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Certificate Of Incorporation And Articles Of Incorporation
"I need a Certificate of Incorporation and Articles of Incorporation for a tech startup in Manila with 40% foreign ownership, planning to issue both common and preferred shares, with an initial authorized capital of 10 million pesos, targeting incorporation by March 2025."
1. Certificate of Incorporation Header: Contains the official title, document reference number, and SEC filing details
2. Corporate Name: The approved name of the corporation as reserved with the SEC
3. Principal Office: Complete address of the corporation's primary place of business
4. Corporate Purpose: Detailed statement of the primary and secondary purposes of the corporation
5. Capital Structure: Details of authorized capital stock, par value, and classes of shares
6. Names, Nationalities, and Residences of Incorporators: Information about the founding shareholders including their shareholdings
7. Board of Directors: Number of directors, qualifications, term of office, and initial board members
8. Corporate Officers: Designation of required officers (President, Secretary, Treasurer) and their roles
9. Corporate Term: Duration of corporate existence (typically perpetual under the Revised Corporation Code)
10. Share Subscription and Payment: Details of subscribed capital and paid-up capital by incorporators
1. Preferred Shares Provisions: Used when the corporation will issue preferred shares, detailing rights, privileges, and restrictions
2. Foreign Ownership Provisions: Required when foreign ownership is involved, specifying compliance with Foreign Investment laws
3. Branch Office Provisions: Included when the corporation plans to establish branch offices
4. Special Provisions for Professional Corporations: Required for corporations practicing licensed professions
5. Founder's Shares Provisions: Used when special rights or privileges are granted to founders
6. Corporate Seal Provisions: Optional section describing the corporate seal design and usage
7. Arbitration Clause: Optional provision for dispute resolution through arbitration
1. Schedule A - List of Incorporators: Detailed information about incorporators including their tax identification numbers and government IDs
2. Schedule B - Treasurer's Affidavit: Sworn statement by the Treasurer regarding paid-up capital
3. Schedule C - Bank Certificate: Proof of deposit of paid-up capital in a Philippine bank
4. Schedule D - Tax Identification Documents: Copies of tax identification numbers and registration documents
5. Schedule E - Secondary Licenses: Copies of required secondary licenses for regulated industries
6. Appendix 1 - Board and Shareholder Resolutions: Initial organizational resolutions adopted by incorporators
7. Appendix 2 - Corporate By-laws: Complete set of corporate by-laws governing internal operations
Authors
Articles of Incorporation
Board of Directors
By-laws
Capital Stock
Common Shares
Preferred Shares
Par Value
Authorized Capital Stock
Subscribed Capital
Paid-up Capital
Incorporators
Corporate Secretary
Principal Office
Fiscal Year
Corporate Term
Stockholders
Corporate Officers
Quorum
Securities and Exchange Commission
Share Certificate
Treasury Shares
Majority Vote
Corporate Seal
Registration Statement
Annual Meeting
Special Meeting
Board Resolution
Secondary License
Foreign Investment
Corporate Purpose
Duration
Capital Structure
Share Classification
Subscription and Payment
Transfer of Shares
Board Composition
Corporate Officers
Meetings and Quorum
Voting Rights
Amendment Procedures
Dissolution
Corporate Powers
Capitalization
Management Structure
Fiscal Year
Corporate Seal
Stock Certificates
Pre-emptive Rights
Share Restrictions
Foreign Ownership
Arbitration
Compliance
Regulatory Reporting
Financial Services
Manufacturing
Retail
Technology
Real Estate
Healthcare
Professional Services
Construction
Agriculture
Education
Mining
Transportation
Tourism
Energy
Telecommunications
Legal
Compliance
Corporate Secretariat
Finance
Corporate Affairs
Risk Management
Executive Management
Board of Directors
Regulatory Affairs
Corporate Governance
Chief Executive Officer
Company Secretary
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Board Director
Managing Director
Business Development Manager
Investment Relations Officer
Risk Management Officer
Corporate Planning Manager
Regulatory Affairs Manager
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