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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."
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
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
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
Articles
Affiliate
Annual General Meeting
Auditors
Board
Board Meeting
Business Day
By-laws
Capital Stock
Chairman
Commission
Committee
Common Seal
Company
Control
Corporate Secretary
Corporation
Director
Dividend
Electronic Communication
Executive Director
Financial Year
General Meeting
Independent Director
Member
Memorandum
Month
Office
Officer
Ordinary Resolution
Ordinary Shares
Par Value
Person
Preferred Shares
President
Principal Office
Proxy
Register of Members
Registered Office
Related Party
SEC
Secretary
Securities
Share Capital
Shareholder
Special Resolution
Stock Certificate
Subscriber
Subsidiary
Transfer
Treasurer
Vice-President
Virtual Meeting
Writing
Corporate Purpose
Duration
Share Capital
Share Transfer
Pre-emptive Rights
Voting Rights
Board Composition
Board Powers
Officer Appointments
Meeting Procedures
Quorum Requirements
Dividend Rights
Amendment Procedures
Dissolution
Corporate Seal
Stock Certificates
Board Committees
Fiscal Year
Audit Requirements
Notice Requirements
Indemnification
Conflict Resolution
Corporate Records
Foreign Ownership
Share Classes
Shareholder Rights
Board Elections
Officer Duties
Meeting Minutes
Corporate Governance
Proxy Voting
Reserve Funds
Electronic Communications
Succession Planning
Corporate Powers
Liability Limitations
Confidentiality
Compliance
Reporting Requirements
Financial Services
Manufacturing
Technology
Retail
Real Estate
Healthcare
Education
Professional Services
Transportation
Energy
Agriculture
Construction
Tourism
Mining
Telecommunications
Legal
Compliance
Corporate Secretariat
Board Services
Corporate Governance
Risk Management
Executive Office
Finance
Investor Relations
Corporate Communications
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
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