Section 132.

CONVERSION FROM AN ORDINARY CORPORATION TO ONE

PERSON CORPORATION

IN CASE OF DEATH OF SINGLE STOCKHOLDER

NOMINEE OR TRANSFER THE SHARES DESIGNATED HEIR OR ESTATE

ALTERNATE (through affidavit or self- (7 days from receipt of
NOMINEE adjudication executed by affidavit or self-adjudication)
a sole heir)

NOTE: Within 60 days from the transfer of the shares, the legal heirs shall notify the
Commission of their decision to either wind up and dissolve the One Person Corporation or
convert it into an ordinary stock corporation.

CONVERSION:

ONE PERSON CORPORATION

NOTICE TO COMMISIONER
(60 days from the occurrence of the circumstances leading to the conversion)

COMPLIANCE WITH ALL THE REQUIREMENTS

OF A STOCK CORPORATION

CERTIFICATE OF FILING OF AMENDED ARTICLES

OF INCORPORATION
(Issued by the commissioner if all the requirements have complied)

ORDINARY STOCK CORPORATION

NOTE: The ordinary stock corporation converted from a one Person Corporation shall succeed
the latter and be legally responsible for all the latter’s outstanding liabilities as of the date of
conversion.

ONE PERSON SINGLE PROPRIETOR

CORPORATION
LIABILITY Has separate juridical personality Has none
from its individual owner

TAX Has better access to the standard Can deduct the 40% optional deduction only
optional deduction of 40% for from its gross revenue or sales
income tax purposes
SUCCESSION Corporation’s life is now Assets of the business are passed on to his
perpetual heirs but not the license over the business

GROWTH AND Can change into regular Cessation of business or transfer of assets to
LONGETIVITY corporation by amending its AoI a regular corporation can have tax cost