28/04/2026
#๐๐ผ๐ป๐ฑ๐๐ฐ๐ง๐ผ๐๐ป๐ผ๐ #๐๐ฒ๐ด๐ฎ๐น๐๐
๐ฝ๐น๐ฎ๐ถ๐ป๐ฒ๐ฟ: ๐ข๐ป๐ฒ ๐ฃ๐ฒ๐ฟ๐๐ผ๐ป ๐๐ผ๐ฟ๐ฝ๐ผ๐ฟ๐ฎ๐๐ถ๐ผ๐ป (๐ข๐ฃ๐) ๐๐ป๐ฑ๐ฒ๐ฟ ๐๐ต๐ฒ ๐ฅ๐ฒ๐๐ถ๐๐ฒ๐ฑ ๐๐ผ๐ฟ๐ฝ๐ผ๐ฟ๐ฎ๐๐ถ๐ผ๐ป ๐๐ผ๐ฑ๐ฒ (๐ฅ.๐. ๐ญ๐ญ๐ฎ๐ฏ๐ฎ)
๐ข๐ป๐ฒ ๐ฃ๐ฒ๐ฟ๐๐ผ๐ป ๐๐ผ๐ฟ๐ฝ๐ผ๐ฟ๐ฎ๐๐ถ๐ผ๐ป (๐ข๐ฃ๐), is a corporation with a single stockholder. Only a ๐ป๐ฎ๐๐๐ฟ๐ฎ๐น ๐ฝ๐ฒ๐ฟ๐๐ผ๐ป, ๐๐ฟ๐๐๐, ๐ผ๐ฟ ๐ฎ๐ป ๐ฒ๐๐๐ฎ๐๐ฒ may form a One Person Corporation (Section 115).
Being one of the innovations of the Code, an OPC shall enjoy the same ๐ฝ๐ฒ๐ฟ๐ฝ๐ฒ๐๐๐ฎ๐น ๐๐ฒ๐ฟ๐บ as those other corporations. Thus, the company name must include โOPCโ as a suffix.
Within fifteen (15) days from the issuance of its certificate of incorporation, an OPC shall appoint a treasurer, corporate secretary, and other officers as it may deem necessary, and notify the Securities and Exchange Commission thereof within five (5) days from appointment.
The single stockholder may not be appointed as the corporate secretary because the Code vested in the corporate secretary special functions, such as (a) being 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 shall be given no later than five (5) days from such occurrence; (c) notify the Commission of the death of the single stockholder within five (5) days from such occurrence and stating in such notice the names, residence addresses, and contact details of all known legal heirs; and (d) call the nominee or alternate nominee and the known legal heir to meeting and advise the legal heirs with regard to, among others, the election of a new director, amendment of the articles of incorporation, and other ancillary and/or consequential matters.
The Code likewise imposes limited liability, under which a sole shareholder claiming limited liability has the burden of affirmatively showing that the corporation was adequately financed.
Where the single stockholder cannot prove that the property of the OPC is independent of the stockholder's personal property, the stockholder shall be jointly and severally liable for the debts and other liabilities of the OPC The principles of piercing the corporate veil applies with equal force to One Person Corporations as with other corporations.
Tax and Corporate matters are among Conducto Law Officeโs areas of specialization. For more information, contact us today.
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