The Memorandum of Association of Trading Company is a mandatory constitutional document required for incorporating a trading company in the Philippines. It must be filed with the Securities and Exchange Commission (SEC) as part of the incorporation process and serves as the company's charter, defining its powers, purposes, and limitations. This document is essential when establishing a new trading enterprise or converting an existing business into a corporation in the Philippines. It contains crucial information about the company's capital structure, corporate objectives, governance framework, and compliance with Philippine regulations. The content must align with the Revised Corporation Code of the Philippines and other relevant legislation, making it a vital reference point for shareholders, directors, and regulatory authorities throughout the company's existence.
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1. Corporate Name: States the complete and exact corporate name, ensuring compliance with naming regulations under Philippine law
2. Principal Office: Specifies the 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, specifically outlining trading activities
4. Capital Structure: Details of authorized capital stock, par value, and different classes of shares if applicable
5. Names, Nationalities, and Residences of Incorporators: List of incorporators with their required personal details and signatures
6. Number of Directors: Specifies the number of directors and their qualifications
7. Corporate Term: States the duration of corporate existence (may be perpetual under the Revised Corporation Code)
8. Subscription and Payment of Capital: Details of share subscriptions by incorporators and payment terms
9. Corporate Powers: Enumeration of the powers the corporation may exercise to achieve its purposes
10. Compliance with Requirements: Declaration of compliance with requirements under Philippine laws
1. Pre-emptive Rights: Include when shareholders are to be given priority rights to subscribe to additional share issuances
2. Transfer Restrictions: Add when there are specific restrictions on the transfer of shares
3. Foreign Ownership Provisions: Include when the company expects foreign investment or needs to comply with foreign ownership restrictions
4. Arbitration Clause: Add when parties prefer dispute resolution through arbitration rather than courts
5. Special Voting Rights: Include when creating different classes of shares with varying voting rights
6. Branch Offices: Add when the corporation plans to establish branch offices within or outside the Philippines
1. Schedule A - Share Capital Details: Detailed breakdown of share classes, rights, and privileges
2. Schedule B - Incorporators' Share Subscriptions: Detailed list of initial share subscriptions and payments by incorporators
3. Schedule C - Secondary Purposes: Detailed list of secondary business activities if not fully contained in main text
4. Schedule D - Initial Directors: List of initial directors with their qualifications and contact details
5. Schedule E - Special Provisions: Any special provisions or restrictions on corporate powers
6. Appendix 1 - Treasurer's Affidavit: Sworn statement regarding the payment of subscribed shares
7. Appendix 2 - Corporate Secretary's Certificate: Certification of the adoption of the Memorandum of Association
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