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Certificate Of Incorporation For LLC

Certificate Of Incorporation For LLC Template for Philippines

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Key Requirements PROMPT example:

Certificate Of Incorporation For LLC

"I need a Certificate of Incorporation for LLC to establish a tech startup in Manila with 60% local and 40% foreign ownership, with an authorized capital of 5 million PHP, planning to start operations in March 2025."

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Document background
The Certificate of Incorporation for LLC-type entities in the Philippines is a fundamental document required under the Revised Corporation Code of the Philippines for establishing a corporate entity. While the Philippines doesn't have a specific LLC structure like the United States, corporations can be structured to operate similarly. This document must be filed with the Securities and Exchange Commission (SEC) and serves as the primary charter that brings the corporation into legal existence. It contains crucial information including corporate name, purpose, principal office location, capital structure, and details of incorporators and directors. The certificate is essential for businesses seeking to operate with limited liability protection and must comply with various regulatory requirements including minimum capitalization, ownership restrictions (especially for foreign investors), and industry-specific regulations. It forms the foundation for all subsequent corporate actions and is required for opening bank accounts, obtaining permits, and conducting business operations.
Suggested Sections

1. Corporate Name: The complete and approved corporate name, including a declaration that it complies with naming regulations and has been reserved with the SEC

2. Principal Office: The complete address of the corporation's principal office in the Philippines

3. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation

4. Term of Existence: Statement of the corporation's term of existence (typically perpetual under the Revised Corporation Code)

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

6. Names and Details of Incorporators: Names, nationalities, and addresses of all incorporators, who must be at least 2 and not more than 15 natural persons

7. Board of Directors: Number of directors, their qualifications, terms, and initial board members

8. Subscription and Payment of Capital: Details of share subscriptions by incorporators and payment of subscribed shares

9. Corporate Officers: Names and positions of initial corporate officers

10. Fiscal Year: Specification of the corporation's fiscal year

Optional Sections

1. Foreign Ownership Provisions: Required if the corporation will have foreign investors, specifying compliance with foreign ownership restrictions

2. Special Provisions: Any special provisions relating to corporate governance, voting rights, or transfer restrictions

3. Branch Offices: Information about branch offices if the corporation plans to establish them

4. Arbitration Clause: Provisions for dispute resolution through arbitration

5. Specific Industry Compliance: Required for regulated industries like banking or insurance, including specific regulatory compliance statements

Suggested Schedules

1. Schedule A - Share Capital Details: Detailed breakdown of share classes, rights, and privileges

2. Schedule B - Subscriber Information: Complete details of share subscribers including their tax identification numbers and subscription amounts

3. Schedule C - Board Resolution: Initial board resolutions adopting the by-laws and appointing officers

4. Appendix 1 - By-Laws: Complete corporate by-laws detailing governance procedures

5. Appendix 2 - Treasurer's Affidavit: Sworn statement by the Treasurer regarding paid-up capital

6. Appendix 3 - Tax Identification Documents: Copies of tax identification documents for incorporators and the corporation

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 Industries

Technology

Manufacturing

Retail

Professional Services

Real Estate

Construction

Financial Services

Healthcare

Education

Hospitality

Agriculture

Transportation

Energy

Media and Entertainment

Import/Export

Consulting

Relevant Teams

Legal

Compliance

Corporate Secretariat

Finance

Executive Leadership

Risk Management

Corporate Affairs

Administrative

Business Development

Governance

Relevant Roles

CEO

Company Secretary

Corporate Lawyer

Legal Counsel

Compliance Officer

Chief Financial Officer

Business Development Manager

Managing Director

Board Member

Corporate Governance Officer

Risk Management Officer

Investment Manager

Incorporation Specialist

Legal Administrator

Corporate Affairs Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary law governing the incorporation, operation, and regulation of corporations in the Philippines. It provides the fundamental requirements for incorporation, corporate structure, and governance.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and requires registration of securities with the Securities and Exchange Commission (SEC), which is relevant for the incorporation process.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign ownership and investment in Philippine corporations, including restrictions on certain business activities and foreign equity limitations.
Anti-Money Laundering Act (Republic Act No. 9160): Requires proper identification and documentation of incorporators and beneficial owners as part of due diligence during company formation.
National Internal Revenue Code: Governs the tax obligations and requirements for newly incorporated entities, including tax registration and compliance procedures.
SEC Memorandum Circular No. 16-2009: Provides specific guidelines for the minimum required capital stock and paid-up capital for corporations in the Philippines.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, handling, and protection of personal information, which is relevant when collecting and storing incorporator information.
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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