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Memorandum Of Association Of Pharmaceutical Company

Memorandum Of Association Of Pharmaceutical Company Template for Philippines

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Key Requirements PROMPT example:

Memorandum Of Association Of Pharmaceutical Company

"I need a Memorandum of Association of Pharmaceutical Company for a new startup in the Philippines, focusing on generic drug manufacturing and distribution, with an authorized capital of 50 million pesos and provisions for future foreign investment up to the legally allowed threshold."

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Document background
The Memorandum of Association of Pharmaceutical Company is a crucial document required for establishing a pharmaceutical enterprise in the Philippines. It serves as the company's constitution and must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process. This document is essential when founding a new pharmaceutical company or restructuring an existing one, and must align with both the Corporation Code of the Philippines and specific pharmaceutical regulations. It details the company's objectives, particularly focusing on pharmaceutical manufacturing, research, development, and distribution activities. The document must incorporate provisions that demonstrate compliance with FDA requirements, GMP standards, and other relevant pharmaceutical regulations. It forms the basis for all future corporate activities and is frequently referenced in regulatory submissions, licensing applications, and corporate governance matters.
Suggested Sections

1. Name and Registered Office: States the company name and complete address of the registered office in the Philippines

2. Corporate Purpose: Detailed description of pharmaceutical business activities, manufacturing, research, distribution, and other related activities the company will engage in

3. Capital Structure: Details of authorized capital stock, par value of shares, and classes of shares if applicable

4. Incorporators: Names, nationalities, and addresses of incorporators, who must be of legal age and majority must be Philippine residents

5. Board of Directors: Number of directors, qualifications, terms of office, and manner of election/removal

6. Officers: Positions, duties, and responsibilities of corporate officers

7. Stockholders: Rights, voting powers, and restrictions of stockholders

8. Corporate Term: Duration of corporate existence (typically 50 years with possibility of extension)

9. Amendment Provisions: Procedures for amending the Memorandum of Association

10. Dissolution: Procedures for corporate dissolution and asset distribution

Optional Sections

1. Preferred Shares Provisions: Include when the company plans to issue preferred shares with special rights and privileges

2. Foreign Ownership Provisions: Required when foreign investment is expected, detailing compliance with Philippine foreign ownership restrictions

3. Research and Development: Specific provisions for R&D activities when the company plans significant research operations

4. Intellectual Property Rights: Special provisions for handling patents, trademarks, and other IP when the company expects significant IP portfolio

5. Branch Offices: Provisions for establishing branch offices when geographic expansion is planned

6. Joint Venture Provisions: Include when planning potential joint ventures with other pharmaceutical companies

Suggested Schedules

1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and distribution

2. Schedule B - Initial Subscribers: List of initial shareholders with their corresponding share subscriptions

3. Schedule C - Board Composition: Detailed structure of the Board of Directors and their qualifications

4. Schedule D - Pharmaceutical Activities: Comprehensive list of pharmaceutical activities and products the company intends to engage in

5. Schedule E - FDA Compliance Requirements: Specific commitments to comply with FDA regulations and requirements

6. Appendix 1 - Form of Share Certificate: Template of the company's share certificate

7. Appendix 2 - Corporate Governance Guidelines: Detailed corporate governance procedures and policies

8. Appendix 3 - Quality Assurance Framework: Framework for maintaining pharmaceutical quality standards and GMP compliance

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
Relevant legal definitions
Act
Articles
Authorized Capital Stock
Board
By-laws
cGMP
Commission
Common Shares
Company
Directors
FDA
Good Manufacturing Practice
Incorporators
Intellectual Property Rights
Licensed Products
Majority Vote
Memorandum
Officers
Par Value
Pharmaceutical Activities
Pharmaceutical Products
Preferred Shares
Principal Office
Quality Management System
Registered Office
Regulatory Approvals
SEC
Secretary
Securities
Share Capital
Shareholders
Special Resolution
Stock Certificate
Stockholders
Subscription Agreement
Technical Operations
Trade Secrets
Transfer
Treasury Shares
Voting Rights
Relevant Industries

Pharmaceuticals

Healthcare

Biotechnology

Chemical Manufacturing

Medical Research

Healthcare Distribution

Life Sciences

Corporate Services

Regulatory Compliance

Legal Services

Relevant Teams

Legal

Compliance

Regulatory Affairs

Corporate Secretariat

Board of Directors

Executive Management

Quality Assurance

Corporate Governance

Risk Management

Company Registration

Relevant Roles

Chief Executive Officer

Company Secretary

Corporate Lawyer

Compliance Officer

Regulatory Affairs Director

Quality Assurance Manager

Chief Financial Officer

Board Director

Legal Counsel

Corporate Governance Officer

Pharmaceutical Operations Director

Manufacturing Head

Research and Development Director

Corporate Planning Manager

Risk Management Officer

Company Registrar

Industries
Corporation Code of the Philippines (Batas Pambansa Blg. 68): Primary legislation governing the establishment, organization, and regulation of private corporations in the Philippines
Republic Act No. 10918 (Philippine Pharmacy Act): Regulates the practice of pharmacy and the operation of pharmaceutical establishments
Republic Act No. 3720 (Food, Drug and Cosmetic Act): Ensures the safety and quality of pharmaceutical products, including requirements for manufacturing, distribution, and marketing
Republic Act No. 9502 (Universally Accessible Cheaper and Quality Medicines Act of 2008): Regulates pharmaceutical drug prices and promotes access to affordable medicines
Republic Act No. 8293 (Intellectual Property Code of the Philippines): Governs patents, trademarks, and other intellectual property rights crucial for pharmaceutical companies
Republic Act No. 11032 (Ease of Doing Business Act): Streamlines business registration and licensing procedures
FDA Administrative Order No. 2013-0022: Guidelines on the Implementation of Current Good Manufacturing Practice (cGMP) in Manufacturing, Quality Control, and Distribution of Pharmaceutical Products
Republic Act No. 6969 (Toxic Substances and Hazardous and Nuclear Wastes Control Act): Regulates the handling, storage, and disposal of chemical substances and hazardous wastes in pharmaceutical manufacturing
Securities and Exchange Commission Memorandum Circular No. 16-2002: Guidelines on the contents of Memorandum of Association and other corporate documents
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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