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Memorandum Of Society
"I need a Memorandum of Society for a tech startup in Manila that will have 30% foreign ownership, with an authorized capital of 10M PHP, planning to issue both common and preferred shares by March 2025."
1. Name Clause: States the approved corporate name of the society/corporation
2. Registered Office: Specifies the location of the registered office in the Philippines
3. Purpose Clause: Details the primary and secondary purposes of the corporation
4. Capital Clause: States the authorized capital stock, par value, and number of shares
5. Liability Clause: Declares the limited liability of members/shareholders
6. Incorporators: Lists the names, nationalities, and addresses of incorporators with their shareholdings
7. Board of Directors: Specifies the number of directors and initial board members
8. Corporate Term: States the duration of the corporation (perpetual unless specified otherwise)
9. Share Subscription: Details of the subscribed capital and paid-up capital by incorporators
1. Foreign Ownership Provisions: Required when foreign investors are involved, specifying compliance with Philippine foreign ownership restrictions
2. Branch Office Provisions: Needed if the corporation plans to establish branch offices
3. Preferred Shares Provisions: Required when the corporation will issue preferred shares, detailing their features and rights
4. Corporate Seal: Description of the corporate seal if the corporation chooses to have one
5. Special Provisions: Any specific provisions related to the unique nature of the business or industry-specific requirements
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and distribution
2. Schedule B - Subscribers Information: Detailed information about initial subscribers including their tax identification numbers and share subscriptions
3. Schedule C - Secondary Purposes: Comprehensive list of secondary business purposes if any
4. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding the paid-up capital
5. Appendix 2 - Bank Certificates: Proof of deposit of paid-up capital
6. Appendix 3 - Tax Identification: Tax identification documents of incorporators
Authors
Authorized Capital Stock
Board of Directors
By-Laws
Capital
Common Shares
Corporation
Corporate Secretary
Dividends
Fiscal Year
Incorporators
Majority Vote
Members
Officers
Par Value
Preferred Shares
Principal Office
Quorum
Registered Office
Securities
Share Certificate
Shareholders
Stockholders
Subscribed Capital
Subscription Agreement
Subsidiary
Transfer of Shares
Treasury Shares
Voting Rights
Working Day
Corporate Purpose
Principal Office
Corporate Term
Capital Structure
Share Classification
Share Transfer
Voting Rights
Dividend Rights
Pre-emptive Rights
Board Composition
Corporate Powers
Limited Liability
Registered Office
Nationality Requirement
Share Subscription
Amendment Procedures
Dissolution
Corporate Seal
Stockholders Rights
Board Meetings
Stockholders Meetings
Share Certificates
Capital Calls
Reserved Matters
Foreign Ownership Restrictions
Corporate Officers
Fiscal Year
Books and Records
Arbitration
Financial Services
Manufacturing
Technology
Real Estate
Retail
Healthcare
Education
Construction
Agriculture
Mining
Transportation
Tourism
Professional Services
Energy
Telecommunications
Legal
Corporate Secretariat
Compliance
Finance
Risk Management
Corporate Governance
Executive Leadership
Treasury
Corporate Planning
Business Development
Investor Relations
Chief Executive Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Director
Company President
Corporate Governance Officer
Risk Management Officer
Treasury Manager
Legal Manager
Corporate Planning Manager
Business Development Manager
Investor Relations Manager
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