With the goal of doing business in the Philippines without difficulty, Republic Act No. 11232 or otherwise known as the Revised Corporation Code of the Philippines (hereinafter, “RA 11232”) was signed into law last February 20, 2019 and became effective after its complete publication in Manila Bulletin and the Business Mirror on February 23, 2020. The Revised Corporation Code repealed the Batas Pambansa Bilang 68 or the 1980 Corporation Code of the Philippines (hereinafter, “BP 68”).
Single stockholder may now incorporate and such stockholder shall be deemed the president and sole director of the corporation. Such single stockholder can also be the self-appointed treasurer of the corporation and needs only to post the required bond with the Securities and Exchange Commission (SEC).
Only natural persons, trust and estate may form an OPC.
Notices of meeting and proposed actions to stockholders, directors, officers, members and trustees may now be sent electronically in accordance with the rules and regulations on the use of electronic data messages of the SEC.
Attendance on corporate meetings of stockholders, directors, trustees and members and, voting on proposed actions of the corporation may be done in absentia or through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication that allow them reasonable opportunities to participate, if cannot attend physically.