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Memorandum Of Association Of Trading Company

Memorandum Of Association Of Trading Company Template for Philippines

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Key Requirements PROMPT example:

Memorandum Of Association Of Trading Company

"I need a Memorandum of Association of Trading Company for a Philippine corporation that will focus on domestic wholesale distribution of consumer goods, with an authorized capital of 5 million PHP and five local incorporators who will serve as initial board members."

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Document background
The Memorandum of Association of Trading Company is a mandatory constitutional document required for incorporating a trading company in the Philippines. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and serves as the company's charter, defining its powers, purposes, and limitations. This document is essential when establishing a new trading enterprise or converting an existing business into a corporation in the Philippines. It contains crucial information about the company's capital structure, corporate objectives, governance framework, and compliance with Philippine regulations. The content must align with the Revised Corporation Code of the Philippines and other relevant legislation, making it a vital reference point for shareholders, directors, and regulatory authorities throughout the company's existence.
Suggested Sections

1. Corporate Name: States the complete and exact corporate name, ensuring compliance with naming regulations under Philippine law

2. Principal Office: Specifies the complete address of the corporation's principal office in the Philippines

3. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation, specifically outlining trading activities

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

5. Names, Nationalities, and Residences of Incorporators: List of incorporators with their required personal details and signatures

6. Number of Directors: Specifies the number of directors and their qualifications

7. Corporate Term: States the duration of corporate existence (may be perpetual under the Revised Corporation Code)

8. Subscription and Payment of Capital: Details of share subscriptions by incorporators and payment terms

9. Corporate Powers: Enumeration of the powers the corporation may exercise to achieve its purposes

10. Compliance with Requirements: Declaration of compliance with requirements under Philippine laws

Optional Sections

1. Pre-emptive Rights: Include when shareholders are to be given priority rights to subscribe to additional share issuances

2. Transfer Restrictions: Add when there are specific restrictions on the transfer of shares

3. Foreign Ownership Provisions: Include when the company expects foreign investment or needs to comply with foreign ownership restrictions

4. Arbitration Clause: Add when parties prefer dispute resolution through arbitration rather than courts

5. Special Voting Rights: Include when creating different classes of shares with varying voting rights

6. Branch Offices: Add when the corporation plans to establish branch offices within or outside the Philippines

Suggested Schedules

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

2. Schedule B - Incorporators' Share Subscriptions: Detailed list of initial share subscriptions and payments by incorporators

3. Schedule C - Secondary Purposes: Detailed list of secondary business activities if not fully contained in main text

4. Schedule D - Initial Directors: List of initial directors with their qualifications and contact details

5. Schedule E - Special Provisions: Any special provisions or restrictions on corporate powers

6. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding the payment of subscribed shares

7. Appendix 2 - Corporate Secretary's Certificate: Certification of the adoption of the Memorandum of Association

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
Clauses
Name and Incorporation
Registered Office
Objects and Powers
Trading Activities
Share Capital
Share Transfer
Pre-emptive Rights
Board Composition
Directors' Powers
Shareholders' Rights
General Meetings
Voting Rights
Dividend Distribution
Corporate Seal
Financial Records
Audit Requirements
Amendment Provisions
Dissolution
Foreign Ownership
Regulatory Compliance
Capital Subscription
Share Classes
Corporate Powers
Business Activities
Management Structure
Fiscal Year
Corporate Officers
Arbitration
Relevant Industries

Retail Trade

Wholesale Distribution

Import/Export

E-commerce

Manufacturing

Consumer Goods

Industrial Products

Commodities Trading

General Merchandise

International Trade

Supply Chain and Logistics

Agricultural Products Trading

Relevant Teams

Legal

Corporate Secretariat

Compliance

Executive Leadership

Board of Directors

Finance

Corporate Affairs

Regulatory Affairs

Risk Management

Corporate Governance

Relevant Roles

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Executive Officer

Chief Financial Officer

Board Director

Corporate Treasurer

Legal Manager

Company Registrar

Regulatory Affairs Manager

Corporate Governance Officer

Managing Director

Business Development Manager

Risk Management Officer

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary law governing the establishment, organization, and regulation of private corporations in the Philippines. It provides the basic requirements for incorporation, including the content requirements for the Memorandum of Association.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and provides requirements for companies that may issue shares or securities. Important for provisions related to capital structure and share issuance.
Foreign Investments Act of 1991 (Republic Act No. 7042): Regulates foreign investment in Philippine corporations, including restrictions on foreign ownership in certain business activities.
Anti-Money Laundering Act (Republic Act No. 9160): Provides regulations to prevent money laundering, which must be considered in establishing corporate governance structures and compliance mechanisms.
National Internal Revenue Code: Contains tax provisions affecting corporation formation, registration requirements, and ongoing compliance obligations.
Business Names Registration Act of 2002 (Republic Act No. 3883): Governs the registration and use of business names, which is relevant for the corporate name provisions in the Memorandum of Association.
Consumer Act of the Philippines (Republic Act No. 7394): Important for trading companies as it establishes consumer protection requirements that need to be considered in defining the company's objects and powers.
Philippine Competition Act (Republic Act No. 10667): Provides anti-trust and competition regulations that may affect the scope of business activities described in the Memorandum of Association.
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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