CPA REVIEW SCHOOL OF THE PHILIPPINES REGULATORY FRAMEWORK FOR BUSINESS TRANSACTIONS COVERAGE: One Person Corporation (OPC) under Republic Act No. 11232: Revised Corporation Code of the Philippines Direction: Read and select the best answer for the following questions. 1 CRAR.— Rygulatory Framework for Business Transactions (REBT 8710) It refers to a corporation with a single stockholder One person corporation (OPC) Corporation Aggregate Partnership Joint Venture aege The following can be the single stockholder of a one person corporation (OPC), except 4, Natural person who must be of legal age b. Trust who does not refer to a trust entity (company or corporation) but the subject being managed by a trustee ©. Estate 4d. Partnership or corporation or cooperative or association If the single stockholder of a one person corporation (OPC) is a trustee, administrator, executor, guardian, conservator, custodian, or other person exercising fiduciary duties, what must be submitted by these persons to SEC? 4. Proof of authority to act on behalf of the trust or estate b. Tux Identification Number of trust or estate ©. PSA Birth Certificate 4. PRC Identification Number ‘Aso general rule, what is the term of existence of one person corporation (OPC)? 50 years renewable for another term Perpetual existence 50 years subject to unlimited times of renewal 20 years renewable for another term As an exception to the general rule of perpetual existence, what is the term of one person corporation (OPC) under the name of trust or estate, what is its term of existence? a. 50 years renewable for another term b. Perpetual existence © 50 years subject {0 unlimited times of renewal 4. It shall be co-terminus with the existence of the trust or estate. ‘How may a one person corporation (OPC) under the name of estate or trust be dissolved? By submission of Partition, such as Ordor of Partition issued by the Court in case of Judicial Settlement and Deed of Extrajudicial Settlement in case of summary settlement of the estate. b. By submission of proof of termination of the trust. ¢. Either A or B 4. Neither A nor B a ‘Where shall the suffix “OPC” be indicated by the one person corporation in its corporate name? 0, Below its corporate name b, At the end of its corporate name ©. Either A or B 4. Neither A nor B Who shall be the director of the one person corporation (OPC)? 4, The single stockholder of the one person corporation b. The SEC Chairperson ¢. The BIR Commissioner : d, The BoA Chairman ‘Who shall be the president of the one person corporation (OPC)? 8, The single stockholder of the one person corporation b. The SEC Chairperson ¢. The BIR Commissioner 4. ‘The BoA Chairman Page 1 of &10. ML. 12, 13. 14, 15. 16. 17. 18, ‘Who must be designated by the single stockholder of the one person corporation (OPC) in its Articles of Incorporation? a. Nominee b. Alternate Nominee c. Both A and B 4. Neither A nor B ‘What document must be attached in the application for incorporation by single stockholder of the one person corporation (OPC)? ‘a. The written consent of both the nominee and altemate nominee to the designation. b. The PRC ID of both the nominee and alternate nominee. c, The PSA CENOMAR of both the nominee and alternate nominee. d, None of the above. Who will replace the single stockholder of the one person corporation (OPC) in case of his death and/or incapacity? a, Nominee designated in the Articles of Incorporation b. Alternate Nominee designated in the Articles of Incorporation c. Either A or B d. Neither A nor B The following must be set forth in the Articles of Incorporation to be filed by the single stockholder of the one person corporation (OPC) to SEC for application for incorporation, except Primary purpose Principal office address. Term of existence Name and details ofthe single stockholder Name of nominee and alternate nominee ‘Authorized, subscribed and paid up capital ‘Such other matters consistent with law and which may be deemed necessary and convenient By-laws Prmeaese Which corporation is not required to submit and file its by-laws to SEC? Corporation aggregate 'b. One Person Corporation (OPC) c. Both A and B 4. Neither A nor B Unless provided by special law, what isthe minimum authorized capital stock of one person corporation (OPC)? a. 5,000 b. P25,000 ce PS 4, No minimum authorized capital stock Unless provided by special law, what is