Memorandum Of Company Limited By Shares Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Memorandum of Company Limited by Shares is a crucial document required when establishing a corporation in the Philippines. It must be prepared in accordance with the Revised Corporation Code of the Philippines and SEC regulations, serving as the founding document that defines the company's fundamental characteristics and operations. This document is mandatory for company registration and is typically prepared during the initial stages of company formation. It contains essential information such as the company's name, principal office, corporate purpose, capital structure, and governance framework. The Memorandum becomes a matter of public record upon registration with the SEC and serves as a reference point for shareholders, directors, officers, and other stakeholders throughout the company's existence. Any future modifications to the Memorandum must follow specific procedures and obtain SEC approval.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Clauses
Relevant Industries

Financial Services

Technology

Manufacturing

Retail

Real Estate

Professional Services

Healthcare

Education

Agriculture

Construction

Mining

Tourism

Transportation

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Corporate Secretariat

Executive Management

Board of Directors

Finance

Risk Management

Corporate Affairs

Regulatory Affairs

Corporate Governance

Relevant Roles

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

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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