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Profit Articles Of Incorporation
"Need to draft Profit Articles of Incorporation for a tech startup in Manila with 40% foreign ownership, planned capitalization of 5 million pesos, and specific provisions for future venture capital investment rounds to be completed by March 2025."
1. Article I - Name of Corporation: States the complete and exact corporate name as verified and reserved with the SEC
2. Article II - Purpose Clause: Defines the primary and secondary purposes of the corporation, including its main business activities and other permitted operations
3. Article III - Principal Office: Specifies the complete address of the principal office and place of business in the Philippines
4. Article IV - Term of Existence: States the duration of corporate existence (typically perpetual under the Revised Corporation Code)
5. Article V - Names, Nationalities, and Residences of Incorporators: Lists the details of all incorporators, who must be at least 2 natural persons of legal age
6. Article VI - Capital Structure: Details the authorized capital stock, par value, and classes of shares if any
7. Article VII - Subscription and Payment of Subscription: Specifies the subscribed capital and paid-up capital of each incorporator
8. Article VIII - Board of Directors: Defines the number of directors, qualifications, term of office, and election procedures
9. Article IX - Officers: Lists the required corporate officers and their roles
10. Article X - Amendment of Articles of Incorporation: Procedures for amending the Articles of Incorporation
1. Article on Corporate Seal: Details about the corporate seal design and usage, optional under the Revised Corporation Code
2. Article on Stock Transfer Restrictions: Used when shareholders want to include specific restrictions on share transfers or first right of refusal
3. Article on Arbitration: Include when parties want to specify dispute resolution procedures
4. Article on Foreign Ownership Limitations: Required only if the corporation operates in an industry with foreign ownership restrictions
5. Article on Founders' Shares: Include when special rights or privileges are granted to founders
6. Article on Committees: Used when establishing specific board committees beyond the basic requirements
1. Schedule A - Subscriber Information: Detailed information about subscribers including their tax identification numbers and exact shareholdings
2. Schedule B - Secondary Purposes: Detailed list of secondary business activities if too extensive for main document
3. Schedule C - Special Share Rights: Detailed terms and conditions of different share classes if multiple share classes exist
4. Schedule D - Initial Contributions: Detailed breakdown of initial capital contributions, especially for non-cash contributions
5. Appendix 1 - Board Resolution: Initial board resolutions adopting the Articles of Incorporation
6. Appendix 2 - Treasurer's Affidavit: Sworn statement by the Treasurer regarding paid-up capital
Authors
Articles of Incorporation
Board of Directors
By-Laws
Capital Stock
Common Shares
Preferred Shares
Par Value
Authorized Capital Stock
Subscribed Capital
Paid-Up Capital
Incorporators
Principal Office
Corporate Secretary
Corporate Officers
Stockholders
Majority Vote
Special Resolution
Quorum
SEC
Corporate Term
Fiscal Year
Share Certificate
Transfer of Shares
Corporate Seal
Amendment
Dissolution
Corporate Purpose
Principal Office
Term of Existence
Capital Structure
Share Classification
Subscription and Payment
Transfer Restrictions
Corporate Powers
Board Composition
Officer Appointments
Stockholder Rights
Voting Rights
Meeting Procedures
Amendment Procedures
Dissolution
Corporate Governance
Foreign Ownership
Share Issuance
Pre-emptive Rights
Arbitration
Compliance
Corporate Seal
Fiscal Year
Banking and Finance
Manufacturing
Retail and Commerce
Information Technology
Real Estate
Construction
Agriculture
Healthcare
Transportation and Logistics
Professional Services
Mining and Natural Resources
Tourism and Hospitality
Education
Media and Entertainment
Energy
Legal
Corporate Secretariat
Executive Leadership
Board of Directors
Compliance
Finance
Risk Management
Corporate Governance
Investor Relations
Administrative
Chief Executive Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Director
Corporate Treasurer
Company President
Vice President for Legal Affairs
Risk Management Officer
Corporate Governance Officer
Managing Director
Business Development Manager
Investor Relations Officer
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