the minimum subscribed capital of the authorized capital of one person corporation (OPC)? ‘a, At least 25% of authorized capital stock b. At least 10% of authorized capital stock ©. At least 20% of authorized capital stock 4. No minimum subscribed capital stock Unless provided by special law, what is the minimum paid-up capital of the authorized capital of one person corporation (OPC)? a, At least 25% of actually subscribed capital stock b. At least 25% of minimum subscribed capital stock c. At least 25% of actually subscribed capital stock or PS,000, whichever is higher 4, No minimum paid up capital of the authorized capital stock How many days from the issuance of its Certification of Incorporation by SEC shall the OPC appoint a treasurer, corporate secretary and other officers? Within 15 days Within 10 days Within 5 days Within 3 days aere Regulatory Framework for Business Transactions (RFBT 8710) Page 2 of 419, 20. 2 22, 23. 2s, 21. 28. How many days from the appointment of treasurer, corporate secretary and other officers shall the OPC notice the SEC of such appointment? a. Within 15 days b. Within 10 days ¢, Within 5 days 4. Within 3 days Which corporate position may not be assumed by the single stockholder of the one person corporation (OPC)? a. Corporate Secretary b. Corporate Treasurer ¢. BothA and B 4. Neither A nor B In which corporation is the Corporate President not allowed to assume the role of a Corporate Treasurer? ‘a. One person corporation (OPC) b. Corporation ageregate ¢. Both A and B d. Neither A nor B ‘What is the requirement of Revised Corporation Code if the single stockholder of the one person corporation (OPC) assumes the position of Corporate Treasurer? The single stockholder of the one person corporation (OPC) shall post a surety bond to be computed based on the authorized capital stock (ACS) of the one person corporation (OPC). . The single stockholder of the one person corporation (OPC) shall post an intangible property bond to be computed based on the authorized capital stock (ACS) of the one person corporation (OPC). ©. The single stockholder of the one person corporation (OPC) shall post a goodwill bond to be computed based ‘on the authorized capital stock (ACS) of the one person corporation (OPC). 4. The single stockholder of the one person corporation (OPC) shall post a mighty bond to be computed based on ‘the authorized capital stock (ACS) of the one person corporation (OPC). ‘When may a single stockholder of the one person corporation (OPC) change its nominee and alternative nominee? a. After 3 years from Incorporation b. After 5 years from Incorporation ©. After 10 years from Incorporation d. Atany time |. How may a single stockholder of the one person corporation (OPC) change its nominee and alternative nominee? ‘Through submission to SEC of the names of the new nominees and their corresponding written consent. ‘Through amendment of articles of incorporation. Both A and B must concur. Neither A nor B. pose In case the single stockholder of the one person corporation (OPC) becomes incapacitated, who can take over the management of the OPC as its director and president? a. Nominee b. SEC Chairperson ¢. BoA Chairman 4. BIR Commissioner In case the incapacity ofthe single stockholder of the one person corporation (OPC) ends, what isthe effect? ‘a. The single stockholder of the one person corporation (OPC) can resume the management of the one person corporation (OPC). b. The one person corpor ‘c. The one person corporation (OPC) becomes a de facto corporation, d. That is a ground for dissolution through court proceedings. (OPC) is automatically dissolved by operation of law. In case of death or permanent incapacity of the single stockholder of the one person corporation (OPC), who can take ‘over the management of the OPC as its director and president? a Nominee b. SEC Chairperson ©. BoA Chairman 4. BIR Commissioner ’ In case of death or permanent incapacity of the single stockholder of the one person corporation (OPC), up to what period or time may the nominee take over the management of the OPC? ‘Until the legal heirs of the single stockholder have been lawfully determined and the heirs have agreed among themselves who will take the place of the deceased, b. Fora period of 10 years ©. In perpetuity Fora period of 20 years ORAR,— Regulatory Framework for Business Transactions (RFBT 8710) Page 3 of 4