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LLC Bylaws

LLC Bylaws Template for Philippines

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Key Requirements PROMPT example:

LLC Bylaws

"I need LLC Bylaws for a tech startup in Manila that will have foreign investors from Singapore, with plans to scale operations across Southeast Asia by January 2025; must include specific provisions for foreign ownership and board representation."

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Document background
LLC Bylaws are required for all Limited Liability Companies operating in the Philippines, serving as the fundamental document that governs the company's internal affairs and management structure. This document must be created during the company formation process and filed with the Securities and Exchange Commission (SEC) as part of the registration requirements under the Revised Corporation Code of the Philippines. The Bylaws contain essential provisions about corporate governance, stockholder rights, board responsibilities, and operational procedures. They need to be carefully drafted to ensure compliance with Philippine corporate laws while providing flexibility for business operations. The document is particularly crucial during corporate decision-making, dispute resolution, and when making significant company changes.
Suggested Sections

1. Article I - Corporate Name and Principal Office: States the official name of the LLC and location of its principal office and other places of business

2. Article II - Purpose and Powers: Defines the business purposes and general powers of the corporation as permitted by Philippine law

3. Article III - Capital Stock: Details the authorized capital stock, classes of shares, par value, and rights attached to different share classes

4. Article IV - Stockholders: Outlines stockholders' rights, voting powers, meeting procedures, and quorum requirements

5. Article V - Board of Directors: Specifies board composition, qualifications, election process, terms, powers, and duties

6. Article VI - Officers: Details the required corporate officers, their appointment, duties, and responsibilities

7. Article VII - Meetings: Establishes procedures for regular and special meetings of stockholders and board of directors

8. Article VIII - Fiscal Year and Dividends: Defines the fiscal year and policies regarding declaration and payment of dividends

9. Article IX - Seal: Describes the corporate seal and its use

10. Article X - Amendments: Procedures for amending the bylaws

Optional Sections

1. Article on Foreign Ownership Limitations: Required when foreign investors are involved, detailing compliance with Philippine foreign ownership restrictions

2. Article on Committees: Needed for larger LLCs establishing specialized committees like audit, nomination, or executive committees

3. Article on Branch Offices: Required when the LLC plans to operate branch offices

4. Article on Corporate Governance: Detailed governance provisions for LLCs planning to grow larger or seek public investment

5. Article on Stock Transfer Restrictions: Additional provisions for LLCs wanting specific restrictions on share transfers

Suggested Schedules

1. Schedule A - Initial Stockholders: List of founding stockholders with their respective shareholdings

2. Schedule B - Initial Directors: List of initial board members and their terms

3. Schedule C - Share Certificate Form: Template for share certificates

4. Appendix 1 - Meeting Procedures: Detailed procedures for conducting stockholder and board meetings

5. Appendix 2 - Corporate Governance Manual: Detailed corporate governance guidelines and procedures

6. Appendix 3 - Committee Charters: Terms of reference for various corporate committees if established

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Corporate Name and Office
Corporate Purpose
Capital Structure
Share Classification
Share Transfer
Voting Rights
Meeting Procedures
Notice Requirements
Quorum Requirements
Board Composition
Director Qualifications
Officer Appointments
Officer Duties
Corporate Powers
Dividend Rights
Financial Management
Record Keeping
Amendment Procedures
Dissolution
Corporate Seal
Indemnification
Conflict Resolution
Corporate Governance
Committee Formation
Stockholder Rights
Foreign Ownership
Fiscal Year
Annual Reporting
Compliance Requirements
Stock Certificates
Relevant Industries

Professional Services

Technology

Manufacturing

Retail

Real Estate

Financial Services

Healthcare

Education

Construction

Transportation

Hospitality

Agriculture

Mining

Energy

Relevant Teams

Legal

Corporate Secretariat

Compliance

Executive Management

Board of Directors

Corporate Governance

Administrative

Risk Management

Corporate Affairs

Stockholder Relations

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Board Director

Chief Financial Officer

Corporate Governance Officer

Managing Director

Company President

Vice President

Risk Management Officer

Board Chairman

Stockholder Relations Officer

Administrative Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing corporations in the Philippines, providing rules for corporate formation, governance, management structure, stockholders' rights, and dissolution
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides requirements for securities registration, disclosure, and reporting obligations
Foreign Investments Act (Republic Act No. 7042): Regulates foreign ownership and investment in Philippine corporations, including restrictions and limitations on foreign participation
Anti-Money Laundering Act (Republic Act No. 9160): Provides requirements for corporate compliance with anti-money laundering regulations and reporting obligations
National Internal Revenue Code: Contains tax provisions affecting corporations, including requirements for tax compliance and reporting
SEC Memorandum Circular No. 6 (2019): Provides guidelines for corporate governance and reporting requirements for corporations
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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