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.
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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
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