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For Profit Articles Of Incorporation

For Profit Articles Of Incorporation Template for Philippines

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Key Requirements PROMPT example:

For Profit Articles Of Incorporation

"I need For Profit Articles of Incorporation for a technology startup in Manila with 40% foreign ownership, planned capitalization of 10M PHP, and provisions for future venture capital investment to be established by March 2025."

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Document background
For Profit Articles of Incorporation are required when establishing a corporation in the Philippines under the Revised Corporation Code (RA 11232). This document must be filed with the Securities and Exchange Commission and serves as the corporation's foundational charter. It contains crucial information about the corporation's identity, including its name, principal office, corporate purpose, capital structure, and governance framework. The Articles must comply with specific requirements under Philippine law, including minimum capitalization requirements, foreign ownership restrictions if applicable, and mandatory corporate governance provisions. This document is essential for obtaining legal personality as a corporation and is a prerequisite for conducting business operations, opening corporate bank accounts, and engaging in formal business transactions in the Philippines.
Suggested Sections

1. Corporate Name: The complete corporate name that complies with naming regulations and includes 'Corporation', 'Incorporated' or 'Inc.'

2. Principal Office: Complete address of the corporation's principal office in the Philippines

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

4. Capital Structure: Details of authorized capital stock, par value, and classes of shares if any

5. Incorporators: Names, nationalities, and residential addresses of incorporators (minimum of 2, maximum of 15)

6. Board of Directors: Number of directors, names, and qualifications of initial board members

7. Subscription and Paid-up Capital: Details of subscribed capital and paid-up capital by each incorporator

8. Corporate Term: Duration of corporate existence (can be perpetual under new code)

9. Corporate Officers: Names and details of initial corporate officers

10. By-Laws Adoption: Statement regarding the adoption of by-laws

Optional Sections

1. Foreign Ownership Provisions: Required if the corporation will have foreign investors, detailing compliance with foreign ownership restrictions

2. Preferred Shares Provisions: Needed if the corporation will issue preferred shares, detailing rights and privileges

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

4. Special Provisions: Any special provisions relating to corporate governance or operations

5. Arbitration Clause: Optional provision for dispute resolution through arbitration

Suggested Schedules

1. Schedule A - Share Capital Details: Detailed breakdown of share classifications, rights, and restrictions

2. Schedule B - Subscriber Information: Complete details of share subscribers including payment terms and schedule

3. Schedule C - Board Resolution: Initial board resolutions for bank accounts and authorized signatories

4. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding paid-up capital

5. Appendix 2 - Tax Identification Documents: Copies of tax identification documents of incorporators

6. Appendix 3 - Government IDs: Copies of government-issued IDs of incorporators and directors

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 Industries

Banking and Finance

Real Estate

Manufacturing

Technology

Retail

Healthcare

Education

Construction

Agriculture

Mining

Transportation

Tourism

Professional Services

Energy

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Administrative

Risk Management

Executive Management

Board of Directors

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Managing Director

Corporate Lawyer

Business Development Manager

Finance Director

Company Treasurer

Risk Management Officer

Corporate Governance Officer

Investor Relations Manager

Administrative Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, operation, and regulation of corporations in the Philippines. It provides the fundamental requirements for incorporation, corporate governance, and corporate operations.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides rules for the issuance and trading of securities, important for corporations planning to issue shares or raise capital through securities.
Foreign Investments Act of 1991 (Republic Act No. 7042): Governs foreign investment participation in Philippine corporations, including ownership restrictions and requirements for foreign investors.
Anti-Money Laundering Act (Republic Act No. 9160): Provides regulations to prevent money laundering and requires certain corporate transparency and reporting requirements.
National Internal Revenue Code: Contains provisions on corporate taxation, tax obligations, and requirements for corporate tax compliance.
Philippine Competition Act (Republic Act No. 10667): Provides regulations on fair competition and anti-trust measures that corporations must comply with.
Labor Code of the Philippines: Governs employer-employee relationships and must be considered in corporate operations and employment practices.
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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