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.
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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
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
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
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