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Limited Company Agreement Template for Philippines

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Key Requirements PROMPT example:

Limited Company Agreement

"I need a Limited Company Agreement for a tech startup in Manila with three founding shareholders, including one foreign investor from Singapore, planning to start operations in March 2025. The agreement should include specific provisions for intellectual property protection and an employee stock option plan."

Document background
The Limited Company Agreement serves as the foundational document for establishing and operating a limited liability company in the Philippines. This document is essential when two or more parties wish to form a corporation under Philippine law, particularly under the framework of the Revised Corporation Code. It details the rights and obligations of shareholders, corporate governance structures, and operational procedures while ensuring compliance with Philippine regulatory requirements. The agreement is typically used during company formation or when restructuring existing corporate arrangements, and it must align with SEC regulations and other relevant Philippine laws. It provides crucial protection for shareholders' interests while establishing clear guidelines for company management and operation.
Suggested Sections

1. Parties: Identification of all founding shareholders/incorporators and the company being formed

2. Background: Context of the agreement and purpose of forming the company

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Company Formation: Details of company establishment, business purpose, and registered office

5. Share Capital and Initial Subscriptions: Authorized capital stock, par value, initial subscriptions, and payment terms

6. Rights and Obligations of Shareholders: Voting rights, dividend rights, and general obligations of shareholders

7. Board of Directors: Composition, appointment, removal, powers, and duties of the board

8. Shareholders Meetings: Procedures for regular and special shareholders' meetings, voting, and resolutions

9. Transfer of Shares: Rules and restrictions on share transfers, right of first refusal

10. Corporate Finance: Financial management, capital calls, dividend policy

11. Records and Accounts: Requirements for maintaining corporate records and financial statements

12. Confidentiality: Protection of company and shareholder confidential information

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Governing Law and Dispute Resolution: Applicable law and mechanisms for resolving disputes

15. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Pre-emptive Rights: Additional provisions for shareholders' rights to maintain ownership percentage in new share issuances

2. Tag-Along and Drag-Along Rights: Special provisions for share sales involving majority shareholders

3. Foreign Ownership Provisions: Required when foreign shareholders are involved, ensuring compliance with Philippine foreign ownership restrictions

4. Intellectual Property Rights: Necessary for companies with significant IP assets or technology focus

5. Non-Competition and Non-Solicitation: Restrictions on shareholders' competitive activities, if relevant to the business

6. Corporate Social Responsibility: Specific commitments to social and environmental responsibilities

7. Employee Stock Option Plan: Framework for implementing employee share ownership programs

8. Dead-lock Resolution: Specific procedures for resolving shareholder or board deadlocks in 50-50 ownership structures

Suggested Schedules

1. Schedule 1 - Initial Shareholders and Shareholdings: Detailed list of initial shareholders and their respective share subscriptions

2. Schedule 2 - Articles of Incorporation: Copy or key provisions of the Articles of Incorporation

3. Schedule 3 - By-Laws: Copy or key provisions of the corporate By-Laws

4. Schedule 4 - Board Resolutions: Initial board resolutions necessary for company operation

5. Schedule 5 - Business Plan: Initial business plan and financial projections

6. Schedule 6 - Key Management Positions: List of key management positions and initial appointees

7. Schedule 7 - Special Rights and Obligations: Detailed description of any special rights or obligations of specific shareholders

8. Schedule 8 - Reserved Matters: List of decisions requiring special majority or unanimous approval

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

Technology

Manufacturing

Retail

Professional Services

Financial Services

Real Estate

Healthcare

Education

Agriculture

Construction

Tourism

Food and Beverage

Transportation and Logistics

Energy

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Risk Management

Board of Directors

Corporate Secretariat

Investment

Business Development

Administrative

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Company Director

Compliance Officer

Corporate Governance Officer

Board Member

Managing Director

Finance Director

Business Development Manager

Risk Manager

Investment Manager

Company Administrator

Shareholder Relations 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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