Company Bylaws For LLC in the Philippines are required under the Revised Corporation Code as a foundational document that establishes the internal governance framework of a corporation. This document becomes necessary immediately upon incorporation and must be filed with the Securities and Exchange Commission. The bylaws contain crucial provisions regarding corporate governance, including shareholder rights, board operations, officer responsibilities, and general corporate procedures. They serve as a reference point for resolving internal disputes and guiding corporate actions, while ensuring compliance with Philippine corporate law and regulations. The document is particularly important as it provides the structure for corporate decision-making and helps protect both the company and its stakeholders by clearly defining roles, responsibilities, and procedures.
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1. Article I - Corporate Name and Principal Office: States the official name of the corporation and location of its principal office
2. Article II - Purpose and Powers: Outlines the corporation's business purposes and general powers as permitted by law
3. Article III - Capital Stock: Details the authorized capital stock, classes of shares, and rights attached to different share classes
4. Article IV - Stockholders: Defines stockholder rights, voting procedures, meeting requirements, and quorum rules
5. Article V - Board of Directors: Establishes board composition, qualifications, powers, duties, and meeting procedures
6. Article VI - Officers: Specifies officer positions, appointment process, duties, and responsibilities
7. Article VII - Meetings: Details procedures for regular and special meetings of stockholders and board of directors
8. Article VIII - Corporate Records: Establishes requirements for maintaining corporate books, records, and minutes
9. Article IX - Dividends and Finances: Sets rules for dividend declaration, fiscal year, and financial management
10. Article X - Seal: Describes the corporate seal and its use
11. Article XI - Amendments: Establishes procedures for amending the bylaws
1. Article on Committees: Required when the corporation plans to establish standing committees like audit, nomination, or executive committees
2. Article on Branch Offices: Needed when the corporation plans to operate multiple offices or branches
3. Article on Indemnification: Added when the corporation wishes to provide specific indemnification provisions for directors and officers
4. Article on Stock Transfer: Required when the corporation needs specific procedures for share transfers, especially in closed corporations
5. Article on Corporate Social Responsibility: Added when the corporation wants to formalize its commitment to social responsibility
6. Article on Alternative Dispute Resolution: Included when the corporation wants to specify internal dispute resolution procedures
1. Schedule A - Initial Subscribers: List of initial stockholders with their shareholdings and contact information
2. Schedule B - Forms and Procedures: Standard forms for proxy voting, share transfers, and other corporate actions
3. Schedule C - Committee Charters: Detailed terms of reference for various board committees
4. Schedule D - Code of Corporate Governance: Detailed corporate governance guidelines and procedures
5. Schedule E - Organizational Structure: Detailed corporate organizational chart and reporting relationships
6. Appendix 1 - Secretary's Certificate: Template for secretary's certificates required for various corporate actions
7. Appendix 2 - Meeting Procedures: Detailed procedures for conducting stockholder and board meetings
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