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Articles Of Association Of One Person Company Template for Philippines

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Key Requirements PROMPT example:

Articles Of Association Of One Person Company

"I need Articles of Association of One Person Company for my tech startup in Manila, with specific provisions for protecting intellectual property and the possibility of converting to a multi-shareholder corporation by March 2025 when we plan to bring in investors."

Document background
The Articles of Association of One Person Company was introduced as a concept in the Philippines through the Revised Corporation Code (Republic Act No. 11232) in 2019, modernizing the country's corporate landscape. This document is essential when an individual wants to establish a corporation with a single shareholder while maintaining limited liability protection. It provides the legal framework for the company's existence, detailing everything from basic corporate information to succession planning. The document must be filed with the Securities and Exchange Commission and requires specific provisions including the nomination of successors, capital structure, and corporate governance mechanisms. It's particularly useful for entrepreneurs who want to formalize their business structure without the complexity of multiple shareholders, while still enjoying the benefits of corporate personality.
Suggested Sections

1. Name and Details of Single Shareholder: Identification and complete details of the sole shareholder including name, nationality, and residence

2. Corporate Name: The approved corporate name of the OPC including the suffix 'OPC'

3. Principal Office: Complete address of the principal office of the corporation

4. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation

5. Term of Existence: Duration of the corporation's existence (can be perpetual)

6. Capital Structure: Details of authorized capital stock, subscription, and payment by the single shareholder

7. Corporate Powers: Enumeration of the powers the corporation may exercise in furtherance of its business

8. Sole Director/President: Appointment and powers of the sole director who shall also be the president of the OPC

9. Corporate Officers: Designation of required officers including treasurer and secretary

10. Nominee and Alternate Nominee: Details of the nominated successor and alternate in case of death or incapacity of the single stockholder

11. Annual Meeting: Provisions for annual meeting requirements and procedures

12. Books and Records: Requirements for maintaining corporate books and records

13. Dissolution: Procedures and grounds for corporate dissolution

Optional Sections

1. Additional Business Rules: Specific operational rules and procedures unique to the business, used when the OPC has complex operations

2. Borrowing Powers: Specific provisions regarding the corporation's power to borrow money, used when the business plan involves significant financing

3. Branch Offices: Provisions for establishing branch offices, used when business expansion is planned

4. Corporate Seal: Description and rules regarding the corporate seal, used when the business requires formal documentation

5. Amendments: Specific procedures for amending the Articles of Association, used when more detailed amendment procedures are desired

6. Dispute Resolution: Specific procedures for resolving disputes, used when additional clarity on conflict resolution is needed

Suggested Schedules

1. Schedule A - Details of Initial Paid-Up Capital: Detailed breakdown of the initial capital contribution and payment schedule

2. Schedule B - Nominee Acceptance: Formal acceptance documents from the nominated successor and alternate

3. Schedule C - Principal Business Activities: Detailed description of the primary business activities and operations

4. Schedule D - Specimen Signatures: Specimen signatures of the single shareholder, nominee, and corporate officers

5. Appendix 1 - Initial Corporate Policies: Basic corporate policies and procedures for day-to-day operations

6. Appendix 2 - Required SEC Forms: Copies of completed SEC forms required for OPC registration

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 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

Retail

Professional Services

Technology

Manufacturing

Real Estate

Food and Beverage

Healthcare

Consulting

E-commerce

Import/Export

Agriculture

Financial Services

Relevant Teams

Legal

Compliance

Corporate Secretarial

Finance

Executive Leadership

Operations

Administrative

Regulatory Affairs

Relevant Roles

Business Owner

Entrepreneur

Corporate Secretary

Legal Counsel

Compliance Officer

Company Treasurer

Chief Executive Officer

Managing Director

Business Development Manager

Corporate Lawyer

Regulatory Affairs Manager

Company Registrar

Finance Director

Operations 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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