Shareholders’ Agreement
Bayanihan Workflow Systems, Inc. · Ordinary private stock-corporation route · Template v0.2.0
PARTIES, PURPOSE, AND LIMITED EFFECT
This Shareholders’ Agreement (the “Agreement”) takes effect on August 31, 2026 among the shareholders listed below concerning Bayanihan Workflow Systems, Inc., SEC Registration No. CS202401234, with principal office at Unit 1204, Meridian Corporate Center, 30th Street, Bonifacio Global City, Taguig City 1634.
Purpose: Govern the long-term ownership, decision-making, funding, information access, transfer, succession, and exit relationship of two founders operating a Philippine business-to-business software company.
The Agreement governs only the parties’ contractual rights and how they exercise shareholder rights. It does not itself issue, subscribe, sell, endorse, deliver, cancel, redeem, or transfer a share; amend articles or bylaws; elect or remove a director; bind the Corporation when it is not a valid party; or replace a board, stockholder, SEC, BIR, PCC, regulator, court, or stock-and-transfer-book act required by law.
The parties represent that all issued and outstanding shares are held by signatories, subject to verification against the capitalization record.
No listed, public-offer, public-interest, regulated, foreign-corporation, OPC, or foreign-participation status is represented after the stated review. Current route: Ordinary private stock-corporation route.
No control transaction is represented as planned. A later acquisition, joint venture, drag sale, or control change requires a fresh PCC analysis using the thresholds and rules then effective.
CORPORATE RECORD AND CAPITALIZATION
Primary purpose and current business: Develop, license, implement, and support business workflow software and related professional services for Philippine and overseas enterprise customers.
Governing-record evidence: SEC-filed Articles of Incorporation dated 12 January 2024, Bylaws dated 15 February 2024, current 2026 GIS, and signed corporate books reconciled on 30 August 2026. The Corporation is not represented as a statutory close corporation.
As of August 30, 2026: Authorized capital of PHP 10,000,000 divided into 1,000,000 common voting shares with PHP 10 par value; no preferred, nonvoting, treasury, option, or convertible securities are outstanding. Issued and outstanding shares: 100,000; total voting shares: 100,000.
Stock and transfer book, certificate, subscription, lien, and transfer evidence: Stock and Transfer Book pages 1–4 records only Certificate Nos. 001 and 002, no cancellation, transfer, pledge, lien, adverse claim, option, or lost-certificate proceeding, reconciled to subscriptions and the general ledger.
The participating holders account for 100,000 shares (100.00% of issued and outstanding shares) and 100,000 voting shares (100.00% of total voting shares). Percentages are evidence calculations from the stated record, not a substitute for the stock and transfer book.
SHAREHOLDER SCHEDULE
Shareholder 1: Maria Elena Santos, individual, Filipino, of 24 Sampaguita Street, Barangay Sacred Heart, Quezon City 1103. Authority: Registered holder acting personally after government-ID, capacity, subscription, and stock-book verification. Holds 60,000 Common voting shares, of which 60,000 are voting shares. Fully paid according to verified subscription and corporate accounting records. Beneficial-owner record: Direct natural-person beneficial owner verified in the current corporate compliance record.
Shareholder 2: Ana Lucia Reyes, individual, Filipino, of 88 Acacia Avenue, Barangay Kapitolyo, Pasig City 1603. Authority: Registered holder acting personally after government-ID, capacity, subscription, and stock-book verification. Holds 40,000 Common voting shares, of which 40,000 are voting shares. Fully paid according to verified subscription and corporate accounting records. Beneficial-owner record: Direct natural-person beneficial owner verified in the current corporate compliance record.
CORPORATION AS PARTY
The Corporation joins only through Maria Elena Santos, President under this authority: Board Resolution No. 2026-18 adopted at a properly called meeting on 30 August 2026 authorizes the Corporation to sign the exact final agreement and perform only the stated corporate covenants.
Corporate covenants operate only within the Corporation’s lawful powers, valid approvals, governing documents, solvency and capital rules, fiduciary duties, and the rights of nonparties. A shareholder cannot promise a corporate act that the shareholder lacks power to cause.
BOARD, SHAREHOLDER VOTING, AND RESERVED MATTERS
Board composition: The articles state a three-director board. Maria may nominate one qualified candidate, Ana may nominate one, and both shareholders jointly nominate the independent third candidate, subject always to lawful election and removal by the shareholders.
Nomination and election: Each party votes its shares for the nominated candidates at a properly called election using the cumulative-voting rights required by law; vacancies, removal, disqualification, holdover, and replacement follow the Code, articles, bylaws, and valid corporate process.
Voting coordination: Before each shareholder vote, the parties receive the agenda and material records, consult in good faith, disclose conflicts, and vote their own shares consistently with the express reserved-matter commitments and mandatory law.
Reserved matters require 75% approval of the participating voting interests where the decision lawfully belongs to shareholders: Amendment of articles or bylaws; creation or issuance of shares, options, or convertibles; waiver of preemptive rights; merger, sale of substantially all assets, dissolution, or change of primary purpose; dividends outside policy; borrowing, guarantees, or security above PHP 2,000,000; related-party transactions; annual budget; material IP transfer; and litigation settlement above PHP 1,000,000, each acted on by the legally proper corporate body.
Notice, quorum, adjournment, and anti-boycott safeguards: Use the quorum in law and the valid articles or bylaws, give at least ten calendar days' notice with agenda and records, permit lawful remote participation, allow one adjournment for a failed quorum, and reconvene without eliminating any mandatory quorum or voting requirement.
For an ordinary corporation, the board exercises corporate powers and manages the business. The parties may coordinate lawful shareholder votes, but a contractual veto does not silently transfer statutory board discretion or validate an act lacking the required board or shareholder approval.