Memorandum Of Association Of Software Development Company Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Memorandum of Association of Software Development Company is a mandatory corporate document required under Philippine law when establishing a corporation in the technology sector. This document must be filed with the Securities and Exchange Commission (SEC) as part of the company registration process and serves as the company's constitutional document. It contains essential information about the company's identity, purpose, capital structure, and governance framework, ensuring compliance with the Revised Corporation Code of the Philippines and relevant technology sector regulations. The document is particularly crucial for software development companies as it needs to address specific considerations such as intellectual property rights, technology transfer provisions, and data privacy compliance while establishing the fundamental corporate structure. It forms the basis for all future corporate actions and is referenced throughout the company's lifetime for matters relating to corporate governance, shareholding changes, and regulatory compliance.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions
Clauses
Relevant Industries

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

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Executive Management

Corporate Governance

Compliance

Risk Management

Corporate Affairs

Finance

Technology Management

Relevant Roles

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

Industries
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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