The Charter Certificate of Incorporation is a mandatory document required for establishing a corporation in the Philippines. It serves as the foundation document that brings the corporation into legal existence and is filed with the Securities and Exchange Commission (SEC). This document is essential when entrepreneurs or businesses wish to create a new corporate entity, requiring careful preparation to ensure compliance with the Revised Corporation Code of the Philippines and various SEC regulations. The certificate includes crucial information about the corporation's identity, purpose, capital structure, governance, and operations. It must be prepared and filed alongside other required documents such as the Articles of Incorporation and By-laws. The document remains relevant throughout the corporation's existence and may need amendments as the business evolves or when regulatory requirements change.
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1. Corporate Name: The complete and exact corporate name that has been approved and reserved with the SEC
2. Principal Office: Complete address of the corporation's principal office in the Philippines
3. Corporate Purpose: Detailed description of the primary and secondary purposes of the corporation
4. Capital Structure: Details of authorized capital stock, par value, and classes of shares if applicable
5. Names and Details of Incorporators: Names, nationalities, and addresses of incorporators who must own/subscribe to shares
6. Board of Directors: Number of directors, qualifications, terms of office, and initial board members
7. Corporate Officers: Designation of required officers (President, Secretary, Treasurer) and their roles
8. Share Subscription: Details of share subscription and paid-up capital by the incorporators
9. Corporate Term: Duration of corporate existence (typically perpetual unless specified otherwise)
10. By-Laws Reference: Statement adopting by-laws and procedure for amendment
1. Foreign Ownership Provisions: Required when foreign investors are involved, specifying compliance with foreign ownership restrictions
2. Specific Industry Compliance: Required for regulated industries like banking, insurance, or telecommunications
3. Branch Office Provisions: Included when the corporation plans to establish branch offices
4. Special Rights and Privileges: When there are multiple share classes with different voting or dividend rights
5. Corporate Seal Provisions: Specific requirements for the corporate seal if the corporation chooses to have one
6. Arbitration Clause: Optional provision for dispute resolution through arbitration
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, rights, and distribution
2. Schedule B - Initial Subscribers: Complete details of initial share subscribers including number and class of shares
3. Schedule C - Board Resolution: Initial board resolutions adopted during incorporation
4. Schedule D - Special Provisions: Any special provisions or restrictions on corporate powers
5. Appendix 1 - Corporate Structure Chart: Visual representation of corporate ownership structure
6. Appendix 2 - Required Government Certificates: Copies of SEC clearances, name verification, and other required certificates
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