The Incorporation Agreement is a crucial legal document required when establishing a new corporation in the Philippines. It must comply with the Revised Corporation Code of the Philippines (Republic Act No. 11232) and related SEC regulations. This document is typically prepared when founders decide to formally incorporate their business, requiring detailed information about the proposed corporation's structure, capitalization, governance, and operations. The agreement serves multiple purposes: it formalizes the relationship between incorporators, establishes the corporation's legal existence, defines management structures, and ensures compliance with Philippine corporate laws. It forms part of the required documentation for SEC registration and serves as a reference point for future corporate governance matters.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
Alternatively...
1. Parties: Identifies all incorporators/founders with their complete names, nationalities, and addresses as required by Philippine law
2. Background: States the intention to form a corporation under Philippine law and brief context of the incorporation
3. Definitions: Defines key terms used throughout the agreement, including corporate terminology and specific references to Philippine laws
4. Formation of the Corporation: Declares the establishment of the corporation, including its name, principal office, and term of existence
5. Purpose and Powers: States the primary and secondary purposes of the corporation as will be registered with the SEC
6. Capital Structure: Details the authorized capital stock, par value, and initial subscriptions of each incorporator
7. Share Issuance and Transfer: Establishes procedures for issuing shares and restrictions on their transfer
8. Rights and Obligations of Shareholders: Outlines shareholder rights, voting procedures, and meeting requirements
9. Board of Directors: Specifies board composition, qualifications, election procedures, and powers
10. Officers: Defines officer positions, appointment procedures, and duties
11. Meetings and Procedures: Details requirements for shareholder and board meetings, including notice and quorum requirements
12. Financial Matters: Covers fiscal year, accounting records, and dividend policies
13. Termination and Dissolution: Specifies conditions and procedures for corporate dissolution
14. General Provisions: Includes standard clauses on notices, amendments, and governing law
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
Authors
Find the document you need
Business Agreement
Template for a Philippine-law compliant business agreement, structured to establish clear commercial relationships while meeting local legal requirements.
Download
Option Contract (Real Estate)
A Philippine law-governed contract granting exclusive rights to purchase specific real estate property under preset terms and conditions within a defined timeframe.
Download
Written Agreement For Payment
A legally binding payment agreement under Philippine law that establishes payment terms, schedules, and obligations between parties.
Download
Land Lease Agreement Form
A Philippine law-compliant agreement establishing terms for leasing land between property owner and tenant, including rental terms, usage rights, and obligations.
Download
Money Agreement Between Two Parties
A comprehensive money lending agreement template compliant with Philippine law, structuring financial transactions between two parties.
Download
Simple Contract
A straightforward legal agreement governed by Philippine law that establishes basic contractual relationships between parties, ensuring compliance with the Civil Code of the Philippines.
Download
Side Agreement
A supplementary agreement under Philippine law that modifies or clarifies terms of an existing primary agreement while maintaining compliance with Philippine civil and commercial legislation.
Download
Mutual Agreement Between Two Parties
A legally compliant template for Mutual Agreements between two parties under Philippine law, suitable for various business relationships.
Download
Lease Agreement With Option To Purchase
A Philippine law-governed agreement combining property lease terms with a future purchase option, establishing conditions for both temporary use and potential acquisition.
Download
Incorporation Agreement
A foundational legal document under Philippine law that establishes a new corporation and defines its basic structure, governance, and operational framework.
Download
Formal Agreement
A binding legal agreement drafted under Philippine law that establishes formal business relationships and obligations between parties.
Download
Contract For Selling A Car
A Philippine law-compliant contract for the sale and transfer of ownership of a motor vehicle, including essential terms and conditions for both parties.
Download
Business Transfer Agreement
A Philippine law-governed agreement facilitating the complete transfer of business ownership, assets, and operations between entities, ensuring regulatory compliance and smooth transition.
Download
Boilerplate Agreement
A versatile Boilerplate Agreement template compliant with Philippine law, designed for various business relationships and transactions.
