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Memorandum Of Company Limited By Shares
"I need a Memorandum of Company Limited by Shares for a technology startup in Manila, incorporating by March 2025, with an authorized capital of 10 million PHP and provisions for up to 40% foreign ownership in compliance with Philippine foreign investment regulations."
1. Corporate Name: The complete and exact corporate name of the corporation, which must include 'Corporation', 'Incorporated' or 'Inc.'
2. Principal Office: Complete address of the principal office, which must be located within the Philippines
3. Corporate Purpose: Primary and secondary purposes of the corporation, clearly stating the nature of business
4. Term of Existence: Statement of perpetual existence as per the Revised Corporation Code
5. Capital Structure: Details of authorized capital stock, par value, and number of shares
6. Names and Details of Incorporators: Names, nationalities, and residential addresses of incorporators (minimum of 2, maximum of 15)
7. Board of Directors: Number of directors, qualifications, and term of office
8. Subscription and Payment of Shares: Details of share subscriptions by incorporators and payment terms
9. Corporate Officers: Positions, duties, and responsibilities of corporate officers
10. Meetings: Provisions for stockholders' and board meetings, including frequency and notice requirements
1. Foreign Ownership Provisions: Required when the corporation anticipates foreign investment, specifying ownership restrictions and compliance with the Foreign Investments Act
2. Preferred Shares Provisions: Include when the corporation will issue preferred shares, detailing rights, privileges, and restrictions
3. Branch Office Provisions: Required when the corporation plans to establish branch offices
4. Corporate Seal: Optional provision describing the corporate seal design and usage
5. Additional Capital Raising Provisions: Include when specific mechanisms for future capital raising need to be established
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions
2. Schedule B - Initial Subscribers: List of initial subscribers with their share subscriptions and payments
3. Schedule C - Board of Directors: Detailed information about initial board members including their qualifications and shareholdings
4. Schedule D - Corporate Officers: List of initial corporate officers with their positions and responsibilities
5. Schedule E - Special Rights and Restrictions: Detailed provisions regarding any special share rights or restrictions
6. Appendix 1 - Form of Share Certificate: Template of the share certificate to be issued by the corporation
Authors
Board of Directors
By-Laws
Capital Stock
Common Shares
Corporation
Directors
Dividends
General Meeting
Incorporators
Initial Subscribers
Majority Vote
Officers
Par Value
Preferred Shares
Principal Office
Quorum
Revised Corporation Code
SEC
Secretary
Securities
Share Certificate
Shareholder
Special Resolution
Stockholder
Subscription Agreement
Subscription Price
Treasury Shares
Voting Rights
Written Resolution
Share Capital Structure
Share Rights and Restrictions
Share Transfer
Share Certificates
Voting Rights
Dividend Rights
Board Composition
Directors' Powers
Directors' Meetings
Shareholders' Meetings
Corporate Officers
Corporate Seal
Amendment Procedures
Pre-emptive Rights
Capital Increase
Capital Reduction
Dissolution and Liquidation
Foreign Ownership Restrictions
Notice Requirements
Quorum Requirements
Corporate Purpose
Principal Office
Term of Existence
Books and Records
Fiscal Year
Annual Reports
Corporate Powers
Stock Subscription
Payment Terms
Financial Services
Technology
Manufacturing
Retail
Real Estate
Professional Services
Healthcare
Education
Agriculture
Construction
Mining
Tourism
Transportation
Energy
Telecommunications
Legal
Compliance
Corporate Secretariat
Executive Management
Board of Directors
Finance
Risk Management
Corporate Affairs
Regulatory Affairs
Corporate Governance
Chief Executive Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Financial Officer
Company Director
Corporate Lawyer
Business Development Manager
Investment Manager
Risk Manager
Board Member
Managing Director
Company Incorporator
Regulatory Affairs Manager
Corporate Governance Officer
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