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 […]
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
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
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
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
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
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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When creditors are affected by a voluntary dissolution, what is the required vote and what must the verified petition set forth? If the dissolution may prejudice the rights of any creditor, a verified petition for dissolution must be filed with the SEC, signed by a majority of the board of directors or trustees (SEC. 135,
How does dissolution take effect when the corporate term is shortened? A voluntary dissolution may be effected by amending the articles of incorporation specifically to shorten the corporate term (SEC. 136, Revised Corporation Code of the Philippines). A copy of the amended articles must be submitted to the SEC for approval. Upon the expiration of
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What is the maximum deadline for withdrawing a request for voluntary dissolution (where no creditors are affected)? A withdrawal of the request for dissolution must be made in writing, duly verified by an incorporator, director, trustee, shareholder, or member (SEC. 137, Revised Corporation Code of the Philippines). The withdrawal must be submitted no later than
