Converting a Philippine Corporation into a One Person Corporation
An ordinary Philippine corporation can reach a point where one person acquires all its shares. That change does not mean its SEC record has automatically become a One Person Corporation. The owner should review the legal conversion route, existing obligations and resulting governance arrangements before filing.
Start with the SEC’s conversion rules
The Securities and Exchange Commission issued Memorandum Circular No. 27, series of 2020, on conversion between ordinary stock corporations and OPCs. The Revised Corporation Code supplies the underlying OPC framework. The corporation should confirm that the sole shareholder and proposed structure qualify, then follow the SEC’s current filing instructions rather than simply changing its business name or annual report.
Review the articles, by-laws, share ledger, outstanding subscriptions, officers and current SEC filings. Existing contracts, creditor rights, permits and tax registrations also deserve attention. A conversion should not be treated as a way to erase obligations incurred under the prior structure.
Plan the governance transition
An OPC has particular rules for the single stockholder, nominee and alternate nominee, corporate officers and reporting. The owner should prepare the required appointments and records and update internal authority for banking and contracts. If another shareholder may be admitted soon, consider whether OPC conversion is commercially useful.
Our company formation services can help assess the structure and filing sequence. Contact BizzureVisa with the current cap table and corporate documents for a case-specific review.
General information only. The SEC’s current rules and the company’s records determine whether conversion is available.
