Form 1 Articles Of Incorporation Template for Philippines

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Key Requirements PROMPT example:

Form 1 Articles Of Incorporation

"I need Form 1 Articles of Incorporation for a tech startup in Manila with authorized capital of PHP 10 million, planning to have foreign investors holding up to 40% ownership, and establishing a board of 7 directors with specific provisions for tech industry compliance and intellectual property protection."

Document background
Form 1 Articles of Incorporation is the primary document required to establish a corporation in the Philippines. It must be filed with the Securities and Exchange Commission (SEC) as part of the corporate registration process, in accordance with the Revised Corporation Code of the Philippines (Republic Act No. 11232). This document is used when incorporating a new business entity and must be prepared before a corporation can legally operate. It contains crucial information about the corporation's identity, including its name, purpose, principal office, capital structure, incorporators, directors, and officers. The document serves as the corporation's constitutional document and establishes its legal existence. Proper preparation of the Articles of Incorporation is essential as it forms the foundation for corporate governance and determines the basic rights and obligations of shareholders, directors, and officers.
Suggested Sections

1. Article I - Name of Corporation: The complete and exact corporate name that complies with SEC naming regulations

2. Article II - Purpose: Primary and secondary purposes of the corporation, stating the specific business activities

3. Article III - Principal Office: Complete street address of the corporation's principal office, which must be located in the Philippines

4. Article IV - Term of Existence: Duration of corporate existence (typically perpetual under the Revised Corporation Code)

5. Article V - Capital Structure: Authorized capital stock, par value, and classes of shares if applicable

6. Article VI - Names, Nationalities, and Residences of Incorporators: Details of all incorporators, who must be natural persons, majority must be Philippine residents

7. Article VII - Number of Directors: Number of directors (minimum 5, maximum 15) and their qualifications

8. Article VIII - Subscription and Payment of Subscription: Names of subscribers, amount of subscription, and paid-up capital

9. Article IX - Corporate Officers: Designation of required corporate officers (President, Treasurer, Secretary, etc.)

10. Article X - Fiscal Year: Specification of the corporation's fiscal year

Optional Sections

1. Article on Board Committees: Used when establishing specific board committees like audit, nomination, or compensation committees

2. Article on Stockholder's Pre-emptive Rights: Include when granting or denying pre-emptive rights to stockholders

3. Article on Amendment Procedures: Used to specify special procedures for amending the Articles beyond statutory requirements

4. Article on Dissolution: Include when establishing specific dissolution procedures beyond statutory requirements

5. Article on Foreign Ownership Limitations: Required for industries with specific foreign ownership restrictions

6. Article on Corporate Seal: Optional provision describing the corporate seal and its use

Suggested Schedules

1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and privileges if multiple share classes exist

2. Schedule B - Subscriber Information: Detailed information about initial subscribers including tax identification numbers and contact details

3. Schedule C - Secondary Purposes: Detailed list of secondary business purposes if too extensive for main document

4. Appendix 1 - Director's Information Sheet: Biographical information and qualifications of initial directors

5. Appendix 2 - Corporate Governance Manual: If required based on corporation size or industry, details governance structures and policies

6. Appendix 3 - Special Resolutions: Any special resolutions passed by incorporators regarding corporate governance or operations

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
Relevant Industries

Banking and Finance

Technology

Manufacturing

Retail

Real Estate

Professional Services

Healthcare

Education

Construction

Transportation

Agriculture

Mining

Energy

Telecommunications

Tourism and Hospitality

Import/Export

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Compliance

Executive Leadership

Board of Directors

Corporate Governance

Finance

Risk Management

Regulatory Affairs

Corporate Planning

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Company Incorporator

Corporate Governance Officer

Managing Director

General Counsel

Business Development Manager

Risk Management Officer

Company Registrar

Corporate Planning Officer

Regulatory Affairs Manager

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary law governing the establishment, organization, and regulation of private corporations in the Philippines. It provides the fundamental requirements for Articles of Incorporation and corporate governance.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and requires registration of corporations with the Securities and Exchange Commission (SEC), including specific requirements for Articles of Incorporation filing.
Foreign Investments Act (Republic Act No. 7042): Regulates foreign ownership in Philippine corporations and includes the Foreign Investment Negative List (FINL) which specifies investment areas reserved for Filipino citizens.
Anti-Money Laundering Act (Republic Act No. 9160): Requires corporations to implement measures preventing money laundering and includes requirements for declaring beneficial ownership.
National Internal Revenue Code: Contains tax provisions affecting corporate formation, including requirements for tax identification numbers and corporate tax compliance.
SEC Memorandum Circular No. 16-2020: Provides the latest revised guidelines and forms for corporate registration, including specific requirements for Articles of Incorporation.
Philippine Competition Act (Republic Act No. 10667): Regulates business combinations and anti-competitive behavior, which may affect provisions in the Articles of Incorporation regarding corporate purposes and powers.
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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