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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."
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
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
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
General Trading
Import/Export
Wholesale Distribution
Retail
E-commerce
Manufacturing
Logistics and Supply Chain
Consumer Goods
Industrial Products
Commodities Trading
International Trade
Legal
Compliance
Corporate Secretariat
Board of Directors
Executive Management
Finance
Risk Management
Corporate Governance
Shareholder Relations
Trade Operations
Business Development
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
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