The Certificate of Incorporation for LLC-type entities in the Philippines is a fundamental document required under the Revised Corporation Code of the Philippines for establishing a corporate entity. While the Philippines doesn't have a specific LLC structure like the United States, corporations can be structured to operate similarly. This document must be filed with the Securities and Exchange Commission (SEC) and serves as the primary charter that brings the corporation into legal existence. It contains crucial information including corporate name, purpose, principal office location, capital structure, and details of incorporators and directors. The certificate is essential for businesses seeking to operate with limited liability protection and must comply with various regulatory requirements including minimum capitalization, ownership restrictions (especially for foreign investors), and industry-specific regulations. It forms the foundation for all subsequent corporate actions and is required for opening bank accounts, obtaining permits, and conducting business operations.
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1. Corporate Name: The complete and approved corporate name, including a declaration that it complies with naming regulations and has been reserved with the SEC
2. Principal Office: 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
4. Term of Existence: Statement of the corporation's term of existence (typically perpetual under the Revised Corporation Code)
5. Capital Structure: Details of authorized capital stock, par value, and classes of shares if applicable
6. Names and Details of Incorporators: Names, nationalities, and addresses of all incorporators, who must be at least 2 and not more than 15 natural persons
7. Board of Directors: Number of directors, their qualifications, terms, and initial board members
8. Subscription and Payment of Capital: Details of share subscriptions by incorporators and payment of subscribed shares
9. Corporate Officers: Names and positions of initial corporate officers
10. Fiscal Year: Specification of the corporation's fiscal year
1. Foreign Ownership Provisions: Required if the corporation will have foreign investors, specifying compliance with foreign ownership restrictions
2. Special Provisions: Any special provisions relating to corporate governance, voting rights, or transfer restrictions
3. Branch Offices: Information about branch offices if the corporation plans to establish them
4. Arbitration Clause: Provisions for dispute resolution through arbitration
5. Specific Industry Compliance: Required for regulated industries like banking or insurance, including specific regulatory compliance statements
1. Schedule A - Share Capital Details: Detailed breakdown of share classes, rights, and privileges
2. Schedule B - Subscriber Information: Complete details of share subscribers including their tax identification numbers and subscription amounts
3. Schedule C - Board Resolution: Initial board resolutions adopting the by-laws and appointing officers
4. Appendix 1 - By-Laws: Complete corporate by-laws detailing governance procedures
5. Appendix 2 - Treasurer's Affidavit: Sworn statement by the Treasurer regarding paid-up capital
6. Appendix 3 - Tax Identification Documents: Copies of tax identification documents for incorporators and the corporation
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