The Company's Articles of Association is a mandatory document required for corporate formation in the Philippines under the Revised Corporation Code. It must be prepared and filed when establishing a new corporation or when making fundamental changes to an existing company's structure. The document contains essential information about the company's identity, purpose, share capital, management structure, and operational rules. It serves as the company's constitutional document and is binding on the company, its officers, directors, and shareholders. The Articles must comply with Philippine law, particularly the Revised Corporation Code and relevant SEC regulations, and any amendments require stockholder approval and SEC filing. This document is crucial for establishing corporate governance frameworks and protecting stakeholder interests while ensuring regulatory compliance in the Philippine business environment.
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1. Corporate Name and Domicile: States the official corporate name and principal office address of the company
2. Corporate Purpose: Defines the primary and secondary purposes for which the corporation is established
3. Capital Structure: Details the authorized capital stock, par value, and classes of shares
4. Board of Directors: Specifies the number, qualifications, terms, and powers of directors
5. Officers: Defines the positions, duties, and responsibilities of corporate officers
6. Stockholders: Details stockholder rights, voting powers, and meeting procedures
7. Share Issuance and Transfer: Establishes rules for issuing, transferring, and registering shares
8. Meetings: Procedures for regular and special meetings of stockholders and directors
9. Fiscal Year and Dividends: Specifies the fiscal year and dividend declaration procedures
10. Corporate Seal: Description and use of the corporate seal
11. Amendments: Procedures for amending the Articles of Association
1. Preemptive Rights: Details shareholders' rights to maintain their percentage ownership when new shares are issued - included when the company wants to specify or modify standard preemptive rights
2. Foreign Ownership Provisions: Specific provisions limiting or structuring foreign ownership - included when foreign investment is anticipated
3. Multiple Classes of Shares: Detailed rights and privileges of different share classes - included when the company has multiple share classes
4. Committees: Establishment and governance of board committees - included for larger corporations or when specific oversight committees are needed
5. Arbitration: Dispute resolution procedures - included when alternative dispute resolution is preferred
6. Tag-Along and Drag-Along Rights: Special provisions for share transfers - included when protecting minority shareholders or facilitating future sales
1. Initial Subscribers: List of founding shareholders with their shareholdings and contributions
2. Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
3. Initial Directors and Officers: Names and details of the first directors and officers
4. Corporate Governance Manual: Detailed procedures for corporate governance (especially for larger corporations)
5. Voting Procedures: Detailed procedures for conducting votes at meetings
6. Form of Share Certificate: Template and specifications for share certificates
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