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 the property of the OPC is legally independent of their personal property, the stockholder shall be jointly and severally liable for the debts and other liabilities of the OPC. Furthermore, the established principles of piercing the corporate veil apply with equal force to One Person Corporations as they do to other corporations. This stringent liability rule protects creditors from thinly capitalized or improperly managed OPCs.
30 October 2025
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