Memorandum & Articles Of Association Constitution By Laws Template for Philippines

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Key Requirements PROMPT example:

Memorandum & Articles Of Association Constitution By Laws

"I need a Memorandum & Articles of Association Constitution By Laws for a new technology startup in the Philippines, with provisions for multiple share classes and specific emphasis on allowing virtual board meetings and electronic voting, to be implemented by March 2025."

What is a Memorandum & Articles Of Association Constitution By Laws?

The Memorandum & Articles of Association Constitution By Laws is a mandatory document required for incorporating and operating a corporation in the Philippines. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and serves as the corporation's constitutional document. This document establishes the fundamental rules and principles governing the corporation's existence, including its purpose, capital structure, governance framework, and operational procedures. It needs to comply with the Revised Corporation Code of the Philippines and various SEC regulations, making it essential for both domestic and foreign corporations operating in the Philippines. The document is particularly crucial during incorporation, corporate restructuring, amendments to corporate governance structures, and when dealing with shareholder matters.

What sections should be included in a Memorandum & Articles Of Association Constitution By Laws?

1. Article I - The Corporation: Name, principal office, purpose, and term of existence of the corporation

2. Article II - Capital Stock: Authorized capital stock, par value, share classes, and rights attached to shares

3. Article III - Shareholders: Rights, responsibilities, and limitations of shareholders, including voting rights and share transfer procedures

4. Article IV - Meetings of Stockholders: Procedures for annual and special stockholders' meetings, including notice requirements, quorum, and voting

5. Article V - Board of Directors: Composition, qualifications, election, terms, powers, and duties of the Board of Directors

6. Article VI - Officers: Designation, election, term, powers, and duties of corporate officers

7. Article VII - Corporate Governance: Corporate governance principles, committees, and compliance procedures

8. Article VIII - Fiscal Year and Dividends: Fiscal year definition, dividend declaration, and payment procedures

9. Article IX - Seal: Description and use of the corporate seal

10. Article X - Amendments: Procedures for amending the by-laws and articles of incorporation

What sections are optional to include in a Memorandum & Articles Of Association Constitution By Laws?

1. Article on Special Share Classes: Required when the corporation has preferred shares or multiple share classes with different rights

2. Article on Foreign Ownership Restrictions: Needed when the corporation operates in nationally restricted industries or has foreign ownership limitations

3. Article on Board Committees: Required for larger corporations or those seeking public listing, detailing specific committee structures and responsibilities

4. Article on Corporate Social Responsibility: Optional section for corporations wanting to emphasize their commitment to social responsibility and sustainability

5. Article on Technology and Virtual Meetings: Important for corporations wanting to explicitly allow electronic voting and virtual stockholder meetings

6. Article on Branch Offices: Required when the corporation plans to operate multiple offices or branches

7. Article on Stockholder's Pre-emptive Rights: Needed when providing specific pre-emptive rights arrangements beyond statutory requirements

What schedules should be included in a Memorandum & Articles Of Association Constitution By Laws?

1. Schedule 1 - Initial Subscribers: Details of founding shareholders including names, nationalities, and shareholdings

2. Schedule 2 - Share Certificate Template: Format and content of share certificates

3. Schedule 3 - Corporate Governance Manual: Detailed corporate governance policies and procedures

4. Schedule 4 - Board Committee Charters: Terms of reference for various board committees

5. Schedule 5 - Initial Directors and Officers: List of first directors and officers with their positions

6. Appendix A - Forms: Standard forms for share transfers, proxy voting, and other corporate actions

7. Appendix B - Meeting Procedures: Detailed procedures for conducting various corporate meetings

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

Relevant legal definitions
Clauses
Relevant Industries

Banking and Financial Services

Manufacturing

Technology

Retail and Consumer Goods

Real Estate and Property Development

Healthcare and Pharmaceuticals

Energy and Utilities

Transportation and Logistics

Professional Services

Education

Agriculture and Food Production

Construction and Engineering

Media and Entertainment

Telecommunications

Mining and Natural Resources

Relevant Teams

Legal

Corporate Secretariat

Compliance

Board of Directors

Executive Management

Corporate Governance

Risk Management

Investor Relations

Corporate Communications

Human Resources

Finance

Corporate Planning

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Corporate Secretary

Chief Legal Officer

Compliance Officer

Board Director

Corporate Governance Officer

Chief Financial Officer

Legal Counsel

Company President

Risk Management Officer

Corporate Communications Director

Investor Relations Manager

Human Resources Director

Chief Operating Officer

Board Chairman

Company Registrar

Corporate Planning Director

Industries
Revised Corporation Code of the Philippines (Republic Act No. 11232): The primary legislation governing the establishment, organization, and regulation of private corporations in the Philippines. It provides the fundamental requirements for incorporation, corporate governance, and operations.
Securities Regulation Code (Republic Act No. 8799): Regulates the securities market and requires disclosure of information for investor protection. Relevant for provisions related to share issuance and transfer.
SEC Memorandum Circular No. 6, Series of 2014: Guidelines on compliance with corporate governance principles for corporations, including requirements for board composition and committees.
Anti-Money Laundering Act (Republic Act No. 9160): Provides requirements for corporate transparency and beneficial ownership disclosure to prevent money laundering through corporate vehicles.
Foreign Investments Act (Republic Act No. 7042): Relevant if the corporation will have foreign ownership, as it sets limitations and requirements for foreign participation in Philippine corporations.
SEC Memorandum Circular No. 16, Series of 2002: Guidelines on the registration and monitoring of corporations to ensure compliance with nationality restrictions.
Data Privacy Act of 2012 (Republic Act No. 10173): Relevant for provisions regarding the handling and protection of personal information of shareholders, directors, and officers.
Labor Code of the Philippines: Relevant for provisions regarding employee rights and benefits if the corporation will have employees.
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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Memorandum & Articles Of Association Constitution By Laws

A foundational corporate governance document under Philippine law that establishes a corporation's structure, operations, and management framework.

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