ONE PERSON CORPORATION

Section 115.

Applicability of Provisions to One Person

Corporations. - The provisions of this Title shall
primarily apply to One Person Corporations.
Other provisions of this Code apply suppletorily,
except as otherwise provided in this Title.
Section 116.
One Person Corporation. - A One Person Corporation is a
corporation with a single stockholder: Provided, That only a
natural person, trust, or an estate may form a One Person
Corporation.

Banks and quasi-banks, preneed, trust, insurance, public and

publicly-listed companies, and non-chartered
government-owned and -controlled corporations may not
incorporate as One Person Corporations: Provided,
further, That a natural person who is licensed to exercise a
profession may not organize as a One Person Corporation for
the purpose of exercising such profession except as otherwise
provided under special laws.
ONE PERSON CORPORATION
(defined)
OPC is a corporation with a single stockholder,
who must be a NATURAL PERSON, TRUST or
ESTATE.

A Natural Person, who is also a PROFESSIONAL,

may not organize or form an OPC for the
purpose of exercising such profession.
Who are PROHIBITED in forming OPC?

1. Banks and quasi-banks;

2. Preneed;
3. Trust;
4. Insurance Companies;
5. Public and Publicly-listed companies, and
6. Non-Chartered GOCC
Foreign Natural Person

Aliens may form an OPC provided, the applicable

capital requirement and constitutional and
statutory restrictions on foreign participation in
certain investment areas or activities are
complied.
TERM OF EXISTENCE

The term of existence of the OPC shall be

PERPETUAL. However, in case of trust or estate,
its term of existence shall be co- terminous with
the existence of the trust or estate.
Section 117.

Minimum Capital Stock Not Required for One

Person Corporation. - A One Person Corporation
shall not be required to have a minimum
authorized capital stock except as otherwise
provided by special law.
 Section 118.
Articles of Incorporation. A One Person Corporation shall file articles
of incorporation in accordance with the requirements under Section
14 of this Code. It shall likewise substantially contain the following:

(a) If the single stockholder is a trust or an estate, the name,

nationality, and residence of the trustee, administrator, executor,
guardian, conservator, custodian, or other person exercising
fiduciary duties together with the proof of such authority to act
on behalf of the trust or estate; and

(b) Name, nationality, residence of the nominee and alternate

nominee, and the extent, coverage and limitation of the authority.
Section 119.

Bylaws. - The One Person Corporation is not

required to submit and file corporate bylaws.
Section 120.

Display of Corporate Name. - A One Person

Corporation shall indicate the letters "OPC"
either below or at the end of its corporate
name.
Section 121.

Single Stockholder as Director, President. -

The single stockholder shall be the sole
director and president of the One Person
Corporation.
Section 122.
Treasurer, Corporate Secretary, and Other Officers. - Within fifteen
(15) days from the issuance of its certificate or incorporation, the One
Person Corporation shall appoint a treasurer, corporate secretary, and
other officers as it may deem necessary, and notify the Commission
thereof within five (5) days from appointment.

The single stockholder may not be appointed as the corporate

secretary.

A single stockholder who is likewise the self-appointed treasurer of

the corporation shall give a bond to the Commission in such a sum as
may be required: Provided, That the said stockholder/treasurer shall
undertake in writing to faithfully administer the One person
Corporation's funds to be received as treasurer, and to disburse and
invest the same according to the articles of incorporation as
approved by the Commission. The bond shall be renewed every two
(2) years or as often as may be required.
 Section 123.
Special Functions of the Corporate Secretary. - In addition to the
functions designated by the One Person Corporation, the corporate
secretary shall:

(a) Be responsible for maintaining the minutes book and/or records of

the corporation;

(b) Notify the nominee or alternate nominee of the death or incapacity

of the single stockholder, which notice shall be given no later than five (5)
days from such occurrence;

(c) Notify the Commission of the death of the single stockholder within
five (5) days from such occurrence and stating in such notice he names,
residence addresses, and contact details of all known legal heirs; and

(d) Call the nominee or alternate nominee and the known legal heir to
meeting and advise the legal heirs with regard to, among others, the
election of a new director, amendment of the articles of incorporation,
and other ancillary and/or consequential matters.
 Section 124.
Nominee and Alternate Nominee. - The single stockholder shall
designate a nominee and an alternate nominee who shall, in the
event of the single stockholder's death or incapacity, take the
place of the single stockholder as director and shall manage the
corporation's affairs.

