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Corporation Articles Of Incorporation for Philippines

Corporation Articles Of Incorporation Template for Philippines

Articles of Incorporation is a fundamental legal document filed with the Securities and Exchange Commission (SEC) in the Philippines that establishes the existence of a corporation. It outlines essential information about the company including its name, purpose, principal office address, capital structure, and governance framework. The document must comply with the requirements of the Revised Corporation Code of the Philippines (Republic Act No. 11232) and related SEC regulations. It serves as the corporation's constitutional document and establishes the basic framework for corporate operations and governance.

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Corporation Articles Of Incorporation

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What is a Corporation Articles Of Incorporation?

Corporation Articles of Incorporation are required when establishing a new corporation in the Philippines. This document must be filed with the Securities and Exchange Commission (SEC) and serves as the foundation of the corporation's legal existence. It contains crucial information about the company's structure, including its name, purpose, principal office, capital structure, and governance framework. The document must comply with the Revised Corporation Code of the Philippines (RA 11232) and various SEC regulations. Articles of Incorporation are necessary for obtaining the corporation's Certificate of Registration, which allows it to legally operate as a business entity. The document is particularly important as it sets out the rights and obligations of shareholders, defines the corporation's purposes, and establishes its management structure.

What sections should be included in a Corporation Articles Of Incorporation?

1. Corporate Name: The complete name of the corporation, which must include 'Corporation', 'Incorporated' or 'Inc.'

2. Principal Office: Complete Philippine address where the corporation will maintain its principal office

3. Corporate Purpose: Specific statement of the primary and secondary purposes of the corporation

4. Capital Structure: Details of authorized capital stock, par value, and classes of shares if applicable

5. Names and Details of Incorporators: Names, nationalities, and addresses of incorporators who must own/subscribe to shares

6. Number of Directors: Specified number of directors, which must be at least five (5) but not more than fifteen (15)

7. Names and Details of Initial Directors: Names, nationalities, and addresses of initial directors who will serve until first election

8. Corporate Term: Statement of corporate term, which may be perpetual as allowed under the Revised Corporation Code

9. Share Subscription Details: Amount of capital stock subscribed and paid by each incorporator

10. Treasurer's Affidavit: Sworn statement of the Treasurer regarding the paid-up capital

What sections are optional to include in a Corporation Articles Of Incorporation?

1. Preferred Shares Provisions: Include when the corporation will issue preferred shares, detailing rights, privileges, and restrictions

2. Foreign Ownership Restrictions: Required when the corporation operates in a nationality-restricted industry

3. Board Committees: Include when establishing specific board committees beyond statutory requirements

4. Stockholder's Pre-emptive Rights: Include when modifying or denying statutory pre-emptive rights

5. Special Provisions: Any additional provisions for corporate governance or operations not covered in mandatory sections

What schedules should be included in a Corporation Articles Of Incorporation?

1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and privileges

2. Schedule B - Subscriber Information: Complete details of share subscriptions including payment terms

3. Schedule C - Secondary Purposes: Detailed list of secondary business purposes if any

4. Schedule D - Corporate Officers: List of initial corporate officers and their positions

5. Appendix 1 - Treasurer's Affidavit Supporting Documents: Bank certificates and other proof of paid-up capital

6. Appendix 2 - Tax Identification Documents: Copies of tax identification documents of incorporators

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions





























Clauses
























Relevant Industries

Financial Services

Manufacturing

Retail

Technology

Real Estate

Healthcare

Education

Construction

Transportation

Agriculture

Mining

Energy

Telecommunications

Professional Services

Entertainment

Hospitality

Relevant Teams

Legal

Compliance

Corporate Secretariat

Finance

Board of Directors

Executive Management

Corporate Governance

Risk Management

Corporate Affairs

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Corporate Treasurer

Managing Director

General Counsel

Company Registrar

Corporate Governance Officer

Risk Management Officer

Business Development Manager

Investment Relations Officer

Corporate Planning Manager

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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