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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.

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Corporation Law One Person Corporation

Nominee and Alternate Nominee – Section 124, RA 11232 – Revised Corporation Code of the Philipines

Section 124. Nominee and Alternate Nominee. – The single stockholder shall designate a nominee and an alternate nominee who shall, in the event of the single stockholder’s death or incapacity, take the place of the single stockholder as director and shall manage the corporation’s affairs.

The articles of incorporation shall state the names, residence addresses and contact details of the nominee and alternate nominee, as well as the extent and limitations of their authority in managing the affairs of the One Person Corporation.

The written consent of the nominee and alternate nominee shall be attached to the application for incorporation. Such consent may be withdrawn in writing any time before the death or incapacity of the single stockholder.

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Bill of Rights

Section 1: Bill of Rights

SECTION 1. No person shall be deprived of life, liberty, or property without due process of law, nor shall any person be denied the equal protection of the laws.

Let Us Memorize the Bill of Rights Section 1

ARTICLE III Bill of Rights

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Bill of Rights

Sec. 2, Bill of Rights

SECTION 2. The right of the people to be secure in their persons, houses, papers, and effects against unreasonable searches and seizures of whatever nature and for any purpose shall be inviolable, and no search warrant or warrant of arrest shall issue except upon probable cause to be determined personally by the judge after examination under oath or affirmation of the complainant and the witnesses he may produce, and particularly describing the place to be searched and the persons or things to be seized.

Let us memorize the Bill of Rights, Section 2


ARTICLE III Bill of Rights

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Bill of Rights

Sec. 3, Bill of Rights

SECTION 3. (1) The privacy of communication and correspondence shall be inviolable except upon lawful order of the court, or when public safety or order requires otherwise as prescribed by law.

(2) Any evidence obtained in violation of this or the preceding section shall be inadmissible for any purpose in any proceeding.

Let us memorize the Bill of Rights, Section 3


ARTICLE III Bill of Rights

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