The Articles of Organization and Certificate of Organization are essential documents required for corporate formation in the Philippines. These documents must be prepared and filed when establishing any new corporation under Philippine jurisdiction, in compliance with the Revised Corporation Code and SEC regulations. They contain critical information about the corporation's structure, including its name, purpose, capital, governance, and operational framework. The Articles of Organization establish the corporation's basic charter, while the Certificate of Organization, issued by the SEC, confirms the corporation's legal existence. These documents are particularly important as they serve as the foundation for all corporate activities and are frequently referenced for corporate governance, regulatory compliance, and business transactions. They must be carefully drafted to ensure compliance with Philippine law and to provide a solid foundation for the corporation's operations.
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1. Corporate Name and Address: The complete and exact corporate name as approved by the SEC and the specific address of the principal office
2. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation
3. Duration: Statement of corporate term duration (perpetual unless specified otherwise)
4. Capital Structure: Details of authorized capital stock, par value, and classes of shares if applicable
5. Incorporators and Directors: Names, nationalities, and addresses of incorporators and initial directors
6. Corporate Officers: Designation of initial officers of the corporation
7. Subscription and Payment of Capital: Details of share subscription and payment by incorporating stockholders
8. Corporate Powers: Enumeration of corporate powers and limitations
9. Board of Directors: Composition, qualifications, terms, and powers of the board
10. Stockholders Meetings: Provisions for regular and special meetings, quorum requirements, and voting rights
11. Amendments: Procedures for amending the Articles of Organization
1. Special Provisions: Additional provisions specific to regulated industries or special corporate types
2. Foreign Ownership Provisions: Required when foreign investors are involved, detailing ownership restrictions and compliance
3. Preferred Shares Rights: Detailed when the corporation has multiple share classes, specifying rights and privileges
4. Branch Office Provisions: Required when the corporation plans to establish branch offices
5. Corporate Seal: Description of corporate seal if the organization chooses to have one
6. Arbitration Clause: Provisions for dispute resolution through arbitration
7. Compliance Committee: Required for corporations in regulated industries or those choosing to establish such committee
1. Schedule A - Share Capital Details: Detailed breakdown of share classes, rights, and subscription information
2. Schedule B - Directors' Information: Comprehensive information about directors including their qualifications and shareholdings
3. Schedule C - Corporate Officers' Information: Detailed information about appointed officers and their responsibilities
4. Appendix 1 - SEC Submissions: List of required SEC forms and supporting documents
5. Appendix 2 - Tax Registrations: Details of tax registration requirements and supporting documents
6. Appendix 3 - Special Licenses: List of industry-specific permits and licenses if applicable
7. Appendix 4 - Corporate Governance Manual: Required for corporations meeting certain capital thresholds or in regulated industries
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