Download
Service Agreement Terms And Conditions
Philippine-law governed terms and conditions document outlining service provision arrangements between provider and client.
Download
Notary Rent Agreement
A legally binding rental agreement authenticated by a notary public under Philippine law, establishing terms and conditions between lessor and lessee.
Download
Land Agreement Between Two Parties
A Philippine law-compliant agreement for the transfer of land ownership between two parties, incorporating all essential legal requirements and protections.
Download
Contract Agreement Between Two Parties
A bilateral agreement under Philippine law establishing legally binding obligations between two parties, with comprehensive terms and conditions for business relationships.
Download
Buyer Agency Agreement
A Philippine-law governed agreement establishing a professional relationship between a real estate agent and property buyer, outlining the agent's authority, duties, and compensation terms.
Download
Contract For Service And Contract Of Service
A dual-purpose contract template for employment and independent contractor relationships compliant with Philippine law and regulations.
Download
Agreement Between Buyer And Seller Of Property
A legally binding agreement for property sale and purchase in the Philippines, compliant with Philippine property law and transfer requirements.
Download
Security Agreement Form
A Philippine law-governed agreement creating security interests in collateral to secure obligations, compliant with RA 11057 and the Civil Code.
Download
Labour Contract Agreement For Construction Of House
Philippine-compliant labor contract for residential house construction, outlining worker and contractor obligations under local labor and building laws.
Download
House Construction Agreement Between Owner Contractor
A Philippine law-governed agreement between a property owner and contractor for residential house construction, outlining construction terms, obligations, and compliance requirements.
Download
Confidentiality And Non Disclosure Agreement
A Philippine law-governed agreement establishing confidentiality obligations between parties, protecting sensitive business information and ensuring compliance with local data privacy regulations.
Download
Rental Contract
A Philippine law-compliant agreement establishing terms and conditions for property rental between landlord and tenant.
Download
Dispute Resolution Agreement
A Philippine law-governed agreement establishing procedures for alternative dispute resolution between parties, including mediation and arbitration processes.
Download
Share Purchase Agreement
A legal agreement under Philippine law governing the sale and purchase of shares in a company, detailing terms, conditions, and obligations of all parties involved.
Download
Professional Services Contract
A Philippine law-governed agreement establishing terms and conditions for professional services between a service provider and client.
Download
Employment Settlement Agreement
A Philippine law-governed agreement that documents employment separation terms and settlement conditions between employer and employee, ensuring legal compliance and mutual protection.
Download
Business Sale Agreement
A legally binding agreement under Philippine law that documents the terms and conditions for the sale and purchase of a business, including assets, liabilities, and operational elements.
Download
Non Solicitation Agreement
A Philippine-law governed agreement that prevents solicitation of employees, customers, or suppliers, designed to protect business interests while maintaining compliance with local employment laws.
Download
Master Service Agreement
A Philippine law-governed umbrella agreement establishing general terms and conditions for ongoing service relationships between service provider and customer.
Download
Work For Hire Agreement
A Philippine-law governed agreement establishing terms for work creation and intellectual property ownership transfer from worker to company, compliant with local labor and IP laws.
Download
White Label Agreement
A Philippine law-governed agreement allowing one party to rebrand and sell another party's products or services under their own brand name.
Download
Website Development Agreement
A Philippine law-governed agreement establishing terms and conditions for website development services, including project scope, deliverables, and legal compliance requirements.
Download
Web Development Contract
A Philippine-law governed agreement establishing terms and conditions for web development services, including scope, deliverables, and compliance requirements.
Download
Volunteer Contract
A Philippine law-compliant agreement establishing the terms and conditions of voluntary service between an organization and a volunteer.
Download
Virtual Assistant Contract
Philippine-law governed agreement establishing terms and conditions between a client and virtual assistant as an independent contractor.
Download
Venue Rental Agreement
A Philippine law-governed agreement establishing terms and conditions for temporary venue rental, including usage rights, fees, and operational requirements.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your data is private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
