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Memorandum And Articles Of Association Of General Trading Company Template for Philippines

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Key Requirements PROMPT example:

Memorandum And Articles Of Association Of General Trading Company

"I need a Memorandum and Articles of Association of General Trading Company for a Philippine corporation to be established by March 2025, with 40% foreign ownership, focusing on import/export of agricultural products, and including specific provisions for online trading operations."

Document background
The Memorandum and Articles of Association of General Trading Company is a crucial incorporation document required under Philippine law when establishing a trading company. It serves as the company's constitution and is filed with the Securities and Exchange Commission (SEC) as part of the incorporation process. This document is mandatory under the Revised Corporation Code of the Philippines and must be prepared when forming any new trading corporation or modifying an existing one's structure. It contains essential information about the company's objectives, capital structure, governance framework, and operational rules. The document is particularly important for trading companies as it needs to address specific requirements related to import/export activities, foreign ownership limitations, and compliance with various trading regulations. It forms the basis for all corporate actions and serves as a reference point for resolving internal disputes or questions about corporate governance.
Suggested Sections

1. Name and Registered Office: States the company name and complete address of the registered office in the Philippines

2. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation, focusing on general trading activities

3. Capital Structure: Details of authorized capital stock, par value, and classification of shares

4. Names, Nationalities, and Residences of Incorporators: Information about the founding members as required by the RCC

5. Duration: Period for which the corporation will exist (can be perpetual under the RCC)

6. Board of Directors: Composition, qualifications, election process, terms, and powers of the board

7. Officers: Positions, appointments, duties, and responsibilities of corporate officers

8. Stockholders: Rights, voting powers, and meeting procedures for stockholders

9. Shares and Share Capital: Classes of shares, rights attached, transfer restrictions, and share issuance procedures

10. Meetings and Procedures: Rules for conducting board and stockholder meetings, including notice requirements and quorum

11. Financial Provisions: Fiscal year, accounting requirements, audit provisions, and dividend policies

12. Seal: Description and use of the corporate seal

13. Amendments: Procedures for amending the Memorandum and Articles of Association

14. Dissolution: Procedures for voluntary dissolution and liquidation

Optional Sections

1. Pre-emptive Rights: Detailed provisions on shareholders' rights to purchase new shares before they are offered to others - include if shareholders want enhanced protection

2. Tag-Along Rights: Provisions protecting minority shareholders in case of sale by majority - include for companies with significant minority shareholders

3. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in the sale of the company - include for potential future exit strategies

4. Anti-Dilution Provisions: Protections against dilution of shareholding - include if requested by major investors

5. Foreign Ownership Provisions: Specific provisions dealing with foreign ownership limitations - include if foreign investment is expected

6. Arbitration Clause: Detailed dispute resolution procedures - include if shareholders prefer arbitration over court proceedings

7. Special Board Committees: Establishment and governance of special committees - include for larger corporations requiring specific oversight

8. Corporate Social Responsibility: Provisions for CSR activities and environmental protection - include if company wishes to emphasize social responsibility

Suggested Schedules

1. Schedule 1: Initial Subscribers: Details of initial shareholders including names, addresses, and number of shares subscribed

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and restrictions

3. Schedule 3: Initial Directors: List of first directors and their details

4. Schedule 4: Corporate Governance Guidelines: Detailed corporate governance procedures and policies

5. Schedule 5: Board Committee Charters: Terms of reference for various board committees

6. Appendix A: Form of Share Certificate: Template of the company's share certificate

7. Appendix B: Proxy Form: Standard form for appointing proxies for meetings

8. Appendix C: Related Party Transaction Policy: Procedures for handling related party transactions

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

General Trading

Import/Export

Wholesale Distribution

Retail

E-commerce

Manufacturing

Logistics and Supply Chain

Consumer Goods

Industrial Products

Commodities Trading

International Trade

Relevant Teams

Legal

Compliance

Corporate Secretariat

Board of Directors

Executive Management

Finance

Risk Management

Corporate Governance

Shareholder Relations

Trade Operations

Business Development

Relevant Roles

Chief Executive Officer

Managing Director

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Financial Officer

Board Director

Company Secretary

Trade Operations Manager

Risk Manager

Corporate Governance Officer

Shareholder Relations Manager

General Counsel

Trading Director

Business Development 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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