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 […]
What mandatory documentation must accompany the articles of incorporation of a corporation sole upon filing with the SEC? The articles of incorporation for a corporation sole must be verified by affidavit or affirmation of the chief archbishop, bishop, priest, minister, rabbi, or presiding elder (SEC. 110, Revised Corporation Code of the Philippines). This document must
What are the four grounds upon which the SEC may dissolve a corporation involuntarily? A corporation may be dissolved involuntarily by the SEC motu proprio or upon the filing of a verified complaint by any interested party (SEC. 138, Revised Corporation Code of the Philippines). Grounds for dissolution include the non-use of the corporate charter
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What must a corporation sole do before it can sell or mortgage real property held by it? A corporation sole may purchase and hold real and personal property for its church or benevolent purposes, and it may receive bequests or gifts for such purposes (SEC. 111, Revised Corporation Code of the Philippines). However, before it
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What is the exception to the rule requiring court intervention for the alienation of property by a corporation sole? Court intervention is generally required for a corporation sole to sell or mortgage real property, necessitating an order from the Regional Trial Court (SEC. 111, Revised Corporation Code of the Philippines). However, this intervention shall not
How is a vacancy in the office of the chief archbishop or presiding elder of a corporation sole filled? The successors in office of any chief archbishop, bishop, priest, minister, rabbi, or presiding elder shall become the corporation sole on their accession to office (SEC. 112, Revised Corporation Code of the Philippines). They are then
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? 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
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
