Generic Articles of Incorporation are required when establishing any corporation in the Philippines, serving as the fundamental document that brings the legal entity into existence. This document must be filed with the Securities and Exchange Commission (SEC) and comply with the Revised Corporation Code of the Philippines (RCC). It contains critical information about the corporation's structure, including its name, purpose, capital structure, and governance framework. The Generic Articles of Incorporation are particularly important as they establish the basic rights and obligations of the corporation, its shareholders, and directors. Used during the initial registration process, this document forms part of the corporation's permanent records and may need amendments as the business evolves, subject to SEC approval. It must reflect any industry-specific requirements, foreign ownership restrictions, and other regulatory compliance matters applicable under Philippine law.
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1. Article I - Name of Corporation: The complete and exact corporate name, which must comply with SEC naming regulations and include 'Corporation', 'Incorporated', or 'Inc.'
2. Article II - Purpose Clause: Primary and secondary purposes of the corporation, detailing the business activities it will engage in
3. Article III - Principal Office: Complete address of the principal office, which must be located within the Philippines
4. Article IV - Term of Existence: Duration of corporate existence (typically perpetual under the RCC unless specifically limited)
5. Article V - Names, Nationalities, and Residences of Incorporators: Details of incorporators (minimum of 2, maximum of 15), including their names, nationalities, and residences
6. Article VI - Capital Structure: Authorized capital stock, par value, and classes of shares if applicable
7. Article VII - Subscribers and Share Subscription: Names of subscribers, their nationalities, and the number of shares subscribed and paid
8. Article VIII - Board of Directors: Number of directors, qualifications, term of office, and manner of election
9. Article IX - Corporate Officers: List of corporate officers, their duties, and manner of election/appointment
1. Article on Foreign Ownership Limitations: Required when the corporation operates in a nationally regulated industry with foreign ownership restrictions
2. Article on Professional Practice: Required for professional corporations (e.g., law firms, accounting firms) specifying professional requirements and limitations
3. Article on Founder's Shares: Optional provisions for special rights or privileges granted to founders or original incorporators
4. Article on Arbitration: Optional provision for dispute resolution through arbitration
5. Article on Pre-emptive Rights: Optional detailed provisions regarding shareholders' pre-emptive rights to subscribe to additional issues of shares
1. Schedule A - Subscriber Information: Detailed information about subscribers including payment terms and subscription agreements
2. Schedule B - Capital Structure Details: Detailed breakdown of share classes, rights, and privileges if multiple share classes exist
3. Schedule C - Secondary Purposes: Detailed list of secondary business purposes if too extensive to include in main document
4. Appendix 1 - Treasurer's Affidavit: Sworn statement by the Treasurer regarding paid-up capital
5. Appendix 2 - Foreign Investment Compliance: Documentation of compliance with foreign investment regulations if applicable
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