Corporation Law

One Person Corporation – Section 116, RA 11232 – Revised Corporation Code of the Philipines

Section 116. One Person Corporation. – A One Person Corporation is a corporation with a single stockholder: Provided, That only a natural person, trust, or an estate may form a One Person Corporation. Banks and quasi-banks, preneed, trust, insurance, public and publicly-listed companies, and non-chartered government-owned and -controlled corporations may not incorporate as One Person …

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Articles of Incorporation – Section 118, RA 11232 – Revised Corporation Code of the Philipines

Section 118. Articles of Incorporation. – A One Person Corporation shall file articles of incorporation in accordance with the requirements under Section 14 of this Code. It shall likewise substantially contain the following: (a) If the single stockholder is a trust or an estate, the name, nationality, and residence of the trustee, administrator, executor, guardian, …

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Treasurer, Corporate Secretary, and Other Officers – Section 122, RA 11232 – Revised Corporation Code of the Philipines

Section 122. Treasurer, Corporate Secretary, and Other Officers. – Within fifteen (15) days from the issuance of its certificate or incorporation, the One Person Corporation shall appoint a treasurer, corporate secretary, and other officers as it may deem necessary, and notify the Commission thereof within five (5) days from appointment. The single stockholder may not …

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Special Functions of the Corporate Secretary – Section 123, RA 11232 – Revised Corporation Code of the Philipines

Section 123. Special Functions of the Corporate Secretary. – In addition to the functions designated by the One Person Corporation, the corporate secretary shall: (a) Be responsible for maintaining the minutes book and/or records of the corporation; (b) Notify the nominee or alternate nominee of the death or incapacity of the single stockholder, which notice …

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Nominee and Alternate Nominee – Section 124, RA 11232 – Revised Corporation Code of the Philipines

Section 124. Nominee and Alternate Nominee. – The single stockholder shall designate a nominee and an alternate nominee who shall, in the event of the single stockholder’s death or incapacity, take the place of the single stockholder as director and shall manage the corporation’s affairs. The articles of incorporation shall state the names, residence addresses …

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