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Articles Of Organization With Statement Of Conversion

Articles Of Organization With Statement Of Conversion Template for Philippines

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Key Requirements PROMPT example:

Articles Of Organization With Statement Of Conversion

"I need Articles of Organization with Statement of Conversion to transform my sole proprietorship IT consultancy business into a corporation by March 2025, with an authorized capital of 5 million PHP and three local incorporators."

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Document background
Articles of Organization With Statement of Conversion is a specialized legal document used in the Philippines when business owners wish to convert their existing business entity (such as a sole proprietorship, partnership, or other business forms) into a corporation while simultaneously establishing the new corporate entity. This document is filed with the Securities and Exchange Commission (SEC) and must comply with the Revised Corporation Code of the Philippines. It includes comprehensive information about both the converting entity and the new corporation, including details about assets and liabilities being transferred, capital structure, ownership distribution, and corporate governance arrangements. The document is particularly useful for growing businesses seeking the benefits of corporate structure while maintaining business continuity. It streamlines the conversion process by combining what would otherwise be multiple separate filings into a single comprehensive document.
Suggested Sections

1. Corporate Name and Details: States the proposed corporate name, principal office address, and specific purpose of the corporation

2. Statement of Conversion: Declares the intent to convert from the existing business form to a corporation, identifying the current business structure

3. Term of Existence: Specifies whether the corporation will have perpetual existence or a specific term

4. Capital Structure: Details the authorized capital stock, par value, and classes of shares if applicable

5. Names and Details of Incorporators: Lists the incorporators with their nationalities and residence addresses

6. Names of Initial Directors: Identifies the initial board of directors who will serve until the first annual meeting

7. Treasurer's Affidavit: Certification of capital contribution and paid-up capital

8. Tax Identification Information: Required tax details and registrations

9. Execution and Verification: Formal execution of the document by required parties with notarization

Optional Sections

1. Foreign Ownership Declaration: Required when foreign nationals are incorporators or shareholders, detailing compliance with foreign ownership restrictions

2. Special Provisions: Any specific provisions unique to the corporation's operations or governance structure

3. Branch Office Declarations: Required when the corporation plans to establish branch offices

4. Professional Practice Provisions: Required for corporations engaging in professional services

5. Predecessor Entity Details: Detailed information about the converting entity when complex business structures are involved

Suggested Schedules

1. Schedule A - List of Assets and Liabilities: Detailed inventory of all assets and liabilities being transferred from the converting entity

2. Schedule B - Shareholding Structure: Detailed breakdown of share distribution and classes of shares

3. Schedule C - Corporate Governance Guidelines: Specific rules and procedures for corporate governance

4. Appendix 1 - Consent Resolutions: Required resolutions from the converting entity approving the conversion

5. Appendix 2 - SEC Clearances: Copies of necessary SEC clearances and approvals

6. Appendix 3 - Tax Clearances: Documentation of tax compliance and clearances

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Articles of Organization
Statement of Conversion
Converting Entity
Resulting Corporation
Effective Date
Board of Directors
Incorporators
Capital Stock
Par Value
Authorized Capital
Subscribed Capital
Paid-Up Capital
Principal Office
Corporate Secretary
Corporate Treasurer
Conversion Assets
Conversion Liabilities
Business Day
Securities and Exchange Commission
Revised Corporation Code
Corporate Term
Shares
Stockholders
Corporate Name
Governing Law
Initial Directors
Corporate Purpose
Transfer Date
Corporate Officers
Fiscal Year
Primary Purpose
Secondary Purposes
Foreign Investment
Majority Vote
Corporate Records
Corporate Seal
By-Laws
Successor Entity
Predecessor Entity
Conversion Rights
Business Assets
Transfer Documents
Regulatory Approvals
Corporate Powers
Clauses
Corporate Name and Address
Purpose and Powers
Term of Existence
Capital Structure
Share Classification
Conversion Terms
Asset Transfer
Liability Assumption
Corporate Governance
Board Composition
Officer Appointments
Voting Rights
Share Transfer Restrictions
Foreign Ownership Limitations
Pre-emptive Rights
Dividend Rights
Dissolution Provisions
Amendment Procedures
Conversion Effective Date
Regulatory Compliance
Tax Provisions
Successor Rights
Business Continuation
Corporate Records
Stockholder Rights
Meeting Procedures
Quorum Requirements
Notice Requirements
Indemnification
Severability
Governing Law
Relevant Industries

Manufacturing

Retail

Professional Services

Technology

Real Estate

Construction

Healthcare

Financial Services

Education

Hospitality

Agriculture

Transportation and Logistics

Mining and Natural Resources

Entertainment and Media

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Tax

Executive Leadership

Board of Directors

Risk Management

Corporate Affairs

Business Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Business Owner

Managing Director

Corporate Treasurer

Board Director

Company Registrar

Tax Manager

Operations Director

Business Development Manager

Risk Management Officer

Corporate Governance Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary law governing corporation formation, organization, and operations in the Philippines. It provides the fundamental requirements for Articles of Organization and the process of corporate conversion.
Securities and Exchange Commission Memorandum Circular No. 3 (2018): Provides specific guidelines and requirements for corporate registration and filing of Articles of Organization with the SEC, including documentary requirements and procedures.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investment and ownership in Philippine corporations, including restrictions and limitations that may affect corporate conversion and organization.
National Internal Revenue Code: Contains tax provisions and requirements relevant to corporate conversion and organization, including tax implications of conversion and registration requirements.
Anti-Money Laundering Act (Republic Act No. 9160): Provides requirements for corporate transparency and beneficial ownership disclosure during company formation and conversion.
SEC Rules on Corporate Terms and Conditions: Specific regulations governing the terms and conditions that must be included in Articles of Organization, including naming conventions and corporate purpose requirements.
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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