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Corporation Law

What are the General Provisions in the Revised Corporation Code of the Philipines?

TITLE I: GENERAL PROVISIONS

DEFINITIONS AND CLASSIFICATIONS

Section 1. Title of the Code. – This Code shall be known as the “Revised Corporation Code of the Philipines”.

Section 2. Corporation Defined. – A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incidental to its existence.

Section 3. Classes of Corporations. – Corporations formed or organized under this Code may be stock or nonstock corporations. Stock corporations are those which have capital stock divided into shares and are authorized to distribute to the holders of such shares, dividends, or allotments of the surplus profits on the basis of the shares held. All other corporations are nonstock corporations.

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Corporation Law One Person Corporation

Applicability of Provisions to One Person Corporations – Section 115, RA 11232 – Revised Corporation Code of the Philipines

Section 115. Applicability of Provisions to One Person Corporations. – The provisions of this Title shall primarily apply to One Person Corporations. Other provisions of this Code apply suppletorily, except as otherwise provided in this Title.

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Corporation Law One Person Corporation

One Person Corporation – Section 116, RA 11232 – Revised Corporation Code of the Philipines

Section 116. One Person Corporation. – A One Person Corporation is a corporation with a single stockholder: Provided, That only a natural person, trust, or an estate may form a One Person Corporation.

Banks and quasi-banks, preneed, trust, insurance, public and publicly-listed companies, and non-chartered government-owned and -controlled corporations may not incorporate as One Person Corporations: Provided, further, That a natural person who is licensed to exercise a profession may not organize as a One Person Corporation for the purpose of exercising such profession except as otherwise provided under special laws.

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Corporation Law One Person Corporation

Minimum Capital Stock Not Required for One Person Corporation – Section 117, RA 11232 – Revised Corporation Code of the Philipines

Section 117. Minimum Capital Stock Not Required for One Person Corporation. – A One Person Corporation shall not be required to have a minimum authorized capital stock except as otherwise provided by special law.

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Corporation Law One Person Corporation

Articles of Incorporation – Section 118, RA 11232 – Revised Corporation Code of the Philipines

Section 118. Articles of Incorporation. – A One Person Corporation shall file articles of incorporation in accordance with the requirements under Section 14 of this Code. It shall likewise substantially contain the following:

(a) If the single stockholder is a trust or an estate, the name, nationality, and residence of the trustee, administrator, executor, guardian, conservator, custodian, or other person exercising fiduciary duties together with the proof of such authority to act on behalf of the trust or estate; and

(b) Name, nationality, residence of the nominee and alternate nominee, and the extent, coverage and limitation of the authority.

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Corporation Law One Person Corporation

Bylaws – Section 119, RA 11232 – Revised Corporation Code of the Philipines

Section 119. Bylaws. – The One Person Corporation is not required to submit and file corporate bylaws.

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Corporation Law One Person Corporation

Display of Corporate Name – Section 120, RA 11232 – Revised Corporation Code of the Philipines

Section 120. Display of Corporate Name. – A One Person Corporation shall indicate the letters “OPC” either below or at the end of its corporate name.

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Corporation Law One Person Corporation

Single Stockholder as Director, President – Section 121, RA 11232 – Revised Corporation Code of the Philipines

Section 121. Single Stockholder as Director, President. – The single stockholder shall be the sole director and president of the One Person Corporation.

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Corporation Law One Person Corporation

Treasurer, Corporate Secretary, and Other Officers – Section 122, RA 11232 – Revised Corporation Code of the Philipines

Section 122. Treasurer, Corporate Secretary, and Other Officers. – Within fifteen (15) days from the issuance of its certificate or incorporation, the One Person Corporation shall appoint a treasurer, corporate secretary, and other officers as it may deem necessary, and notify the Commission thereof within five (5) days from appointment.

The single stockholder may not be appointed as the corporate secretary.

A single stockholder who is likewise the self-appointed treasurer of the corporation shall give a bond to the Commission in such a sum as may be required: Provided, That the said stockholder/treasurer shall undertake in writing to faithfully administer the One person Corporation’s funds to be received as treasurer, and to disburse and invest the same according to the articles of incorporation as approved by the Commission. The bond shall be renewed every two (2) years or as often as may be required.

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Corporation Law One Person Corporation

Special Functions of the Corporate Secretary – Section 123, RA 11232 – Revised Corporation Code of the Philipines

Section 123. Special Functions of the Corporate Secretary. – In addition to the functions designated by the One Person Corporation, the corporate secretary shall:

(a) Be responsible for maintaining the minutes book and/or records of the corporation;

(b) Notify the nominee or alternate nominee of the death or incapacity of the single stockholder, which notice shall be given no later than five (5) days from such occurrence;

(c) Notify the Commission of the death of the single stockholder within five (5) days from such occurrence and stating in such notice the names, residence addresses, and contact details of all known legal heirs; and

(d) Call the nominee or alternate nominee and the known legal heir to meeting and advise the legal heirs with regard to, among others, the election of a new director, amendment of the articles of incorporation, and other ancillary and/or consequential matters.