The articles of incorporation shall state the names, residence

addresses and contact details of the nominee and alternate
nominee, as well as the extent and limitations of their authority in
managing the affairs of the One Person Corporation.
The written consent of the nominee and alternate nominee shall
be attached to the application for incorporation. Such consent
may be withdrawn in writing any time before death or incapacity
of the single stockholder.
 Art. 125
Term of Nominee and Alternate Nominee - When the incapacity of the
single stockholder is temporary, the nominee shall sit as director and
manage the affairs of the One Person Corporation until the
stockholder, by self determination, regains the capacity to assume such
duties.

In case of death or permanent incapacity of the single stockholder, the

nominee shall sit as director and manage the affairs of the One Person
Corporation until the legal heirs of the single stockholder have been
lawfully determined, and the heirs have designated one of them or
have agreed that the estate shall be the single stockholder of the One
Person Corporation.

The alternate nominee shall sit as director and manage the One Person
Corporation in case of the nominee's inability, incapacity, death, or
refusal to discharge the functions as director and manager of the
corporation, and only for the same term and under the same
Incapacity or Death of Incorporator in OPC

In case the single stockholder becomes

incapacitated, the nominee can take over the
management of the OPC as director and
president.

At the end of the incapacity, the single

stockholder can resume the management of the
OPC
In case of Death or Permanent incapacity of the
single stockholder, the nominee will take over
the management of the OPC until the legal heirs
have been lawfully determined and the heirs
agreed among themselves who will take the
place of the deceased.
Section 126.

Change of Nominee or Alternate Nominee. - The

singe stockholder may, at any time, change its
nominee and alternate nominee by submitting
to the Commission the names of the new
nominees and their corresponding written
consent. For this purpose, the articles of
incorporation need not be amended.
Section 127.

Minute Book. - A One Person Corporation shall

maintain a minutes book which shall contain all
actions, decisions, and resolutions taken by the
One Person Corporation.
Section 128.

Records in Lieu of Meetings. - When action is

needed on any matter, it shall be sufficient to
prepare a written resolution, signed and dated
by the single stockholder; and recorded in the
minutes book of the One Person Corporation.
The date of recording in the minutes for all
purposes under this Code.
Section 129.
Reportorial Requirements. - The One Person Corporation shall submit the
following within such period as the Commission may prescribe:
(a) Annual financial statements audited by an independent certified public
accountant: Provided, That if the total assets or total liabilities of the corporation
are less than Six hundred thousand pesos (₱600,000.00), the financial statements
shall be certified under oath by the corporation's treasurer and president;
(b) A report containing explanations or comments by the president on every
qualification, reservation, or adverse remark or disclaimer made by the auditor in
the latter's report;
(c) A disclosure of all self-dealings and related party transactions entered into
between the One Person Corporation and the single stockholder; and
(d) Other reports as the Commission may require.

For the purpose of this provision, the fiscal year of a One Person Corporation shall
be that set forth in its articles of incorporation or, in the absence thereof, the
calendar year.
The Commission may place the corporation fail to submit the reportorial
requirements three (3) times, consecutively or intermittently, within a period of
five (5) years.
 Section 130.
Liability of Single Shareholder. - A sole shareholder claiming
limited liability has the burden of affirmatively showing that
the corporation was adequately financed.

Where the single stockholder cannot prove that the

property of the One Person Corporation is independent of
the stockholder's personal property, the stockholder shall
be jointly and severally liable for the debts and other
liabilities of the One Person Corporation.

