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Briefer On Revised Corporation Code
Briefer On Revised Corporation Code
REVISED
CORPORATION
CODE
FOREWORD
Corporations are more than entities intended Among others, the Revised Corporation Code provides for the establishment
for making money or advancing the of a one- person corporation (OPC), perpetual existence of corporations,
interests of certain groups; they make electronic filing and monitoring, alternative dispute resolution, stockholder
for an essential component of inclusive participation through remote communication, election of independent
growth. directors for corporations vested with public interest, the concept of
emergency board, and deterrence against corporate abuses, fraud and
Successful corporations create corruption.
jobs and unlocks more business
opportunities. They also These progressive provisions were signed into law by President Rodrigo
enable the government in R. Duterte on 20 February 2019 and became effective upon completion of
delivering quality health the publication of the Revised Corporation Code on Manila Bulletin and
services, education and public BusinessMirror on 23 February 2019.
infrastructure, among others.
These are much-needed reforms that support the government’s economic
Enabling corporations to keep pace with agenda, especially on increasing the economy’s competitiveness and
the fast-evolving business landscape is therefore imperative amid our improving the ease of doing in the country in order to attract job-generating
pursuit for sustained, sustainable and inclusive growth, the centerpiece of investments.
the Philippine development agenda.
The Commission, as the overseer of the corporate sector, expresses its
The enactment of Republic Act No. 11232, otherwise known as The Revised gratitude to the Office of the President, the Senate of the Philippines and
Corporation Code of the Philippines, is one giant leap forward. It fills the House of Representatives for the passage of the Revised Corporation
the gaps in the almost four-decade-old Batas Pambansa Blg. 68 and Code. The Commission also acknowledges the Department of Finance,
supersedes provisions that have become obsolete and even hindersome other government agencies and organizations that have supported the
in a fast-paced and highly competitive environment. measure.
Overall, the Revised Corporation Code fosters inclusive entrepreneurship, Moving forward, the Commission will continue pursuing reforms that will
improves the ease of doing business in the country and subsequently the further enable the corporate sector to thrive and contribute more to the
economy’s competitiveness, promotes good corporate governance, and realization of our shared vision of a strongly-rooted, comfortable and secure
increases protection life.
afforded to corporations, investors and other stakeholders through
progressive provisions.
3 5
NO MINIMUM
REVISED CORPORATION CODE E M E R G E N C Y
SALIENT POINTS
CAPITAL STOCK
BOARD
Be more decisive in times
of emergency. Amendment
also includes the provision of an
On February 23, 2019, Republic Act No. 11232 or the Revised Corporation
emergency board when a vacancy
Code became effective, replacing Batas Pambansa Blg. 68. The law
in a corporation’s
introduces fresh and progressive concepts aimed at improving the ease
board of directors
of doing business in the country, promoting good corporate governance Start your business with prevents the
and afford protection to corporations, investors and consumers alike, amid as little capital or funding r e m a i n i n g
a fast-evolving business landscape. Here are some of the key provisions of possible. Section 12 provides directors from
the new Code that Corporations shall not be consulting a
required to have a minimum quorum and
capital stock, except as otherwise consequently
specifically provided by special
1
from making emergency action
2
law. capital stock required. required to prevent grave, substantial
PERPETUAL TERM ONE PERSON and irreperable loss or damage.
CORPORATION
4
There’s forever with the
PARTICIPATION
6
Revised Corporation Code! Section
115 provides that corporations are VIA REMOTE ELECTRONIC FILING AND
now allowed to exist beyond the COMMUNICATIONS, MONITORING SYSTEM
50-year term provided in the old
code. This will
IN ABSENTIA Register, apply or file
eliminate the online. As part
Be involved
possibility of of efforts of
in the
legitimate and doing business
decision-
productive in the country,
m a k i n g
b u s i n e s s the Revised
Build your corporation on p r o c e s s
prematurely Corporation
your own, literally. The RCC whenever
closing down Code mandated
removed the minimum number a n d
only because the Commission to develop and
of incorporators required to wherever
they have implement an electronic filing
organize a corporation and you are. The RCC has allowed the
failed to and monitoring system. So far, the
allowed the formation of one- use of remote communication
renew their Commission has implemented an
person corporation, a corporation such as videoconferencing
registration. online company registration system.
with a single stockholder and and teleconferencing during
without a minimum authorized stockholder meetings.
capital stock required. Stockholder may also participate
and vote in absentia.
F AQ I. WHAT IS ONE PERSON
CORPORATION?
OPC
Frequently
Asked
Questions
? WHAT POSITION IS PROHIBITED TO
BE ASSUMED BY
HOW TO CRAFT THE SINGLE STOCKHOLDER?
