The Memorandum and Articles of Association is a mandatory document required for incorporating any corporation in the Philippines. This document combines two crucial components: the Memorandum of Association, which contains the fundamental provisions about the company's constitution, and the Articles of Association, which details the rules for company management. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and comply with the Revised Corporation Code of the Philippines (2019). The document serves as the primary reference for corporate governance, shareholder rights, and operational procedures, making it essential for both domestic and foreign investors establishing a corporation in the Philippines. Any subsequent modifications must follow strict amendment procedures as outlined in the law.
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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
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