Legal Answers

Brief Answers to Specific Questions about Philippine Law

What are the requirements and vote for a religious society to incorporate?

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What are the requirements and vote for a religious society to incorporate? A religious society may incorporate upon the written consent and/or by an affirmative vote at a meeting called for the purpose of at least two-thirds (2/3) of its membership (SEC. 114, Revised Corporation Code of the Philippines). This incorporation is intended for the […]

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Who may form a One Person Corporation (OPC), and what restrictions apply to the incorporator?

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Who may form a One Person Corporation (OPC), and what restrictions apply to the incorporator? A One Person Corporation (OPC) is defined as a corporation with a single stockholder (SEC. 116, Revised Corporation Code of the Philippines). Only a natural person, a trust, or an estate may form an OPC, restricting its use by other

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What officer positions are automatically assumed by the single stockholder in a One Person Corporation?

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What officer positions are automatically assumed by the single stockholder in a One Person Corporation? In a One Person Corporation, the single stockholder shall automatically be the sole director and president of the corporation (SEC. 121, Revised Corporation Code of the Philippines). This consolidation of directorial and executive power is a hallmark of the OPC

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What financial requirement is imposed on a single stockholder who acts as the self-appointed treasurer of an OPC?

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What financial requirement is imposed on a single stockholder who acts as the self-appointed treasurer of an OPC? The single stockholder of a One Person Corporation may, in certain cases, appoint themselves as the treasurer of the corporation (SEC. 122, Revised Corporation Code of the Philippines). If the single stockholder is the self-appointed treasurer, they

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What are two special functions of the Corporate Secretary in a One Person Corporation related to the single stockholder’s status?

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What are two special functions of the Corporate Secretary in a One Person Corporation related to the single stockholder’s status? The corporate secretary in a One Person Corporation has special functions beyond typical secretarial duties related to the single stockholder’s status (SEC. 123, Revised Corporation Code of the Philippines). They are responsible for notifying the

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What is the purpose of designating a nominee and an alternate nominee in a One Person Corporation?

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What is the purpose of designating a nominee and an alternate nominee in a One Person Corporation? The single stockholder must designate both a nominee and an alternate nominee, and their purpose is to ensure the continuity of management (SEC. 124, Revised Corporation Code of the Philippines). These individuals shall, in the event of the

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What is the liability rule applied to a sole shareholder of an OPC regarding corporate debts?

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What is the liability rule applied to a sole shareholder of an OPC regarding corporate debts? A sole shareholder of a One Person Corporation who claims limited liability bears the affirmative burden of proving that the corporation was adequately financed (SEC. 130, Revised Corporation Code of the Philippines). If the single stockholder cannot prove that

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What must legal heirs do within sixty (60) days after the transfer of shares following the death of an OPC’s single stockholder?

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What must legal heirs do within sixty (60) days after the transfer of shares following the death of an OPC’s single stockholder? In the event of the death of the single stockholder, the nominee or alternate nominee must transfer the shares to the designated legal heir or estate within seven (7) days of receiving the

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What is the procedure for voluntary dissolution when no creditors are affected?

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What is the procedure for voluntary dissolution when no creditors are affected? Voluntary dissolution where no creditors are prejudiced requires approval by a majority vote of the board of directors or trustees (SEC. 134, Revised Corporation Code of the Philippines). This must be followed by a resolution adopted by the affirmative vote of the stockholders

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What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation?

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What is the dual basis for a stockholder to compel the corporation to purchase shares or compel its dissolution in a close corporation? A stockholder of a close corporation may compel the corporation to purchase their shares at fair value, which must be not less than the par or issued value, only when the corporation

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