THE OPC’s
CORPORATE NAME?
The single stockholder may not be appointed
as corporate secretary but may assume the
The suffix “OPC” should be role of a treasurer.
indicated by the one person
corporation either below or at the
end of its corporate name.
Within fifteen (15) days from the issuance of its The single stockholder may, at any time, change its
certificate of incorporation, the OPC shall appoint nominee and alternate nominee by submitting to the
a treasurer, corporate secretary, and other officers, Commission the names of the new nominees and
and notify the SEC thereof within five (5) days from their corresponding written consent. The Articles of
Incorporation need not be amended.
appointment, using the Appointment Form as may
be prescribed by the SEC.
?
Frequently
Asked
Questions
IS OPC REQUIRED TO
IREMENT SUBMIT ITS BY-LAWS?
WHAT REQU
FILED?
SHOULD BE
n
it s A rt ic le s of Incorporatio
file f
The OPC shall w it h th e re quirements o
ance tion Code of
(AI) in accord v is e d C o rp o ra
the Re The OPC is not
Section 14 of
.
the Philippines required to submit
and file its By-Laws.
D B E IN C LU DED IN THE
L
WHAT SHOU IN C O RPORATION?
ARTICL E S O F
p ri m a ry p u rp ose, principal
t forth its and
The AI must se o f e x is tence, names
, te rm
office address s to c k h o ld er, the nomine
e
sin g le d,
details of the in e e a n d the authorize
no m
and alternate -u p c a p it a l a nd such other
d paid hich may be
subscribed an it h la w a n d w
tent w
matters consis and convenien
t.
d n e ce s s a ry
deeme
?
Frequently
Asked
Questions
WHAT WILL HAPPEN IN CASE OF
INCAPACITY OF SINGLE STAKEHOLDER?
a
Annual audited financial statements within
120 days from the end of its fiscal year as
indicated in its Articles of Incorporation;
WHAT ARE
REPORTORIAL
REQUIREMENTS
OF OPC?
WHO ARE NOT
ALLOWED TO CAN FOREIGN
FORM OPCs? NATIONAL PUT UP
OPC?
Banks A foreign natural
person may put an OPC,
NON-bANK fINANCIAL iNSTITUTIONS subject to the applicable
constitutional and
qUASI-bANKS statutory restrictions on
foreign participation in
pRE-NEED, tRUST AND iNSURANCE certain investment areas
COMPANIES or activities.
non-chartered (GOCCs)
WHO MAY
CONVERT TO
OPC?
?
Frequently
Asked
Questions
1 AMENDED ARTICLES
OF INCORPORATION
2
AMENDED ARTICLES OF
SECRETARY’S INCORPORATION
CERTIFICATE
3
TO THE FOLLOWING EFFECT: PROOF OF ACQUISITION OF ALL THE
OUTSTANDING SHARES SUCH AS, BUT NOT
The single stockholder acquired all of the LIMITED TO, CERTIFIED TRUE COPIES OF DEEDS
outstanding shares in the Ordinary Stock OF ASSIGNMENTS AND OF CERTIFICATES
Corporation (OSC);
AUTHORIZING REGISTRAATION ISSUED BY THE
BUREAU OF INTERNAL REVENUE
The single stockholder has decided to
convert the OSC to OPC and for the purpose,
has decided to:
1. Amend the Artciles fo Incorporation;
2. Repeal the By-laws of the OSC or
adopt a new By-laws for the OPC;
3. Appoint a nominee and alternate for the OPC;
4
AFFIDAVIT OF ACCEPTANCE EXECUTED UNDER
All taxes and obligations in favor of the OATH BY THE NOMINEE AND BY THE ALTERNATE
government has been settled; and NOMINEE, IF NOT YET INCLUDED IN THE
SECRETARY’S CERTIFICATE.
The OSC, or any of its stockholder, director, or
officer is not involved in any intra-corporate
dispute.
?
Frequently
Asked
WHAT ARE THE REQUIRED Questions
DOCUMENTS?
6
of a Certificate of Filing
of Conversion to One
Person Corporation.
MONITORING CLEARANCE; AND
7
UNDERTAKING TO CHANGE CORPORATE NAME
DULY EXECUTED UNDER OATH BY THE SINGLE
STOCKHOLDER OF THE SOLE REMAINING
DIRECTOR, IF NOT YET INCLUDED IN THE WHEN WILL
ARTICLES OF INCORPORATION
THE COVERSION
TAKE EFFECT?
SEC MAIN OFFICE
Secretariat Building, PICC Complex
Roxas Boulevard, Metro Manila Philippines
Telephone No.:(+632) 818-0923
Fax No.:(+632) 818-5293