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Memorandum And Articles Of Association
"I need a Memorandum and Articles of Association for a tech startup in Manila that will have 40% foreign ownership, with provisions for future Series A funding planned for March 2025, and specific clauses for protecting intellectual property rights and employee stock options."
1. Name Clause: States the registered name of the corporation as approved by the SEC
2. Registered Office: Specifies the principal office address and any branch offices of the corporation
3. Purpose Clause: Details the primary and secondary purposes of the corporation
4. Capital Structure: States the authorized capital stock, par value, and classes of shares
5. Incorporators: Lists the names, nationalities, and addresses of incorporators
6. Board of Directors: Specifies the number, qualifications, terms, and powers of directors
7. Officers: Defines the positions, duties, and responsibilities of corporate officers
8. Stockholders: Details the rights, voting powers, and meeting procedures for stockholders
9. Share Issuance and Transfer: Rules governing the issuance, transfer, and registration of shares
10. Corporate Seal: Description of the corporate seal and its use
11. Fiscal Year: Specifies the fiscal year of the corporation
12. Dividends: Rules on declaration and payment of dividends
13. Amendment Provisions: Procedures for amending the Memorandum and Articles
14. Dissolution: Procedures for corporate dissolution and liquidation
1. Preferred Shares Provisions: Detailed terms and conditions for preferred shares, if the corporation will issue different classes of shares
2. Foreign Ownership Provisions: Special provisions required when foreign ownership is involved, including compliance with the Foreign Investments Act
3. Committee Structure: Establishment and governance of board committees like audit, nomination, or executive committees
4. Arbitration Clause: Provisions for dispute resolution through arbitration
5. Share Buy-back: Procedures and conditions for the corporation to purchase its own shares
6. Pre-emptive Rights Waiver: Provisions waiving or modifying statutory pre-emptive rights
7. Multiple Corporate Citizenship: Special provisions for corporations with multiple nationality considerations
1. Schedule of Initial Subscribers: Details of initial share subscribers including names, nationalities, addresses, and number of shares subscribed
2. Schedule of Assets: List of assets contributed as payment for shares, if applicable
3. Schedule of Special Rights: Detailed terms of any special rights attached to different share classes
4. Schedule of Initial Directors: List of first directors of the corporation with their qualifications and details
5. Schedule of Reserved Matters: List of decisions requiring special majority or specific approval procedures
6. Form of Share Certificate: Template of the share certificate to be issued by the corporation
Authors
Affiliate
Annual General Meeting
Articles
Auditors
Board of Directors
Board Resolution
Business Day
By-Laws
Capital Stock
Chairman
Class Rights
Commission
Common Shares
Company
Corporate Secretary
Corporation
Deed of Assignment
Director
Dividends
Electronic Communication
Executive Director
Fiscal Year
General Meeting
Independent Director
Incorporators
Majority Vote
Memorandum
Month
Office
Officer
Ordinary Resolution
Par Value
Person
Preferred Shares
President
Principal Office
Proxy
Quorum
Register of Members
Registered Office
Registration
Related Party
SEC
Secretary
Securities
Share Certificate
Shareholder
Special Resolution
Stock
Stockholder
Subscription
Subsidiary
Transfer
Treasurer
Vice-President
Voting Rights
Written Resolution
Registered Office
Corporate Objectives
Capital Structure
Share Rights
Share Transfer
Share Certificates
Share Capital Alteration
Meetings of Shareholders
Voting Rights
Board Composition
Board Powers
Board Meetings
Officer Appointments
Corporate Governance
Financial Management
Dividend Distribution
Corporate Records
Seal Usage
Notice Requirements
Amendment Procedures
Dissolution
Indemnification
Pre-emptive Rights
Borrowing Powers
Conflict Resolution
Compliance
Fiscal Provisions
Quorum Requirements
Corporate Communications
Financial Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Education
Transportation
Energy
Agriculture
Mining
Construction
Professional Services
Telecommunications
Tourism and Hospitality
Media and Entertainment
Legal
Corporate Secretariat
Compliance
Corporate Governance
Board of Directors
Executive Management
Risk Management
Corporate Affairs
Investor Relations
Chief Executive Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Board Director
Company President
Chief Financial Officer
Corporate Governance Officer
Risk Management Officer
Legal Manager
Corporate Affairs Director
Investor Relations Manager
Board Chairman
Company Incorporator
Corporate Lawyer
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