Constitution Memorandum And Articles Of Association Template for the Philippines

When establishing a corporation in the Philippines, you need a Constitution Memorandum and Articles of Association that complies with the Revised Corporation Code of the Philippines. This foundational document serves as your corporation's legal charter, defining its structure, governance, and operational framework while ensuring compliance with Securities and Exchange Commission requirements.

When do you need this document?

You require this document whenever you're incorporating a new corporation in the Philippines, whether it's a domestic corporation, foreign corporation seeking to do business locally, or a subsidiary of an international company. It's mandatory for the SEC registration process and must be submitted alongside other incorporation requirements. You'll also need to update this document when making significant corporate changes such as amendments to capital structure, changes in corporate purposes, or modifications to governance arrangements. Foreign investors establishing Philippine corporations must ensure their Constitution and Articles comply with Foreign Investments Act restrictions and beneficial ownership disclosure requirements under anti-money laundering regulations.

Key legal considerations

Your Constitution and Articles must include specific mandatory provisions under the Revised Corporation Code, including corporate name and registered office, clearly defined primary and secondary purposes, authorized capital stock details with par values and share classes, and comprehensive board of directors provisions. Pay particular attention to capital structure requirements, ensuring your authorized capital meets minimum thresholds and complies with foreign equity limitations for restricted activities. Include detailed shareholder rights provisions, voting procedures, and dividend distribution mechanisms. Your governance framework must specify board composition, qualification requirements, meeting procedures, and decision-making processes. Consider including provisions for minority shareholder protection, conflict resolution mechanisms, and procedures for corporate actions such as mergers, acquisitions, or dissolution.

Legal requirements in Philippines

Under Philippine law, your Constitution and Articles must comply with the Revised Corporation Code's mandatory provisions and SEC regulations. The document requires notarization and must be filed with the SEC along with other incorporation documents including treasurer's affidavit, bank certificate, and corporate name verification. Ensure compliance with minimum capital requirements, which vary depending on your corporation's activities and whether foreign investment is involved. For corporations with foreign shareholders, verify compliance with the Foreign Investments Act's negative list restrictions and maintain proper beneficial ownership records as required by anti-money laundering regulations. The SEC may require additional provisions or modifications based on your specific business activities, particularly for regulated industries such as banking, insurance, or telecommunications. Regular updates may be necessary to maintain compliance with evolving corporate governance standards and regulatory requirements.