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Company Articles Of Association

Company Articles Of Association Template for Philippines

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Key Requirements PROMPT example:

Company Articles Of Association

"I need Company Articles of Association for a Philippine technology startup with planned foreign investment up to 40%, multiple share classes including preferred shares for investors, and specific provisions for virtual board meetings and digital voting systems to be implemented by March 2025."

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Document background
Company Articles of Association are essential founding documents required for corporate establishment in the Philippines, regulated under the Revised Corporation Code (Republic Act No. 11232). This document must be filed with the Securities and Exchange Commission (SEC) during company registration and serves as the fundamental charter governing the relationship between the corporation, its shareholders, directors, and officers. It contains crucial information about the company's structure, including capitalization, corporate purposes, governance mechanisms, and operational procedures. The Articles must comply with Philippine law requirements regarding foreign ownership restrictions, corporate governance standards, and industry-specific regulations. This document is particularly important as it establishes the legal framework within which the corporation operates and can only be amended through specific procedures prescribed by law.
Suggested Sections

1. Corporate Name and Location: States the official corporate name and principal office address of the corporation

2. Purpose Clause: Defines the primary and secondary purposes of the corporation

3. Term of Existence: Specifies whether the corporation has perpetual existence or a specific term

4. Capital Structure: Details the authorized capital stock, par value, and classes of shares

5. Names, Nationalities, and Residences of Incorporators: Lists the founding members with their required personal information

6. Board of Directors: Specifies the number, qualifications, terms, and powers of directors

7. Officers: Defines the positions, duties, and responsibilities of corporate officers

8. Stockholders Meetings: Details the procedures for regular and special stockholders' meetings

9. Shares and Share Transfers: Establishes rules for share issuance, transfer, and registration

10. Dividends and Finances: Sets out dividend policies and financial management principles

11. Corporate Seal: Describes the corporate seal and its use

12. Amendments: Procedures for amending the Articles of Association

13. Dissolution: Processes for voluntary dissolution and liquidation

Optional Sections

1. Pre-emptive Rights: Include when shareholders are to be given priority rights for new share issuances

2. Foreign Ownership Restrictions: Required when the corporation operates in an industry with foreign ownership limitations

3. Multiple Share Classes: Include when the corporation has different classes of shares with varying rights

4. Arbitration Clause: Optional dispute resolution mechanism for internal corporate disputes

5. Committees: Include when establishing specific board committees like audit, nomination, or compensation committees

6. Founder's Rights: Special provisions for founding members, if any special rights are to be granted

7. Branch Offices: Include when the corporation plans to establish branch offices

8. Corporate Social Responsibility: Optional section for defining CSR commitments and policies

Suggested Schedules

1. Schedule 1: Initial Subscribers: Details of initial share subscribers including names, number of shares, and subscription amounts

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions

3. Schedule 3: Initial Directors: List of first directors and their details

4. Schedule 4: Corporate Governance Guidelines: Detailed corporate governance procedures and policies

5. Schedule 5: Board Committee Charters: Terms of reference for various board committees

6. Appendix A: Form of Share Certificate: Template for share certificates

7. Appendix B: Proxy Form: Standard form for proxy appointments

8. Appendix C: Corporate Seal Design: Visual representation and specifications of the corporate seal

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
Act
Affiliate
Annual General Meeting
Articles
Auditors
Board of Directors
Board Resolution
Business Day
By-laws
Capital Stock
Chairman
Commission
Common Seal
Company Secretary
Controlling Interest
Corporation
Derivative Action
Directors
Dividend
Electronic Communication
Fiscal Year
General Meeting
Independent Director
Majority Stockholder
Member
Memorandum
Month
Office
Ordinary Resolution
Par Value
Person
Philippine Peso
Preferred Shares
Principal Office
Proxy
Quorum
Register of Members
Registered Office
Related Party
SEC
Securities
Share Certificate
Share Capital
Shareholder
Special Resolution
Stock Transfer Agent
Stockholder of Record
Subsidiary
Transfer
Treasury Shares
Voting Rights
Written Resolution
Clauses
Corporate Name
Corporate Purpose
Principal Office
Term of Existence
Capital Structure
Share Rights
Share Transfer
Pre-emptive Rights
Board Composition
Board Powers
Board Meetings
Officer Appointments
Officer Duties
Stockholder Meetings
Voting Rights
Quorum Requirements
Dividend Rights
Financial Year
Corporate Records
Seal Usage
Amendment Procedures
Dissolution
Indemnification
Notice Requirements
Conflict Resolution
Foreign Ownership
Share Certificates
Corporate Governance
Committees Formation
Annual Reporting
Audit Requirements
Stock Transfer
Reserved Matters
Stockholder Rights
Corporate Secretary
Compliance
Borrowing Powers
Winding Up
Relevant Industries

Manufacturing

Technology

Retail

Financial Services

Real Estate

Healthcare

Education

Professional Services

Tourism and Hospitality

Agriculture

Mining

Construction

Transportation and Logistics

Media and Entertainment

Energy and Utilities

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Executive Management

Corporate Governance

Risk Management

Corporate Planning

Investor Relations

Finance

Relevant Roles

Chief Executive Officer

Corporate Secretary

General Counsel

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Managing Director

Company President

Legal Manager

Risk Management Officer

Corporate Planning Manager

Board Chairman

Chief Operating Officer

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 Articles of Association, corporate governance, and stockholder rights.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides requirements for corporations, especially if they plan to offer shares to the public or list on the stock exchange.
Foreign Investments Act (Republic Act No. 7042): Defines foreign investment restrictions and the Foreign Investment Negative List (FINL), which is crucial for determining ownership limitations in certain business activities.
Anti-Money Laundering Act (Republic Act No. 9160): Provides requirements for corporate governance and transparency, including beneficial ownership disclosure and transaction monitoring.
Tax Code of the Philippines (National Internal Revenue Code): Contains provisions on corporate taxation, tax compliance requirements, and reporting obligations that need to be considered in corporate structure.
Code of Corporate Governance: SEC guidelines providing principles and best practices for corporate governance, particularly important for publicly listed companies.
Philippine Competition Act (Republic Act No. 10667): Regulates anti-competitive behavior and mergers/acquisitions, which may affect provisions in the Articles of Association regarding share transfers and corporate combinations.
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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