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By Laws Articles Of Association

By Laws Articles Of Association Template for Philippines

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By Laws Articles Of Association

"I need By-Laws Articles of Association for a new technology startup in the Philippines that will have both local and foreign investors, with provisions for future venture capital investment and a plan to go public by 2025."

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Document background
By-Laws/Articles of Association are mandatory corporate documents required under Philippine law for any corporation's registration and operation. These documents must be filed with the Securities and Exchange Commission (SEC) and comply with the Revised Corporation Code of the Philippines. They establish the framework for corporate governance, detailing organizational structure, management procedures, and operational rules. The documents are crucial during incorporation and continue to govern the corporation's internal affairs throughout its existence. They include provisions for shareholder rights, board responsibilities, officer duties, meeting procedures, and other essential corporate matters. Amendments to By-Laws require shareholder approval and SEC filing, making them relatively stable but adaptable documents that form the foundation of corporate governance.
Suggested Sections

1. Article I - The Corporation: States the corporate name, principal office, and purpose of the corporation

2. Article II - Capital Stock: Details of authorized capital stock, par value, classes of shares, and rights of stockholders

3. Article III - Shareholders: Rights, responsibilities, and procedures for shareholders, including voting rights and meeting procedures

4. Article IV - Board of Directors: Composition, qualifications, powers, duties, and election procedures for the Board

5. Article V - Officers: Designation of officers, their duties, terms, and appointment procedures

6. Article VI - Meetings: Procedures for regular and special meetings of shareholders and board of directors

7. Article VII - Corporate Seal: Description and custody of the corporate seal

8. Article VIII - Fiscal Year: Specification of the corporation's fiscal year

9. Article IX - Dividends and Finances: Policies on declaration of dividends and financial management

10. Article X - Amendments: Procedures for amending the by-laws

Optional Sections

1. Article on Committees: Establishes various committees (audit, nomination, compensation) - typically included for larger corporations or those planning to go public

2. Article on Independent Directors: Required for publicly listed companies and corporations meeting certain SEC thresholds

3. Article on Corporate Governance: Detailed governance policies - recommended for larger corporations or those seeking institutional investment

4. Article on Stock Transfer: Detailed procedures for share transfers - important for corporations with complex shareholding structures

5. Article on Indemnification: Provisions for indemnifying directors and officers - recommended for corporations with significant operational risks

6. Article on Related Party Transactions: Procedures for handling related party transactions - important for family corporations or those with complex corporate relationships

Suggested Schedules

1. Schedule A - Initial Subscribers: List of initial shareholders with their corresponding subscriptions and paid-up capital

2. Schedule B - Board Committees Charter: Detailed terms of reference for various board committees

3. Schedule C - Corporate Governance Manual: Detailed corporate governance policies and procedures

4. Schedule D - Signing Authorities: Matrix of signing and approval authorities for various corporate actions

5. Appendix 1 - Forms: Standard forms for proxy voting, share transfers, and other corporate actions

6. Appendix 2 - Meeting Procedures: Detailed procedures for conducting various types of corporate meetings

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 Incorporation
Board of Directors
By-Laws
Capital Stock
Corporation
Common Shares
Preferred Shares
Corporate Secretary
Dividends
Executive Officer
Fiscal Year
Independent Director
Major Stockholder
Majority Vote
Meeting
Annual Meeting
Special Meeting
Minutes
Notice
Officer
Par Value
Principal Office
Proxy
Quorum
Regular Meeting
Related Party
Related Party Transaction
SEC
Securities
Share Certificate
Shareholder
Stockholder of Record
Subsidiary
Treasurer
Treasury Shares
Voting Rights
Authorized Capital Stock
Board Committee
Corporate Seal
Cumulative Voting
Director
Executive Committee
Good Standing
Resolution
Board Resolution
Stockholders' Resolution
Clauses
Corporate Identity
Share Capital
Share Rights and Restrictions
Share Transfer
Shareholders' Rights
Shareholders' Meetings
Voting Rights
Board Composition
Board Powers
Board Meetings
Officer Appointments
Officer Duties
Corporate Governance
Fiscal Management
Dividend Distribution
Corporate Records
Seal and Execution of Documents
Notice Requirements
Amendment Procedures
Indemnification
Conflict Resolution
Dissolution
Committee Formation
Related Party Transactions
Stockholder Communication
Share Certificates
Compliance
Quorum Requirements
Voting Procedures
Term Limits
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Real Estate

Healthcare

Education

Energy

Transportation

Agriculture

Mining

Construction

Professional Services

Telecommunications

Entertainment

Tourism

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Corporate Governance

Risk Management

Internal Audit

Investor Relations

Corporate Communications

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Corporate Governance Officer

Chief Financial Officer

Chief Operating Officer

Company President

Vice President

Board Chairman

Corporate Communications Director

Risk Management Officer

Internal Auditor

Investor Relations Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, organization, operation, and regulation of corporations in the Philippines. It provides the fundamental requirements for corporate formation, including the content of by-laws.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides requirements for corporate governance, especially for corporations that plan to offer securities to the public.
SEC Memorandum Circular No. 6, Series of 2014: Provides the guidelines for corporate governance reporting and compliance requirements for corporations.
Anti-Money Laundering Act (Republic Act No. 9160): Contains provisions that corporations need to consider in their governance structure, particularly regarding financial transactions and reporting.
Code of Corporate Governance (SEC Memorandum Circular No. 19, Series of 2016): Provides principles and guidelines for corporate governance that should be reflected in the by-laws, particularly for publicly-listed companies.
Foreign Investments Act (Republic Act No. 7042): Important to consider if the corporation will have foreign shareholders, as it affects ownership restrictions and requirements.
SEC Guidelines on Anti-Dummy Law: Relevant for corporations with foreign investments to ensure compliance with nationality requirements in restricted business areas.
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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