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One Person Corporation Articles Of Incorporation for Philippines

One Person Corporation Articles Of Incorporation Template for Philippines

The One Person Corporation Articles of Incorporation is a fundamental legal document filed with the Securities and Exchange Commission (SEC) of the Philippines that establishes a corporation owned by a single stockholder. This document, introduced through the Revised Corporation Code of the Philippines, allows an individual to form a corporation with limited liability protection without requiring additional incorporators. It contains essential information about the corporation's identity, purpose, capital structure, and governance, including provisions for succession through nominees. The document must comply with specific Philippine regulatory requirements and SEC guidelines for OPC formation.

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One Person Corporation Articles Of Incorporation

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What is a One Person Corporation Articles Of Incorporation?

The One Person Corporation Articles of Incorporation was introduced in the Philippines through the Revised Corporation Code (Republic Act No. 11232) in 2019, modernizing the country's corporate landscape. This document is used when an individual wishes to establish a corporation without the traditional requirement of multiple incorporators, providing limited liability protection while maintaining sole ownership. It must include specific provisions required by Philippine law, such as the nomination of successors in case of the stockholder's death or incapacity, capital structure details, and corporate governance arrangements. The document serves as the foundation for the corporation's existence and operations, requiring SEC approval and registration. It's particularly useful for entrepreneurs, professionals, and business owners who want to operate under a corporate structure while maintaining sole ownership and control.

What sections should be included in a One Person Corporation Articles Of Incorporation?

1. Article I - Name of Corporation: States the complete corporate name approved by the SEC, must include 'OPC' or 'One Person Corporation'

2. Article II - Principal Office: Specifies the complete address of the principal office including the street number, street name, barangay, city/municipality, and province

3. Article III - Corporate Purpose: Details the primary and secondary purposes of the corporation, describing the business activities it will engage in

4. Article IV - Corporate Term: Specifies the duration of corporate existence (typically perpetual unless specifically limited)

5. Article V - Single Stockholder: Contains the name, nationality, and complete residence address of the single stockholder

6. Article VI - Authorized Capital Stock: States the amount of authorized capital stock in Philippine Peso, number of shares, and par value per share

7. Article VII - Subscription and Payment: Details the number of shares subscribed by the single stockholder and the amount paid

8. Article VIII - Nominee and Alternate Nominee: Names and addresses of the nominee and alternate nominee in case of death or incapacity of the single stockholder

9. Article IX - Corporate Officers: Lists the required officers: President, Treasurer, Corporate Secretary, and Compliance Officer

10. Article X - Execution of Corporate Documents: Specifies who may sign corporate documents and under what circumstances

What sections are optional to include in a One Person Corporation Articles Of Incorporation?

1. Article on Additional Corporate Powers: Used when the corporation needs to specify additional powers beyond those statutorily granted

2. Article on Branch Offices: Include when the corporation plans to establish branch offices or additional places of business

3. Article on Amendments: Specific provisions regarding the process of amending the Articles of Incorporation

4. Article on Dissolution: Include when specific dissolution procedures beyond statutory provisions are desired

5. Article on Corporate Seal: Description of corporate seal if the corporation chooses to have one

What schedules should be included in a One Person Corporation Articles Of Incorporation?

1. Schedule A - Details of Single Stockholder: Comprehensive information about the single stockholder including tax identification number and government IDs

2. Schedule B - Capital Structure: Detailed breakdown of the corporation's capital structure including share classes if any

3. Schedule C - Nominee Details: Complete information about the nominee and alternate nominee including their acceptance

4. Schedule D - Officer Information: Detailed information about appointed officers including their qualifications and contact details

5. Appendix 1 - Required SEC Forms: Completed SEC forms including registration information sheet and other required documentation

6. Appendix 2 - Corporate Treasurer's Affidavit: Sworn statement by the Treasurer regarding paid-up capital

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions






























Clauses

























Relevant Industries

Retail

Professional Services

Technology

Manufacturing

Real Estate

Food and Beverage

Healthcare

Education

Construction

Agriculture

E-commerce

Consulting

Entertainment

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Financial Services

Relevant Teams

Legal

Compliance

Corporate Secretariat

Finance

Tax

Risk Management

Business Development

Executive Leadership

Corporate Governance

Administrative

Relevant Roles

Business Owner

Entrepreneur

Corporate Secretary

Legal Counsel

Compliance Officer

Chief Executive Officer

Managing Director

Business Development Manager

Corporate Lawyer

Company Registrar

Finance Director

Tax Consultant

Business Consultant

Risk Manager

Company Director

Industries






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