The principles of piercing the corporate veil applies with

equal force to One Person Corporations as with other
corporations.
Section 131.
Conversion from an Ordinary Corporation to a One
Person Corporation. When a single stockholder acquires
all the stocks of an ordinary stock corporation, the later
may apply for conversion into a One Person Corporation,
subject to the submission of such documents as the
Commission may require. If the application for
conversion is approved, the Commission shall issue a
certificate of filing of amended articles of incorporation
reflecting the conversion. The One Person Corporation
converted from an ordinary stock corporation shall
succeed the later and be legally responsible for all the
latter's outstanding liabilities as of the date of
conversion.
Section 132.
Conversion from One Person Corporation to an Ordinary Stock Corporation. - A One
Person Corporation may be converted into an ordinary stock corporation after due
notice to the Commission of such fact and of the circumstances leading to the
conversion, and after compliance with all other requirements for stock corporations
under this Code and applicable rules. Such notice shall be filed with the Commission
within sixty (60) days from the occurrence of the circumstances leading to the
conversion into an ordinary stock corporation. If all requirement a have been complied
with, the Commission shall issue a certificate of filing or amended articles of
incorporation reflecting the conversion.

In case of death if the single stockholder, the nominee or alternate nominee shall
transfer the shares to the duly designated legal heir or estate within seven (7) days from
receipt of either an affidavit of heirship or self-adjudication executed by a sole heir, or
any other legal document declaring the legal heirs of the single stockholder and notify
the Commission of the transfer. Within sixty (60) days from the transfer of the shares,
the legal heirs shall notify the Commission of their decision to either wind up and
dissolve the One Person Corporation or convert it into an ordinary stock corporation.

The ordinary stock corporation converted from One Person Corporation shall succeed
the latter and be legally responsible for all the latter's outstanding liabilities as of the
date of conversion.
DISSOLUTION
Section 133.

Methods of Dissolution. - A corporation formed

or organized under the provisions of this Code
may be dissolved voluntarily or involuntarily.
VOLUNTARY DISSOLUTION

1. By the majority vote of the BOD or BOT and the

resolution is ratified by majority vote of the
SH/M where no creditors are affected (sec 134);
2. By the judgment of the SEC after hearing of
petition for voluntary dissolution where creditors
are affected;
3. By amending the AOI to shorten the corporate
terms;
4. In case of merger or consolidation
INVOLUNTARY DISSOLUTION

1. By expiration of corporate term;

2. By legislative enactment;
3. Upon lawful order of the court;
4. By failure to formally organize and commence
its business within 5 years from the date of
incorporation;
5. By order of the SEC on grounds under
existing laws
Section 135.
Voluntary Dissolution Where Creditors are Affected; Procedure and Contents of Petition. - Where the dissolution of a
corporation may prejudice the rights of any creditor; a verified petition for dissolution shall be filed with the
Commission. The petition shall be signed by a majority of the corporation's board of directors or trustees, verified by
its president or secretary or one of its director or trustees, and shall set forth all claims and demands against it, and
that its dissolution was resolved upon by the affirmative vote of the stockholders representing at least two-thirds (2/3)
of the outstanding capital stock or at least two-thirds (2/3) of the member at a meeting of its stockholder or members
called for that purpose. The petition shall likewise state: (a) the reason for the dissolution; (b) the form, manner, and
time when the notices where given; and (c) the date, place and time of the meeting in which vote was made. The
corporation shall submit to the Commission the following: (1) a copy of the resolution authorizing the dissolution,
certified by a majority of the board of directors or trustees and countersigned by the secretary of the corporation; and
(2) a list of all its creditors.

If the petition is sufficient in form and substance, the Commission shall by an order reciting the purpose of the
petition, fix a deadline for filing objections to the petition which date shall not be less than thirty (30) days nor more
than sixty (60) days after the entry of the order. Before such date, a copy of the order shall be published at lease one
week for three (3) consecutive weeks in a newspaper of general circulation published in the municipality or city where
the principal office of the corporation is situated, or if there be no such newspaper, then in a newspaper of general
circulation in the Philippines, and a similar copy shall be posted for three (3) consecutive weeks in three (3) public
places in such municipality or city.

Upon five (5) days' notice given after the date on which the right to file objections as fixed in the order has expired,
the Commission shall proceed to hear the petition and try any issue raised in the objections filed; and if no such
objection is sufficient, and the material allegations of the petition are true, it shall render judgment dissolving the
corporation and directing such disposition of its assets as justice requires, and may appoint a receiver to collect such
assets and pay the debts of the corporation.

