Constitution Memorandum And Articles Of Association Template for Philippines

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Key Requirements PROMPT example:

Constitution Memorandum And Articles Of Association

"I need a Constitution Memorandum and Articles of Association for a new Philippine technology startup with planned foreign investment, incorporating provisions for virtual shareholder meetings and multiple share classes, to be established by March 2025."

Document background
The Constitution Memorandum and Articles of Association is a mandatory document required for incorporating any corporation in the Philippines. This document is essential during the initial registration process with the Securities and Exchange Commission (SEC) and continues to serve as the corporation's governing document throughout its existence. It must comply with the Revised Corporation Code of the Philippines (Republic Act No. 11232) and various SEC regulations. The document typically includes detailed information about the corporation's structure, governance, share capital, shareholder rights, board composition, and operational procedures. It's particularly crucial for establishing clear organizational boundaries, decision-making processes, and protecting shareholder interests while ensuring regulatory compliance.
Suggested Sections

1. Preliminary: Contains interpretation clauses, definitions, and the company's name and registered office

2. Corporate Name and Location: Specifies the exact corporate name as approved by SEC and principal office address

3. Corporate Purpose: Details the primary and secondary purposes of the corporation

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

5. Board of Directors: Composition, qualifications, powers, and responsibilities of the board

6. Shareholders: Rights, responsibilities, and limitations of shareholders

7. Meetings: Procedures for regular and special meetings of shareholders and board

8. Officers: Roles, appointment, and duties of corporate officers

9. Shares and Share Certificates: Rules regarding share issuance, transfer, and certification

10. Dividends and Reserves: Policies on dividend declaration and maintenance of reserves

11. Corporate Seal: Description and use of the corporate seal

12. Fiscal Year and Audit: Specification of fiscal year and audit requirements

13. Amendments: Procedures for amending the constitution and articles

14. Dissolution: Procedures and requirements for corporate dissolution

Optional Sections

1. Preferred Shares: Include when the corporation will have multiple classes of shares with different rights and privileges

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

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

4. Corporate Social Responsibility: Optional section for corporations wanting to embed CSR principles

5. Technology and Electronic Meetings: Include specific provisions for virtual meetings and electronic communications

6. Committees: Detailed provisions for special committees beyond the basic board structure

7. Arbitration: Include when wanting to specify alternative dispute resolution mechanisms

Suggested Schedules

1. Schedule 1: Initial Subscribers: Details of the incorporating shareholders including names, nationalities, and shareholdings

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 Manual: 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 shareholder proxy appointments

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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Retail

Real Estate

Healthcare

Education

Professional Services

Transportation

Energy

Agriculture

Construction

Tourism

Mining

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board Services

Corporate Governance

Risk Management

Executive Office

Finance

Investor Relations

Corporate Communications

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Risk Management Officer

Company President

Vice President for Legal Affairs

General Counsel

Board Chairman

Chief Operating Officer

Corporate Planning Officer

Investor Relations Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, organization, operation, 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 provides requirements for securities registration, disclosure requirements, and corporate governance standards.
Anti-Money Laundering Act (Republic Act No. 9160): Provides requirements for corporate transparency and beneficial ownership disclosure to prevent money laundering through corporate entities.
Foreign Investments Act (Republic Act No. 7042): Regulates foreign investment and ownership in Philippine corporations, including restrictions and requirements for foreign participation.
SEC Memorandum Circular No. 16-2020: Provides guidelines on corporate terms and conditions that must be included in the articles of incorporation and by-laws.
Business Names Registration Act (Republic Act No. 3883): Governs the registration and use of business names, which is relevant for the corporate name provisions in the articles of incorporation.
Philippine Competition Act (Republic Act No. 10667): Must be considered when drafting provisions related to corporate purposes and powers to ensure compliance with competition laws.
Data Privacy Act of 2012 (Republic Act No. 10173): Relevant for provisions dealing with corporate record-keeping and protection of personal information of shareholders and officers.
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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