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Certificate Of Incorporation Short Form

Certificate Of Incorporation Short Form Template for Philippines

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Key Requirements PROMPT example:

Certificate Of Incorporation Short Form

"I need a Certificate of Incorporation Short Form for a domestic technology startup in Manila, with three local incorporators and an authorized capital stock of 1 million pesos, to be registered by March 2025."

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Document background
The Certificate Of Incorporation Short Form is a fundamental document required for establishing a corporation in the Philippines. This document is mandated by the Revised Corporation Code of the Philippines and must be filed with the Securities and Exchange Commission (SEC) to legally create a corporation. It contains critical information about the corporate entity, including its name, purpose, capital structure, and key personnel. The short form version is typically used for straightforward corporate structures where complex provisions or special arrangements are not required. This document serves as the corporation's primary charter and must comply with Philippine corporate laws and SEC regulations. It is essential for businesses seeking to establish a corporate presence in the Philippines and forms the foundation for all subsequent corporate activities and regulatory compliance.
Suggested Sections

1. Corporate Name: The complete and approved name of the corporation, including the required corporate identifier (e.g., 'Corporation', 'Inc.', 'Corp.')

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

3. Corporate Purpose: Primary and secondary purposes of the corporation, clearly stating the nature of business to be conducted

4. Corporate Term: Duration of the corporation's existence (may be perpetual under the Revised Corporation Code)

5. Capital Structure: Authorized capital stock, par value per share, and subscription details

6. Incorporators: Names, nationalities, and addresses of incorporators who must own/subscribe to shares of the corporation

7. Board of Directors: Number of directors and names of initial board members

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

Optional Sections

1. Branch Offices: Details of any branch offices or secondary locations, used when the corporation has multiple locations at incorporation

2. Foreign Ownership Declaration: Required only when foreign nationals are among the incorporators or shareholders

3. Special Provisions: Any specific provisions or restrictions on corporate activities, used when the corporation has unique operational requirements

4. Preferred Shares Provisions: Details of preferred shares features and rights, included only if the corporation will issue preferred shares

Suggested Schedules

1. Schedule A - Subscription Details: Detailed breakdown of share subscriptions by each incorporator

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

3. Schedule C - Tax Identification Information: List of incorporators' tax identification numbers and other tax-related information

4. Schedule D - Secondary Licenses: List of required secondary licenses based on the business activities (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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Legal Services

Financial Services

Technology

Manufacturing

Retail

Real Estate

Healthcare

Education

Construction

Transportation

Agriculture

Mining

Energy

Telecommunications

Professional Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Executive Leadership

Finance

Administrative

Risk Management

Corporate Governance

Business Development

Regulatory Affairs

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Company Director

Corporate Lawyer

Business Development Manager

Risk Manager

Administrative Officer

Company Registrar

Board Member

Managing Director

General Counsel

Corporate Governance Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, organization, and regulation of private 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 certain disclosures for corporations, particularly relevant if the corporation plans to issue shares or securities.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investment participation in Philippine corporations, including restrictions on foreign ownership in certain industries.
Anti-Money Laundering Act (Republic Act No. 9160): Provides requirements for verification of incorporators' identities and source of funds to prevent money laundering through corporate vehicles.
National Internal Revenue Code: Covers tax registration requirements and obligations for newly incorporated entities, including the need to obtain a Tax Identification Number (TIN).
Business Name Law (Republic Act No. 3883): Governs the registration and use of business names, which is crucial for the corporate name selection process.
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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