The dissolution shall take effect only upon the issuance by the Commission of a certificate of dissolution.
 Section 136.
Dissolution by Shortening Corporation Term. - A voluntary dissolution
may be effected by amending the articles of incorporation to shorten the
corporate term pursuant to the provisions of this Code. A copy of the
amended articles of incorporation shall be submitted to the Commission
in accordance with this Code.

Upon the expiration of the shortened term, as stated in the approved

amended articles of incorporation, the corporation shall be deemed
dissolve without any further proceedings, subject to the provisions of
this Code on liquidation.

In the case of expiration of corporate term, dissolution shall

automatically take effect on the day of the following the last day of the
corporate term stated in the articles of incorporation without the need
for the issuance by the Commission of a certificate of dissolution.
Section 137.
Withdrawal of Request and Petition for Dissolution. - A withdrawal of the request
for dissolution shall be made in writing, duly verified by any incorporator, director,
trustees, shareholder, or member and signed by the same number of
incorporators, directors, trustees, shareholder, or member and signed by the
same number of incorporators, directors, trustees, shareholders, or members
necessary to request for dissolution as set forth in the foregoing sections. The
withdrawal shall be submitted no later than fifteen (15) days from receipt by the
Commission of the request for dissolution, the Commission shall withhold action
on the request for dissolution and shall, after investigation: (a) make a
pronouncement that the request for dissolution is deemed withdrawn; (b) direct
joint meeting of the board of directors or trustees and the stockholders or
members for the purpose of ascertaining whether to proceed with dissolution; or
(c) issue such other orders as it may deem appropriate.

A withdrawal of the petition for dissolution shall be in the form of a motion and
similar in substance to a withdrawal of request for dissolution but shall be verified
and filed prior to publication of the order setting the deadline for filing objections
to the petition.
 Section 138.
Involuntary Dissolution. - A corporation may be dissolve by the Commission motu propio or upon filing of a
verified complaint by any interested party. The following may be grounds for dissolution of the corporation:
(a) None-use of corporate charter as provided under Section 21 of his Code;
(b) Continuous inoperation of a corporation as provided under Section 21 of this Code;
(c) Upon receipt of a lawful court order dissolving the corporation;
(d) Upon finding by the final judgment that the corporation procured its incorporation through fraud;
(e) Upon finding by final judgment that the corporation:
(1) Was created for the purpose of committing, concealing or aiding the commission of securities
violation, smuggling, tax evasion, money laundering, or graft and corrupt practices;
(2) Committed or aided in the commission of securities violations, smuggling, tax evasion, money
laundering, or graft and corrupt practices, and its stockholders knew of the same; and
(3) Repeatedly and knowingly tolerated the commission of graft and corrupt practices or other
fraudulent or illegal acts by its directors, trustees, officers, or employees.

If the corporation is ordered dissolved by final judgment pursuant to the grounds set forth in subparagraph
(e) hereof, its assets, after payment of its liabilities, shall upon petition of the Commission with the
appropriate court, be forfeited in favor of the national government. Such forfeiture shall be without prejudice
to the rights of innocent stockholders and employees for services rendered, and to the application for other
penalty or sanction under this Code or other laws.

The Commission shall give reasonable notice to, and coordinate with, the appropriate regulatory agency prior
to the involuntary dissolution of companies under their special regulatory jurisdiction
 Section 139.
Corporate Liquidation. - Except for banks, which shall be covered by the applicable provisions of
Republic Act No. 7653, otherwise known as "The New Central Bank Act", as amended, and Republic
Act No. 3591, otherwise known as the Philippine Deposit Insurance Corporation Charter, as
amended, every corporation whose charter expires pursuant to its article of incorporation is
annulled by forfeiture, or whose corporate existence is terminated in any other manner, shall
nevertheless remain as a body corporate for three (3) years after the effective date of dissolution,
for the purpose of prosecuting and defending suits by or against it and enabling it to settle and close
its affairs, dispose of and convey its property, and distribute its assets, but not for the purpose of
continuing the business for which it was established.

