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Memorandum Of Association Of Software Development Company
"I need a Memorandum of Association of Software Development Company to establish a Philippine corporation focusing on AI and blockchain development, with an authorized capital of 5 million pesos and three founding shareholders, planned for incorporation in March 2025."
1. Name and Registered Office: States the company's official name and complete registered office address in the Philippines
2. Purpose and Primary Objectives: Detailed description of the company's main business activities in software development and related services
3. Capital Structure: Details of authorized capital stock, par value, and share classifications
4. Board of Directors: Provisions regarding the composition, qualification, election, and powers of the board
5. Shareholders: Rights, responsibilities and limitations of shareholders, including voting rights and share transfer provisions
6. Meetings: Procedures for conducting shareholders' and board meetings, including notice requirements and quorum
7. Officers: Designation and duties of corporate officers
8. Fiscal Year and Audit: Specification of fiscal year and audit requirements
9. Seal: Description of the corporate seal and its use
10. Amendments: Procedures for amending the Memorandum of Association
1. Foreign Ownership Provisions: Required if the company anticipates or allows foreign investment, detailing compliance with Philippine foreign ownership restrictions
2. Intellectual Property Rights: Special provisions for handling company-developed software, patents, and other IP assets
3. Branch Offices: Provisions for establishing branch offices or development centers in other locations
4. Special Rights Shares: Details of any preferred shares or special rights shares if the company plans to issue different classes of shares
5. Data Privacy Compliance: Specific provisions regarding compliance with data privacy laws and regulations
6. Technology Transfer Provisions: Required if the company plans to engage in technology transfer agreements
1. Schedule A - Initial Subscribers: List of founding shareholders with their corresponding share subscriptions and contact details
2. Schedule B - Initial Directors: List of first directors of the company with their qualifications and contact information
3. Schedule C - Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
4. Schedule D - Intellectual Property Assets: Initial list of IP assets owned by or licensed to the company
5. Schedule E - Corporate Governance Guidelines: Detailed guidelines for corporate governance and compliance procedures
6. Appendix 1 - Forms: Standard forms for share transfers, proxy voting, and other corporate actions
7. Appendix 2 - Company Seal: Design and specifications of the corporate seal
Authors
Board
Chairman
Company
Directors
Financial Year
General Meeting
Intellectual Property Rights
Memorandum
Officers
Ordinary Resolution
Philippine Peso
Principal Office
Register of Members
Registered Office
SEC
Secretary
Securities
Share Capital
Shareholders
Special Resolution
Software
Source Code
Subscription Agreement
Subsidiary
Technology Assets
Transfer
Voting Rights
Written Resolution
Proprietary Information
Development Services
Licensed Technology
Corporate Seal
Electronic Record
Digital Signature
Confidential Information
Related Party
Technical Documentation
Business Day
Fiscal Year
Corporate Purpose
Share Capital and Classes of Shares
Rights and Restrictions of Shares
Share Transfer
Shareholders' Rights and Obligations
Board Composition and Powers
Directors' Duties and Responsibilities
Corporate Officers
Meetings and Voting
Financial Management
Intellectual Property Rights
Technology Assets
Confidentiality
Data Privacy
Corporate Governance
Compliance
Amendment Procedures
Dispute Resolution
Dissolution and Winding Up
Foreign Ownership
Technology Transfer
Branch Offices
Corporate Seal
Fiscal Year
Audit and Records
Electronic Communications
Notice Requirements
Indemnification
Share Certificates
Information Technology
Software Development
Technology Consulting
Digital Services
E-commerce
Financial Technology
Healthcare Technology
Educational Technology
Enterprise Software
Mobile Applications
Cloud Computing
Artificial Intelligence and Machine Learning
Cybersecurity
Legal
Corporate Secretariat
Board of Directors
Executive Management
Corporate Governance
Compliance
Risk Management
Corporate Affairs
Finance
Technology Management
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Board Director
Corporate Governance Officer
Company Registrar
Managing Director
Chief Operating Officer
Chief Legal Officer
Corporate Affairs Manager
Risk Management Officer
Company Secretary
Shareholder Relations Manager
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