Property Management Company Articles of Association are essential incorporating documents required for establishing and operating a property management company in the Philippines. This document is mandatory under the Revised Corporation Code of the Philippines and must be filed with the Securities and Exchange Commission (SEC) during company registration. It contains crucial information about the company's structure, governance, shareholder rights, and operational framework, particularly tailored for property management services. The document is used when incorporating a new property management company or amending an existing company's fundamental structure. It serves as a reference point for corporate governance, dispute resolution, and compliance with Philippine regulatory requirements, including specific provisions for property management operations, real estate services, and corporate administration.
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1. Name and Principal Office: States the corporate name and principal office location of the property management company
2. Purpose and Objectives: Defines the company's primary business purposes and scope of property management services
3. Capital Structure: Details the authorized capital stock, par value, and share classifications
4. Shareholders: Rights, obligations, and restrictions relating to shareholding
5. Board of Directors: Composition, qualifications, powers, and responsibilities of the board
6. Officers: Roles, responsibilities, and appointment procedures for corporate officers
7. Meetings: Procedures for stockholders' and board meetings, including notice requirements and quorum
8. Financial Provisions: Fiscal year, audits, and dividend policies
9. Seal: Description and usage of the corporate seal
10. Amendments: Procedures for amending the Articles of Association
11. Dissolution: Procedures and circumstances for corporate dissolution
1. Special Share Classes: Used when creating preferred shares or multiple share classes with different rights
2. External Management Agreements: Include when the company plans to outsource certain management functions
3. Branch Offices: Required when the company plans to operate multiple offices across different locations
4. Technology and Systems: Include when the company uses specific property management software or systems
5. Environmental Policy: Add when the company focuses on green building management or sustainable practices
6. Foreign Ownership Provisions: Required when foreign investment is anticipated or allowed
1. Schedule 1: Initial Subscribers: List of founding shareholders with their corresponding subscriptions
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes and rights
3. Schedule 3: Board Committees: Structure and terms of reference for various board committees
4. Schedule 4: Property Management Services: Detailed list of services offered by the company
5. Schedule 5: Professional Licenses: Required professional certifications and licenses
6. Appendix A: Forms: Standard forms for share transfers, proxy voting, and other corporate actions
7. Appendix B: Corporate Governance Manual: Detailed governance procedures and policies
8. Appendix C: Organizational Structure: Detailed organizational chart and reporting lines
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