THE Securities and Exchange Commission (SEC) Legazpi Extension Office (LEO) has approved recently the certificate of incorporation of the first one-person corporation in the Bicol region pursuant to the commission’s rules and regulations.
SEC LEO officer-in-charge (OIC) Atty. Norma A. Tan-Olaya said the approval and issuance of the incorporation certificate on November 8, 2019 of Star Events and Exhibits OPC, registered in the name of Celina B. Arabaca as its sole incorporator & stockholder was in accordance with SEC Memorandum Circular (MC) No. 7 Series of 2019, which prescribes the guidelines for registering corporations with only one incorporator and stockholder.
Olaya added that her office also approved the certificate of incorporation of a two-person corporation pursuant to SEC MC No. 16 Series of 2019, which prescribes the guidelines in registration of corporations with two to four incorporators and/or with juridical person/s as incorporators.
The registration of the two-person corporation, Manjares and Layderos Builders Inc. with Peter Paul Layderos and Jeffrey Manjares as its two incorporators, was approved on Jan. 6, 2020 and is also the first of its kind in the region
The SEC official explained that the two MC, under which Star Events and Exhibits, OPC and Manjares and Layderos Builders Inc., were registered and issued certificates of registration by the SEC in view of the enactment of Republic Act 11232, otherwise known as the Revised Corporation Code of the Philippines (RA 11232 or RCCP).
This new law removed the minimum number of incorporators of at least five persons, as well as the requirement that incorporators should be natural persons, prescribed persons, as well as the requirement that incorporators should be natural persons, prescribed under the now repealed Batas Pambansa No. 68, otherwise known as the Corporation Code of the Philippines, she said.
She added that under MC No. 7, Series of 2019, a sole person may register a one-person corporation. This gives option to businesses registered as sole proprietorship with the Department of Trade and Industry (DTI) to instead register as a corporation with the SEC.
The advantage of being registered as a corporation, Olaya said is that in case of bankruptcy or inability to pay debts, creditors of the corporation may only go after the assets of the corporation, thus, the personal assets of the owner/stockholder are protected, the same being not considered as assets of the corporation.
She said this limited liability is not enjoyed by proprietorship wherein creditors may go after the assets of the business owner/sole proprietor.