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The Articles of Incorporation for a one person corporation is used to form a stock corporation where there is a single stockholder. The single stockholder can be a natural person, a trust, or an estate.
If a trust is incorporating as a one person corporation, the single stockholder should be the trustee, custodian, guardian, or other person exercising fiduciary duties. If it is an estate that is incorporating as a one person corporation, the single stockholder should be the administrator, conservator, or executor. In either case, the trustee, administrator, executor, guardian, conservator, custodian, or other person exercising fiduciary duties, must submit a proof of authority to act on behalf of the trust or estate.
The single stockholder must be of legal age. In the Philippines, this is 18 years old.
How to use this document
This Articles of Incorporation can be used to form a one person corporation. This document includes the information needed to incorporate a one person corporation under the Revised Corporation Code of the Philippines. To incorporate a one person corporation, the Securities and Exchange Commission ("SEC") also requires the submission of additional documents such as the written consent of the nominee and alternate nominee, a bond, if the single stockholder appoints himself or herself as the treasurer, and an appointment form for the appointment of the officers of the corporation.
Once the document is completed, the incorporator must print and sign at least three (3) original copies of the Articles of Incorporation. If a treasurer is appointed and said treasurer is not a single stockholder, the treasurer must also sign the Articles of Incorporation.
An Acknowledgement is an act of the single stockholder wherein they represent to a notary public that they voluntarily signed the document and, if they signed the document as a representative, that they have the authority to sign it as a representative.
This document includes an acknowledgment that may be filled up if the information is available. The single stockholder and, if applicable, the treasurer must personally appear before the notary public and present their competent proof of identification to acknowledge their signatures on the document as their free and voluntary act. A competent proof of identification is one current (i.e. not expired) I.D. that was issued by an official agency and should bear the photograph and signature of the single stockholder and treasurer.
The notary public will usually keep one (1) original copy of the document.
Once the document is notarized, the user may submit the same to the SEC together with the other requirements to register the corporation.
Articles of Corporation are governed by the Revised Corporation Code of the Philippines. However, other laws, their rules and regulations, and SEC rules may affect the conduct and transactions of the Corporation such as but not limited to the 1987 Constitution of the Philippines, the Securities Regulation Code, the Foreign Investment Act, the Republic Act 8179, including the Foreign Investment Negative List, the Anti-Money Laundering Act, and the Anti-Dummy Law may affect the ownership and board membership requirements of a corporation, depending on the business of the corporation. The paid-up capital may also have a minimum amount depending on the industry.
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