To invest in, acquire by purchase, subscription or otherwise, own, hold, manage, administer, control, transfer, sell, assign or otherwise dispose of shares of stock, equity interests, participations, bonds, securities and other ownership interests in domestic or foreign corporations, partnerships, joint ventures and other business entities, and to exercise all rights, powers and privileges incidental to such ownership, including voting rights, participation in corporate governance, policy-making, strategic direction and management oversight of its subsidiaries, affiliates and investee companies; and to establish, organize, acquire, develop and maintain subsidiary corporations and affiliated business entities engaged in lawful commercial, industrial, agricultural, agroforestry, biotechnology, agribusiness, manufacturing, processing, extraction, research and development, information technology, real estate and other related business activities, subject to applicable laws, rules and regulations.
Provided, that the Corporation shall not engage in the business of an investment company, securities dealer, broker or investment house, nor solicit, accept or take investments or placements from the public or issue investment contracts, unless duly authorized and licensed by the appropriate government regulatory authorities.
Secondary purposes
1. Corporate Management and Administration – To provide management, administrative, strategic planning, financial coordination and corporate support services to its subsidiaries and affiliates.
2. Business Development and Investments – To establish, participate in, acquire, merge with or enter into lawful joint ventures, strategic alliances and partnerships with domestic and foreign business entities.
3. Financing and Capital Management – To borrow or raise funds from banks, financial institutions, stockholders and other lawful sources, and to provide financial support to subsidiaries and affiliates, subject to applicable laws and licensing requirements.
4. Intellectual Property Management – To acquire, own, register, license, protect and commercialize trademarks, patents, copyrights, technologies, proprietary systems and other intellectual property rights.
5. Property and Asset Management – To acquire, own, lease, hold, manage and dispose of real and personal properties necessary or incidental to its corporate purposes, subject to applicable laws.
6. Incidental Corporate Activities – To perform all lawful acts necessary, convenient or incidental to the attainment of the foregoing purposes.
Recommended corporate group structure
Parent Corporation:
CROWN AGARWOOD GROUP INC. – Holding Company / Investment and Corporate Governance
Subsidiary ownership and strategic oversight:
Crown Agroforestry Plantations Inc. – Plantations & agroforestry
Crown Organogenesis Protocols Inc. – Biotechnology & micropropagation
Crown BioGrow Technologies Inc. – Biofertilizers & biological products
Crown Extraction Solutions, Inc. – Processing & extraction
Aetherial Natural Oils Corp. – Consumer products & fragrances
Crown AgriTech Solutions Inc. – Digital agriculture & technology
Important SEC registration considerations
Under Section 13 of the Revised Corporation Code (RA 11232), the Articles of Incorporation must specify the corporation’s purposes and distinguish the primary purpose from its secondary purposes.
- Primary business classification: Holding Company, subject to SEC’s applicable industry classification.
- Corporate form: Domestic stock corporation.
- Main business activity: Investment holding and ownership of subsidiaries.
- Business model: Parent holding company with separately incorporated operating subsidiaries.
The SEC has also emphasized that a holding company must not conduct unauthorized public investment-taking activities. Securities and Exchange Commission