How are actions and decisions of a One Person Corporation recorded in the absence of corporate meetings?
A One Person Corporation (OPC) is not required to submit and file corporate bylaws, which streamlines its organization (SEC. 119, Revised Corporation Code of the Philippines). When action is needed on any matter, it is deemed sufficient to prepare a written resolution, signed and dated by the single stockholder (SEC. 128, Revised Corporation Code of the Philippines). This signed resolution must then be officially recorded in the minutes book of the OPC. For all purposes under the Code, the date of recording the resolution in the minutes book shall be considered the date of the meeting, formalizing the single shareholder’s decision-making process.
31 October 2025
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