Profit Articles of Incorporation are required for any business seeking to establish itself as a corporation in the Philippines. This document must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and serves as the foundation for the corporation's legal existence. The Articles must comply with the Revised Corporation Code of the Philippines (RA 11232) and various SEC regulations, containing crucial information such as the corporation's name, purpose, capital structure, and governance framework. This document is particularly important as it defines the corporation's powers, limitations, and basic rights of shareholders, while also serving as a reference point for future corporate actions and decisions. It's a permanent record that can only be modified through formal amendment procedures, making it essential for the corporation's entire lifetime.
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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
Relevant legal definitions
Clauses
Relevant Industries
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
Relevant Teams
Legal
Corporate Secretariat
Executive Leadership
Board of Directors
Compliance
Finance
Risk Management
Corporate Governance
Investor Relations
Administrative
Relevant Roles
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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