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Articles Of Incorporation Close Corporation
"I need Articles of Incorporation for a Close Corporation in the Philippines for a family-owned restaurant business with 5 family member shareholders, with strict share transfer restrictions and a planned incorporation date of March 15, 2025."
1. Article I - Corporate Name: States the complete corporate name that has been approved by the SEC
2. Article II - Purpose Clause: Details the primary and secondary purposes of the corporation
3. Article III - Principal Office: Specifies the complete address of the corporation's principal office
4. Article IV - Term of Existence: States the duration of corporate existence (perpetual unless specified otherwise)
5. Article V - Founders and Directors: Names and addresses of the original founders/stockholders and initial board of directors
6. Article VI - Capital Structure: Details of authorized capital stock, par value, and classes of shares
7. Article VII - Subscription and Payment: Information about share subscriptions and payments by the incorporating stockholders
8. Article VIII - Close Corporation Requirements: Specific provisions identifying the entity as a close corporation and restrictions on share transfers
9. Article IX - Corporate Officers: Designation of required officers and their roles
10. Article X - Fiscal Year: Specification of the corporation's fiscal year
1. Article on Preemptive Rights: Include when stockholders are to be given preemptive rights to subscribe to additional share issuances
2. Article on Foreign Ownership Limitations: Required when the corporation operates in a nationality-restricted industry
3. Article on Arbitration: Include when shareholders want to specify alternative dispute resolution mechanisms
4. Article on Stockholders' Agreement: Include when incorporating an existing stockholders' agreement into the Articles
5. Article on Special Corporate Powers: Include when the corporation needs specific powers beyond standard corporate powers
1. Schedule A - Share Subscription Details: Detailed breakdown of share subscriptions by each incorporating stockholder
2. Schedule B - Secondary Purposes: Detailed list of secondary business purposes if not fully contained in main document
3. Schedule C - List of Assets: If assets are being transferred to the corporation upon incorporation
4. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding the payment and custody of capital stock subscription
5. Appendix 2 - Authority to Verify Bank Account: Authorization for SEC to verify paid-up capital in bank
Authors
Family Business
Professional Services
Real Estate
Manufacturing
Retail
Technology
Healthcare
Agriculture
Construction
Food and Beverage
Consulting
Trading
Education
Legal
Compliance
Corporate Secretariat
Executive Leadership
Finance
Corporate Governance
Administrative
Risk Management
Chief Executive Officer
Company President
Corporate Secretary
Legal Counsel
Compliance Officer
Chief Financial Officer
Board Director
Corporate Treasurer
Managing Director
Business Owner
Founding Partner
General Counsel
Company Registrar
Governance Officer
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