Incorporators are those stockholders/members mentioned in the articles of incorporation as originally forming and composing the corporation and who are signatories thereof. The Revised Corporation Code (Republic Act No. 11232) made significant changes in the number and qualifications of incorporators. The requirements under the Revised Corporation Code are as follows:
The Revised Corporation Code also removed the old requirement that majority of the incorporators must be residents of the Philippines.
Read also: MAY A DIRECTOR OF A STOCK CORPORATION BE REMOVED FROM OFFICE? The Revised Corporation Code which took effect on February 2, 2019 removed the absolute requirement of having a minimum of five (5) individuals in the formation of corporations. Further, the law now allows the establishment of a One-Person Corporation (OPC) composed of a single shareholder, who may be a natural person, a trust or an estate. Reducing the Number Of Stockholders From The Minimum Number of Five (5) To Two (2) To reduce the number of stockholders from the minimum number of five (5) to two (2), the corporation should amend its Article of Incorporation to reflect this change. For the amendment of the Articles of Incorporation, Securities and Exchange Commission (SEC) requires the following documentary requirements to be submitted:
Conversion from an Ordinary Corporation to One Person Corporation A shareholder may acquire all the stocks of an ordinary stock corporation and apply for the conversion thereof into a One Person Corporation (OPC). A One Person Corporation is a corporation with a single stockholder. If the application for conversion is approved, the Commission shall issue a certificate of filing of amended articles of incorporation reflecting the conversion. In terms of liability, the single shareholder claiming limited liability has the burden of affirmatively showing that the corporation was adequately financed. On February 17, 2020 SEC posted on its website (www.sec.gov.ph) the draft memorandum circular (Draft MC) that pertains to the guidelines for the conversion of corporations to One-Person Corporation for public to comment. The salient features are as follows: PART I ORDINARY STOCK CORPORATION TO ONE PERSON CORPORATION Section 1 When a single stockholder acquires all the stocks of an Ordinary Stock Corporation, the Ordinary Stock Corporation may apply for conversion into One Person Corporation, by submitting the following documentary requirements:
Section 2 In the Articles of Incorporation of a One Person Corporation to be submitted, the provision/article indicating the name/s and address/es of the original incorporator/s of the ordinary stock corporation shall be retained as is. Meanwhile, the provisions on the number of directors, their names and addresses, as well as their subscription and payment details shall be modified to reflect the name, address, subscription and payment details of the single stockholder. Other details particular to a One Person Corporation shall likewise be indicated. Section 3 Upon issuance of the Certificate of Filing of Amended Articles of Incorporation by the SEC reflecting the conversion to a One Person Corporation, the Articles of Incorporation and By-laws of the Ordinary Stock Corporation shall be deemed superseded. Section 4 In the Certificate of Filing of Amended Articles of Incorporation that will be issued, the corporation will retain its SEC Company Registration Number, but will have the “OPC” prefix in order to reflect its nature as a One Person Сoгporation. Section 5 The One Person Corporation converted from an Ordinary Stock Corporation shall succeed the latter and be legally responsible for all the latter’s outstanding liabilities as of the date of approval of the conversion. Section 6 The provisions of Title XIII, Chapter III of the Revised Corporation Code shall apply primarily to One Person Corporations, while other provisions of the Code apply suppletorily. Section 16 In the Articles of Incorporation of the converted corporation, the signatory/ies thereto must clearly state that they voluntarily agreed to convert the Ordinary Stock Corporation into a One Person Corporation, or the One Person Corporation into an Ordinary Stock Corporation, as the case may be. Section 17 Processing of applications for conversion of an Ordinary Stock Corporation into a One Person Corporation, and of a One-Person Corporation into an Ordinary Stock Corporation, shall commence only upon receipt by the Commission of the complete documentary requirements including the proof of payment of the applicable fees. Section 18 The processing of applications for conversion in accordance with the provisions of the Revised Corporation Code and the foregoing guidelines shall be done manually, until further notice, by the Company Registration and Monitoring Department of the Securities and Exchange Commission or by any of the Commission’s Extension Offices nationwide. Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at , or dial us at (02)7745-4391/0917-5772207. All rights reserved. SUBSCRIBE NOW FOR MORE LEGAL UPDATES! |