Incorporation Agreement Template for Philippines

1. Pre-incorporation Expenses: Details how expenses incurred before incorporation will be handled - include if there are substantial pre-incorporation costs

2. Foreign Ownership Provisions: Special provisions regarding foreign ownership limits and compliance - include if foreign investors are involved

3. Intellectual Property Rights: Provisions regarding ownership and transfer of IP to the corporation - include if IP assets are being transferred

4. Non-competition and Confidentiality: Restrictions on incorporators' competing activities - include for businesses with sensitive IP or market position

5. Tag-along and Drag-along Rights: Special share transfer provisions - include for corporations with significant investment components

6. Deadlock Resolution: Mechanisms for resolving shareholder disputes - include for corporations with equal shareholding

7. Management Provisions: Detailed management structure and responsibilities - include for complex organizational structures

1. Schedule A - Share Subscription Details: Detailed breakdown of initial share subscriptions by each incorporator

2. Schedule B - Assets Contribution: List of any assets being contributed to the corporation in exchange for shares

3. Schedule C - Initial Directors and Officers: List of initial directors and officers with their details

4. Schedule D - Special Rights and Restrictions: Detailed terms of any special share classes or rights

5. Appendix 1 - Form of Share Certificate: Template of the corporation's share certificate

6. Appendix 2 - Corporate By-laws: Complete set of corporate by-laws as required by Philippine law

7. Appendix 3 - Specimen Signatures: Specimen signatures of all incorporators and initial officers