The Incorporation Agreement is a crucial legal document required when establishing a new corporation in the Philippines. It must comply with the Revised Corporation Code of the Philippines (Republic Act No. 11232) and related SEC regulations. This document is typically prepared when founders decide to formally incorporate their business, requiring detailed information about the proposed corporation's structure, capitalization, governance, and operations. The agreement serves multiple purposes: it formalizes the relationship between incorporators, establishes the corporation's legal existence, defines management structures, and ensures compliance with Philippine corporate laws. It forms part of the required documentation for SEC registration and serves as a reference point for future corporate governance matters.
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1. Parties: Identifies all incorporators/founders with their complete names, nationalities, and addresses as required by Philippine law
2. Background: States the intention to form a corporation under Philippine law and brief context of the incorporation
3. Definitions: Defines key terms used throughout the agreement, including corporate terminology and specific references to Philippine laws
4. Formation of the Corporation: Declares the establishment of the corporation, including its name, principal office, and term of existence
5. Purpose and Powers: States the primary and secondary purposes of the corporation as will be registered with the SEC
6. Capital Structure: Details the authorized capital stock, par value, and initial subscriptions of each incorporator
7. Share Issuance and Transfer: Establishes procedures for issuing shares and restrictions on their transfer
8. Rights and Obligations of Shareholders: Outlines shareholder rights, voting procedures, and meeting requirements
9. Board of Directors: Specifies board composition, qualifications, election procedures, and powers
10. Officers: Defines officer positions, appointment procedures, and duties
11. Meetings and Procedures: Details requirements for shareholder and board meetings, including notice and quorum requirements
12. Financial Matters: Covers fiscal year, accounting records, and dividend policies
13. Termination and Dissolution: Specifies conditions and procedures for corporate dissolution
14. General Provisions: Includes standard clauses on notices, amendments, and governing law
1. Pre-incorporation Expenses: Details how expenses incurred before incorporation will be handled - include if there are substantial pre-incorporation costs
2. Foreign Ownership Provisions: Special provisions regarding foreign ownership limits and compliance - include if foreign investors are involved
3. Intellectual Property Rights: Provisions regarding ownership and transfer of IP to the corporation - include if IP assets are being transferred
4. Non-competition and Confidentiality: Restrictions on incorporators' competing activities - include for businesses with sensitive IP or market position
5. Tag-along and Drag-along Rights: Special share transfer provisions - include for corporations with significant investment components
6. Deadlock Resolution: Mechanisms for resolving shareholder disputes - include for corporations with equal shareholding
7. Management Provisions: Detailed management structure and responsibilities - include for complex organizational structures
1. Schedule A - Share Subscription Details: Detailed breakdown of initial share subscriptions by each incorporator
2. Schedule B - Assets Contribution: List of any assets being contributed to the corporation in exchange for shares
3. Schedule C - Initial Directors and Officers: List of initial directors and officers with their details
4. Schedule D - Special Rights and Restrictions: Detailed terms of any special share classes or rights
5. Appendix 1 - Form of Share Certificate: Template of the corporation's share certificate
6. Appendix 2 - Corporate By-laws: Complete set of corporate by-laws as required by Philippine law
7. Appendix 3 - Specimen Signatures: Specimen signatures of all incorporators and initial officers
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Retail
Financial Services
Real Estate
Healthcare
Education
Construction
Agriculture
Professional Services
Transportation
Hospitality
Mining
Energy
Telecommunications
Media and Entertainment
Relevant Teams
Legal
Corporate Secretariat
Compliance
Executive Leadership
Board of Directors
Corporate Governance
Finance
Risk Management
Business Development
Investment
Administration
Relevant Roles
Chief Executive Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Director
Corporate Governance Officer
Managing Director
Business Development Manager
Investment Manager
Risk Manager
Corporate Planning Officer
Startup Founder
Entrepreneur
Legal Administrator
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