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Articles Of Incorporation Stock Corporation Template for Philippines

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Key Requirements PROMPT example:

Articles Of Incorporation Stock Corporation

"I need Articles of Incorporation Stock Corporation for a Philippine tech startup launching in March 2025, with provision for up to 40% foreign ownership and multiple share classes to accommodate venture capital investment."

Document background
Articles of Incorporation Stock Corporation is the primary document required to establish a corporation in the Philippines. It must be filed when founders wish to create a new corporate entity with the ability to issue shares of stock. The document is mandatory under the Revised Corporation Code of the Philippines and must be submitted to the Securities and Exchange Commission (SEC) as part of the incorporation process. It contains crucial information about the corporation's identity, purpose, capital structure, and governance, serving as the foundation for all corporate activities. The document is particularly important as it defines the corporation's legal personality, limits of authority, and relationships among stockholders, directors, and officers. Once approved by the SEC, it becomes the corporation's charter, governing its existence and operations throughout its corporate life.
Suggested Sections

1. Corporate Name: The complete and exact name of the corporation, which must include appropriate descriptors like 'Corporation', 'Incorporated', or 'Corp.'

2. Principal Office: The specific location of the principal office of the corporation, including complete address within the Philippines

3. Corporate Purpose: Specific statement of the primary and secondary purposes for which the corporation is formed

4. Corporate Term: Statement of the corporation's term of existence, which may be perpetual as allowed under the RCC

5. Founder Information: Names, nationalities, and residences of the incorporators

6. Capital Structure: Amount of authorized capital stock, number of shares, and par value per share

7. Subscription and Payment: Names, nationalities, and residences of original subscribers, amount subscribed and paid

8. Board of Directors: Number of directors, qualifications, terms of office, and manner of election

9. Corporate Officers: Identification of required officers and their roles (President, Secretary, Treasurer)

10. Execution: Signature portion for incorporators and witnesses, including acknowledgment before a notary public

Optional Sections

1. Pre-emptive Rights: Details of shareholders' pre-emptive rights to new issues of shares, used when the corporation wants to modify default statutory rights

2. Transfer Restrictions: Restrictions on the transfer of shares, used when the corporation wants to maintain control over share ownership

3. Arbitration Clause: Provision for dispute resolution through arbitration, recommended for corporations expecting complex shareholder relationships

4. Foreign Ownership Provisions: Specific provisions regarding foreign ownership limitations, required when the corporation operates in nationally restricted industries

5. Special Voting Rights: Provisions for different classes of shares and their voting rights, used when creating preferred shares or multiple share classes

6. Board Committees: Establishment of specific board committees, recommended for larger corporations or those in regulated industries

Suggested Schedules

1. Schedule A - Share Capital Details: Detailed breakdown of share classes, rights, and restrictions attached to each class of shares

2. Schedule B - Subscriber Information: Complete details of initial subscribers including their tax identification numbers and extent of shareholding

3. Schedule C - Secondary Purposes: Detailed list of secondary business purposes if not fully contained in the main document

4. Schedule D - Initial Directors and Officers: Complete information about initial directors and officers including their personal details and qualifications

5. Appendix 1 - Board Resolution: Initial organizational resolutions of the board of directors

6. Appendix 2 - Treasurer's Affidavit: Sworn statement by the Treasurer regarding the paid-up capital

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

Manufacturing

Technology

Retail

Financial Services

Real Estate

Healthcare

Professional Services

Energy

Transportation

Agriculture

Education

Construction

Hospitality

Mining

Telecommunications

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Risk Management

Administrative

Executive Leadership

Business Development

Investor Relations

Relevant Roles

Chief Executive Officer

Corporate Secretary

Chief Financial Officer

Legal Counsel

Compliance Officer

Board Director

Corporate Treasurer

Managing Director

Company President

Vice President for Legal Affairs

Corporate Governance Officer

Risk Management Officer

Investor Relations Manager

Business Development Manager

Administrative Officer

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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