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Charter Articles Of Incorporation

Charter Articles Of Incorporation Template for Philippines

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Charter Articles Of Incorporation

"I need Charter Articles of Incorporation for a new technology startup in Manila with 60% domestic and 40% foreign ownership, planned for registration in March 2025, with provisions for multiple share classes and future venture capital investment."

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Document background
Charter Articles of Incorporation are required when establishing a new corporation in the Philippines or converting an existing business into a corporation. This document must be prepared and filed with the Securities and Exchange Commission (SEC) as part of the incorporation process, in compliance with the Revised Corporation Code of 2019. The Articles contain crucial information about the corporation's identity, including its name, purpose, principal office, capital structure, and governance framework. It serves as the primary constitutional document of the corporation and must be signed by the incorporators who are typically the initial shareholders. The document requires careful preparation as it forms the foundation for corporate existence and operations, with amendments requiring stockholder approval and SEC filing. Special considerations apply for corporations with foreign ownership or those operating in regulated industries.
Suggested Sections

1. Article I - Corporate Name: States the exact corporate name approved by the SEC, following Philippine naming conventions and restrictions

2. Article II - Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation

3. Article III - Principal Office: Specifies the complete address of the principal office in the Philippines

4. Article IV - Corporate Term: States the duration of corporate existence (typically perpetual under the new RCC)

5. Article V - Capital Structure: Details of authorized capital stock, par value, and classes of shares

6. Article VI - Names, Nationalities, and Residences of Incorporators: Lists all incorporators with their required personal information

7. Article VII - Board of Directors: Number of directors, qualifications, terms, and basic governance structure

8. Article VIII - Officers: Designation of required officers and their basic duties

9. Article IX - Shareholders Meetings: Provisions for annual and special meetings, quorum requirements, and voting rights

10. Article X - Amendment of Articles: Procedure for amending the Articles of Incorporation

Optional Sections

1. Article on Preferred Shares: Include when the corporation will issue preferred shares, detailing rights, privileges, and restrictions

2. Article on Foreign Equity Limitations: Required for corporations in nationally restricted industries or with foreign ownership

3. Article on Branch Offices: Include when the corporation plans to establish branch offices

4. Article on Corporate Seal: Optional provision describing the corporate seal and its use

5. Article on Indemnification: Provisions for indemnifying directors and officers

6. Article on Stockholder's Pre-emptive Rights: Include when specific pre-emptive rights arrangements are desired

7. Article on Arbitration: Optional dispute resolution provisions through arbitration

Suggested Schedules

1. Schedule A - Subscription Contract: Details of share subscriptions by initial stockholders

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

3. Schedule C - Tax Identification Information: Tax details of incorporators and the corporation

4. Schedule D - Secondary Licenses: List of required secondary licenses for regulated industries

5. Schedule E - Foreign Investment Details: Required for corporations with foreign equity

6. Appendix 1 - Board and Shareholder Resolutions: Initial organizational resolutions

7. Appendix 2 - Corporate Governance Manual: Detailed governance procedures and policies

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

Financial Services

Technology

Manufacturing

Retail

Real Estate

Healthcare

Education

Professional Services

Construction

Agriculture

Mining

Transportation

Telecommunications

Energy

Tourism

Food and Beverage

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Finance

Board of Directors

Executive Management

Corporate Affairs

Regulatory Affairs

Risk Management

Corporate Planning

Investor Relations

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Corporate Governance Officer

Managing Director

Company Registrar

Legal Manager

Business Development Manager

Risk Management Officer

Corporate Planning Director

Investor Relations Manager

Regulatory Affairs Manager

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 Articles of Incorporation, corporate governance, and stockholders' rights.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides requirements for corporations planning to issue shares to the public, including disclosure requirements and registration procedures.
Foreign Investments Act of 1991 (Republic Act No. 7042): Governs foreign equity participation in Philippine corporations, including restrictions on foreign ownership in certain industries and registration requirements for foreign investors.
Anti-Money Laundering Act (Republic Act No. 9160): Provides regulations for corporate compliance with anti-money laundering requirements, including beneficial ownership disclosure and transaction reporting.
National Internal Revenue Code: Contains tax provisions affecting corporations, including requirements for tax identification, registration, and compliance with tax reporting obligations.
SEC Memorandum Circular No. 16-2009: Provides specific guidelines and requirements for the preparation and filing of Articles of Incorporation with the Securities and Exchange Commission.
Retail Trade Liberalization Act (Republic Act No. 8762): Relevant for corporations engaging in retail business, specifying capital requirements and foreign equity restrictions.
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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