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Last revision: 11/24/2023
Available formats: Word and PDF
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A Letter of Consent of Nominee can be used by a person who has been designated as the nominee or alternate nominee of a one person corporation to communicate their acceptance of the nomination. The written consent and acceptance of a designation to be a nominee or alternate nominee is a requirement for the registration of a one person corporation with the Securities and Exchange Commission ("SEC").
A nominee is a person who is designated to take the place of the single stockholder as the director and manage the affairs of the one person corporation in the event of the stockholder's incapacity or death. On the other hand, the alternate nominee is a person who is designated to take the place of the single stockholder as the director and manage the affairs of the corporation in the event of the stockholders incapacity or death and the nominee's incapacity, death or refusal to act as director and manage the affairs of the corporation.
How to use this document
This document can be used by any person who wants to express their consent to being designated as the nominee or alternate nominee of a one person corporation.
The nominee or alternate nominee can complete the document by entering the information required by the document. Once the document is completed, the nominee or alternate nominee should print and sign the document. If the document will have attachments, the copies of the attached document should be included in the letter.
Once the document is signed, the same can be submitted to the SEC together with the Articles of Incorporation and other requirements for the registration of a one person corporation.
One person corporations are principally 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, specifically 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.
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