of the board of directors

4. Article on Branch Offices: Included when the corporation plans to establish branch offices at the time of incorporation

5. Article on Corporate Seal: Optional provision describing the corporate seal design and usage

6. Article on Amendment Procedures: Detailed procedures for amending the Articles of Organization beyond statutory requirements

Suggested Schedules

1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and privileges attached to different share types

2. Schedule B - List of Subscribers: Complete list of share subscribers with their corresponding subscriptions and payments

3. Schedule C - Special Provisions: Any special provisions or restrictions on share transfers, voting rights, or other corporate matters

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

5. Appendix 2 - Tax Identification Information: Documentation of tax identification numbers for incorporators and directors

6. Appendix 3 - Foreign Investment Compliance: Documentation proving 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
Board of Directors
Articles of Organization
Principal Office
Authorized Capital Stock
Par Value
Common Shares
Preferred Shares
Incorporators
Corporate Officers
Corporate Secretary
Treasurer
Fiscal Year
Stockholders
Subscription
Board Resolution
Corporate Seal
By-Laws
Special Meeting
Annual Meeting
Regular Meeting
Quorum
Majority Vote
Executive Committee
Share Certificate
Transfer of Shares
Corporate Books
Corporate Records
Principal Place of Business
Branch Office
Clauses
Corporate Name
Corporate Purpose
Principal Office
Term of Existence
Capital Structure
Share Classification
Subscription Rights
Transfer Restrictions
Voting Rights
Board Composition
Officer Appointments
Corporate Powers
Meeting Procedures
Amendment Procedures
Dissolution
Share Issuance
Pre-emptive Rights
Fiscal Year
Corporate Governance
Foreign Ownership
Capitalization
Management Structure
Shareholder Rights
Director Qualifications
Officer Duties
Corporate Records
Branch Establishment
Stock Certificates
Relevant Industries

Manufacturing

Retail

Technology

Financial Services

Real Estate

Healthcare

Education

Food and Beverage

Construction

Tourism and Hospitality

Agriculture

Mining

Transportation and Logistics

Professional Services

Entertainment and Media

Energy and Utilities

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Administrative

Executive Management

Board of Directors

Corporate Governance

Regulatory Affairs

Risk Management

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Corporate Treasurer

Managing Director

Company President

Business Development Manager

Risk Manager

Corporate Governance Officer

Regulatory Affairs Manager

Company Registrar

Administrative Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, operation, and regulation of corporations in the Philippines. It provides the fundamental requirements for Articles of Organization, including required contents, corporate naming rules, and capitalization requirements.
Securities Regulation Code (Republic Act No. 8799): Provides regulations for securities, corporate registration, and reporting requirements to the Securities and Exchange Commission (SEC).
SEC Memorandum Circular No. 16, Series of 2009: Provides guidelines on the required contents and format of Articles of Organization and other corporate documents to be submitted to the SEC.
Anti-Money Laundering Act (Republic Act No. 9160): Requires corporations to maintain transparency in ownership and implement measures against money laundering, affecting beneficial ownership disclosure requirements in corporate documents.
Foreign Investments Act (Republic Act No. 7042): If foreign ownership is involved, this law determines restrictions and requirements for foreign participation in Philippine corporations.
SEC Guidelines on Corporate Names: Specific regulations regarding the selection and use of corporate names, which must be followed in the Articles of Organization.
Philippine Competition Act (Republic Act No. 10667): May affect provisions in the Articles of Organization related to corporate purpose and business activities to ensure compliance with competition laws.
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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