Memorandum And Articles Of Association Template for the Philippines

Yes, a Memorandum and Articles of Association is legally binding and mandatory for all corporations in the Philippines under the Revised Corporation Code (Republic Act No. 11232). This document serves as the corporation's constitutional charter and governs both its relationship with third parties and internal operations. Once filed with and approved by the Securities and Exchange Commission (SEC), it becomes a public record with full legal force.

No, you cannot incorporate a corporation in the Philippines without properly filed Memorandum and Articles of Association. This document is a mandatory requirement under the Revised Corporation Code for SEC registration. Without it, your corporation cannot obtain legal personality, cannot enter into contracts, and cannot conduct business legally in the Philippines.

Under the Revised Corporation Code of the Philippines, you need a minimum of 5 incorporators and a maximum of 15 incorporators to form a corporation. Each incorporator must be listed in the Memorandum and Articles of Association with their complete details including name, nationality, and residence address. At least majority of the incorporators must be residents of the Philippines.

Memorandum and Articles of Association is specifically for corporations and creates a separate legal entity with limited liability for shareholders, while Partnership Articles are for partnerships where partners have unlimited liability. Corporations require SEC registration with specific capital requirements and corporate governance structures, whereas partnerships have simpler formation requirements. The Revised Corporation Code governs corporations while the Civil Code governs partnerships.

Preparing a comprehensive Memorandum and Articles of Association typically takes 1-2 weeks with proper legal assistance, depending on the complexity of your corporate structure and business activities. The drafting process involves customizing provisions for your specific business needs, ensuring compliance with the Revised Corporation Code, and coordinating with incorporators for required information. Rush preparation may be possible but increases the risk of errors.

No, different types of corporations have varying minimum authorized capital requirements under Philippine law. Regular corporations require minimum PHP 100,000, while certain regulated businesses like banks or insurance companies have much higher requirements. Your Memorandum and Articles of Association must specify the correct authorized capital amount based on your business type and comply with relevant regulatory requirements.

Common reasons for SEC rejection include insufficient authorized capital for the business type, improper corporate name format, unclear or prohibited business purposes, incorrect incorporator information, and non-compliance with the Revised Corporation Code requirements. Missing required provisions, inconsistent information between documents, and failure to follow SEC prescribed forms also lead to rejection, causing delays and additional costs.