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Cooperative Articles Of Incorporation

Cooperative Articles Of Incorporation Template for Philippines

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Cooperative Articles Of Incorporation

"I need Cooperative Articles of Incorporation for an agricultural cooperative in Cebu, Philippines, with an authorized capital of 5 million pesos, focusing on organic farming and export operations, planned to launch in March 2025."

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Document background
The Cooperative Articles of Incorporation is a mandatory legal document required for establishing any cooperative organization in the Philippines. This document is essential for compliance with Republic Act 9520 (Philippine Cooperative Code of 2008) and must be submitted to the Cooperative Development Authority (CDA) as part of the registration process. It contains crucial information about the cooperative's identity, purpose, organizational structure, and governance framework. The Articles serve as the cooperative's constitution, outlining everything from membership requirements and capital structure to the rights and responsibilities of members and officers. This document is particularly important as it forms the basis for all future operations and decision-making within the cooperative, and any amendments must follow strict procedures outlined by Philippine law.
Suggested Sections

1. Article I - Name and Location: The official name of the cooperative and its principal office address

2. Article II - Purposes and Goals: Statement of the cooperative's primary and secondary purposes, objectives, and goals in accordance with the Cooperative Code

3. Article III - Membership: Qualifications for membership, rights and responsibilities of members, procedures for admission and termination

4. Article IV - Capital Structure: Authorized share capital, par value of shares, types of shares, and subscription requirements

5. Article V - Board of Directors: Composition, qualifications, terms, powers, and duties of the board

6. Article VI - Officers: Positions, qualifications, terms, powers, and duties of officers

7. Article VII - General Assembly: Rights, responsibilities, and procedures for general assembly meetings

8. Article VIII - Allocation and Distribution of Net Surplus: Rules for the distribution of earnings and surplus

9. Article IX - Dissolution and Liquidation: Procedures for dissolution and liquidation of the cooperative

10. Article X - Amendments: Procedures for amending the Articles of Incorporation

Optional Sections

1. Article on Special Funds: Required for credit and financial service cooperatives to detail reserve funds and special purpose funds

2. Article on Federation Membership: Include when the cooperative plans to join or is already part of a federation or union

3. Article on Branch Operations: Required when the cooperative plans to operate branches or satellite offices

4. Article on Special Committees: Include when establishing specific committees beyond the standard committees required by law

5. Article on Joint Ventures: Include when the cooperative plans to enter into joint ventures or partnerships

6. Article on Investment Policies: Required for cooperatives with significant investment activities

Suggested Schedules

1. Schedule A - List of Founding Members: Names, addresses, and share subscriptions of founding members

2. Schedule B - Initial Subscribers: Details of initial share subscriptions and payments

3. Schedule C - Property Contributions: List and valuation of properties contributed as payment for share capital

4. Appendix 1 - Pre-membership Education Seminar: Certification of completion of required pre-membership education

5. Appendix 2 - Economic Survey: Results of the economic survey showing cooperative's viability

6. Appendix 3 - Bond of Accountable Officers: Required bonds for officers handling cooperative funds

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

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alex.den.21@genieai.co
Relevant legal definitions
Cooperative
Articles of Incorporation
By-laws
Board of Directors
General Assembly
Member
Associate Member
Share Capital
Common Share
Preferred Share
Par Value
Patronage Refund
Interest on Capital
Net Surplus
Reserve Fund
Officer
Quorum
Good Standing
Cooperative Development Authority
Principal Office
Branch Office
Area of Operation
Dividends
Honorary Member
Regular Member
Membership Fee
Share Capital Certificate
Subscription Agreement
Board Meeting
General Assembly Meeting
Special General Assembly
Committee
Federation
Union
Joint Venture
Capital Build-up
Authorized Capital Stock
Patronage
Social Audit
Performance Audit
Liquidation
Clauses
Name and Domicile
Purposes and Objectives
Membership Requirements
Capital Structure
Share Subscription
Voting Rights
Board Composition
Officer Appointments
General Assembly Powers
Meeting Procedures
Quorum Requirements
Financial Management
Surplus Distribution
Reserve Requirements
Asset Management
Governance Structure
Audit Requirements
Amendment Procedures
Dissolution
Dispute Resolution
Membership Termination
Capital Contribution
Property Rights
Liability Limitations
Compliance Requirements
Reporting Obligations
Branch Operations
Investment Powers
Committee Formation
Federation Affiliation
Relevant Industries

Agriculture

Financial Services

Consumer Goods

Housing

Transportation

Credit and Banking

Manufacturing

Healthcare

Education

Multi-Purpose

Service Industry

Fishing

Marketing

Public Services

Relevant Teams

Legal

Compliance

Corporate Governance

Finance

Operations

Administration

Risk Management

Internal Audit

Member Services

Business Development

Corporate Secretariat

Relevant Roles

Cooperative Chairman

Board Director

Corporate Secretary

Legal Counsel

Compliance Officer

General Manager

Membership Officer

Chief Financial Officer

Operations Manager

Business Development Manager

Risk Management Officer

Internal Auditor

Corporate Governance Officer

Community Relations Officer

Industries
Republic Act No. 9520: Philippine Cooperative Code of 2008 - The primary legislation governing the organization and operation of cooperatives in the Philippines, providing requirements for registration, membership, capital structure, and governance
Cooperative Development Authority (CDA) Memorandum Circulars: Various implementing rules and regulations issued by the CDA that provide specific guidelines for cooperative registration, reporting requirements, and operational procedures
1987 Philippine Constitution, Article XII, Section 15: Constitutional provision recognizing cooperatives as instruments for social justice and economic development, providing the basis for their promotion and protection
Republic Act No. 6938: The previous Cooperative Code (while superseded by RA 9520, some principles and interpretations remain relevant for historical context and interpretation)
National Internal Revenue Code: Tax provisions specifically applicable to cooperatives, including tax exemptions and preferential tax treatment under Philippine law
CDA Memorandum Circular No. 2015-01: Specific guidelines on the registration of cooperatives and the required contents of Articles of Incorporation and By-laws
Local Government Code (RA 7160): Provisions affecting cooperatives' operations at the local government level, including local registration requirements and privileges
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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