Articles of Incorporation with Registered Agent is a crucial legal document required for any business seeking to incorporate in the Philippines. This document, governed by the Revised Corporation Code of the Philippines, serves as the foundation for creating a new corporation and must be filed with the Securities and Exchange Commission (SEC). It contains essential information about the corporation's structure, including its name, purpose, principal office, capital structure, and the appointment of a registered agent. The registered agent plays a vital role as the official point of contact for legal and governmental communications. The document is particularly important as it establishes the corporation's legal existence and provides the framework for its operations, governance, and compliance with Philippine corporate laws. It must be prepared with careful attention to detail as it will affect the corporation's ability to conduct business, raise capital, and maintain good standing with regulatory authorities.
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1. Corporate Name: Statement of the corporation's name and verification of its availability from SEC
2. Principal Office: Complete address of the corporation's principal office in the Philippines
3. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation
4. Capital Structure: Amount of authorized capital stock, par value, and number of shares
5. Incorporators and Directors: Names, nationalities, and addresses of incorporators and initial directors
6. Treasurer and Corporate Officers: Designation of treasurer and other principal officers
7. Registered Agent: Name and address of the registered agent and their acceptance of appointment
8. Share Subscription: Details of share subscription by incorporators and shareholders
9. Corporate Term: Duration of corporate existence (perpetual unless specified otherwise)
10. Corporate Powers: Enumeration of corporate powers under the law
1. Foreign Ownership Provisions: Required when the corporation has foreign investors, specifying ownership restrictions and compliance with foreign investment laws
2. Branch Office Provisions: Needed when the corporation plans to establish branch offices
3. Preferred Shares Provisions: Required when the corporation will issue preferred shares, detailing rights and privileges
4. Corporate Seal: Optional provision describing the corporate seal design and usage
5. Additional Capital Requirements: Required for certain regulated industries with minimum capitalization requirements
6. Special Provisions: Industry-specific provisions required by regulatory bodies
1. Schedule A - List of Incorporators: Detailed information about incorporators including their tax identification numbers and government IDs
2. Schedule B - Share Subscription Agreement: Detailed breakdown of share subscriptions and payment terms
3. Schedule C - Treasurer's Affidavit: Sworn statement by the treasurer regarding paid-up capital
4. Schedule D - Secondary Licenses: List of required secondary licenses for regulated industries
5. Schedule E - Registered Agent Acceptance: Formal acceptance document from the registered agent
6. Appendix 1 - Corporate By-Laws: Draft of the corporation's by-laws to be adopted upon incorporation
7. Appendix 2 - Foreign Investment Compliance: Documentation of compliance with foreign investment regulations if applicable
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Real Estate
Professional Services
Healthcare
Education
Construction
Transportation
Agriculture
Mining
Tourism
Energy
Telecommunications
Relevant Teams
Legal
Corporate Secretariat
Compliance
Finance
Corporate Affairs
Risk Management
Board of Directors
Executive Management
Business Development
Corporate Services
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Lawyer
Compliance Officer
Chief Financial Officer
Legal Counsel
Corporate Governance Officer
Board Director
Managing Director
Incorporation Specialist
Corporate Services Manager
Registered Agent
Business Development Manager
Risk Management Officer
Corporate Affairs Director
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