The Memorandum & Articles of Association Constitution By Laws is a mandatory document required for incorporating and operating a corporation in the Philippines. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and serves as the corporation's constitutional document. This document establishes the fundamental rules and principles governing the corporation's existence, including its purpose, capital structure, governance framework, and operational procedures. It needs to comply with the Revised Corporation Code of the Philippines and various SEC regulations, making it essential for both domestic and foreign corporations operating in the Philippines. The document is particularly crucial during incorporation, corporate restructuring, amendments to corporate governance structures, and when dealing with shareholder matters.
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1. Article I - The Corporation: Name, principal office, purpose, and term of existence of the corporation
2. Article II - Capital Stock: Authorized capital stock, par value, share classes, and rights attached to shares
3. Article III - Shareholders: Rights, responsibilities, and limitations of shareholders, including voting rights and share transfer procedures
4. Article IV - Meetings of Stockholders: Procedures for annual and special stockholders' meetings, including notice requirements, quorum, and voting
5. Article V - Board of Directors: Composition, qualifications, election, terms, powers, and duties of the Board of Directors
6. Article VI - Officers: Designation, election, term, powers, and duties of corporate officers
7. Article VII - Corporate Governance: Corporate governance principles, committees, and compliance procedures
8. Article VIII - Fiscal Year and Dividends: Fiscal year definition, dividend declaration, and payment procedures
9. Article IX - Seal: Description and use of the corporate seal
10. Article X - Amendments: Procedures for amending the by-laws and articles of incorporation
1. Article on Special Share Classes: Required when the corporation has preferred shares or multiple share classes with different rights
2. Article on Foreign Ownership Restrictions: Needed when the corporation operates in nationally restricted industries or has foreign ownership limitations
3. Article on Board Committees: Required for larger corporations or those seeking public listing, detailing specific committee structures and responsibilities
4. Article on Corporate Social Responsibility: Optional section for corporations wanting to emphasize their commitment to social responsibility and sustainability
5. Article on Technology and Virtual Meetings: Important for corporations wanting to explicitly allow electronic voting and virtual stockholder meetings
6. Article on Branch Offices: Required when the corporation plans to operate multiple offices or branches
7. Article on Stockholder's Pre-emptive Rights: Needed when providing specific pre-emptive rights arrangements beyond statutory requirements
1. Schedule 1 - Initial Subscribers: Details of founding shareholders including names, nationalities, and shareholdings
2. Schedule 2 - Share Certificate Template: Format and content of share certificates
3. Schedule 3 - Corporate Governance Manual: Detailed corporate governance policies and procedures
4. Schedule 4 - Board Committee Charters: Terms of reference for various board committees
5. Schedule 5 - Initial Directors and Officers: List of first directors and officers with their positions
6. Appendix A - Forms: Standard forms for share transfers, proxy voting, and other corporate actions
7. Appendix B - Meeting Procedures: Detailed procedures for conducting various corporate meetings
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