At any time during said three (3) years, the corporation is authorized and empowered to convey all
of its property to trustees for the benefit of stockholders, members, creditors, and other persons in
interest. After any such conveyance by the corporation of its property in trust for the benefit of its
stockholders, members, creditors and others in interest, all interest which the corporation had in
the property terminates, the legal interest vests in the trustees, and the beneficial interest in the
stockholders, members, creditors or other persons-in-interest.

Except as otherwise provided for in Section 93 and 94 of this Code, upon the winding up of
corporate affairs, any asset distributable to any creditor or stockholder or member who is unknown
or cannot be found shall be escheated in favor of the national government.
Except by decrease of capital stock and as otherwise allowed by this Code, no corporation shall
distribute any of its assets or property except upon lawful dissolution and after payment of all its
debts and liabilities.
FOREIGN CORPORATION
Section 140.

Definition of Rigths of Foreign Corporations. - For

purposes of this Code, a foreign corporation is one
formed, organized or existing under laws other than
those of the Philippines' and whose laws allow
Filipino citizens and corporations to do business in
its own country or State. It shall have the right to
transact business in the Philippines after obtaining a
license for that purpose in accordance with this
Code and certificate of authority from the
appropriate government agency.
Requisites

1. It is one formed, organized or existing under

any laws other than those of the Philippines
2. The law where the such corporation was
organized allow Filipino citizens and
corporations to do business in its own
country or state.
3. It must obtain a license and a certificate, to
do business, from appropriate government
agency.
Doing Business Defined

Those activities undertaken in the Philippines

involving profit-making
Section 141.

Application to Existing Foreign Corporations. -

Every foreign corporation which, on the date of
the effectivity of this Code, is authorized to do
business in the Philippines under a license
issued to it shall continue to have such authority
under the terms and conditions of its license,
subject to the provisions of this Code and other
special laws.
Section 142.
Application of a License. - A foreign corporation applying for a license to transact business in the
Philippines shall submit to the Commission a copy of its articles of incorporation and bylaws, certified in
accordance with law, and their translation to an official language of the Philippines, if necessary. The
application shall be under oath and, unless already stated in its articles of incorporation, shall
specifically set forth the following:
(a) The date and term of incorporation;
(b) the address including the street number, of the principal office of the corporation in the country or
State of incorporation;
(c) The name and address of its resident agent authorized to accept summons and process in all legal
proceedings and all notices affecting the corporation, pending the establishment of a local office;
(d) The place in the Philippines where the corporation intends to operate;
(e) The specific purpose or purposes which the corporation intends to pursue in the transaction of its
business in the Philippines: Provided, That said purpose or purposes are those specifically stated in the
certificate of authority issued by the appropriate government agency;
(f) The names and addresses of the present directors and officers of the corporation;
(g) A statement of its authorized capital stock and the aggregate number of shares which the
corporation has authority to issue, itemized by class, par value of shares, shares without par value, and
series, if any;
(h) A statement of its outstanding capital stock and the aggregate number of shares which the
corporation has issued, itemized by class, par value of shares, shares without par value, and series, if
any;
(i) A statement of the amount actually paid in; and
(j) Such additional information as may be necessary or appropriate in order to enable the Commission
to determine whether such corporation is entitled to a license to transact business in the Philippines,
and determine and assess the fees payable.
Attached to the application for license shall be a certificate under oath duly
executed by the authorized official or officials of the jurisdiction of its
incorporation, attesting to the fact the laws of the country or State of the
applicant allow Filipino citizens and corporations to do business therein, and
that the applicant is an existing corporation in good standing. If the certificate
is in a foreign language, a translation thereof in English under oath of the
translator shall be attached to the application.

The application for a license to transact business in the Philippines shall

likewise be accompanied by a statement under oath of the president or any
other person authorized by the corporation, showing to the satisfaction of the
Commission and when appropriate, other governmental agencies that the
applicant is solvent and in sound financial condition, setting forth the assets
and liabilities of the corporation as of the date not exceeding one (1) year
immediately prior to the filing of the application.

Foreign banking, financial, and insurance corporations shall, in addition to the

above requirements, comply with the provisions of existing laws applicable to
them. In the case of all other foreign corporations, no application for license
to transact business in the Philippines shall be accepted by the Commission
without previous authority from the appropriate government agency,
whether required by law.
Summary
1. If a FC does business in the Philippines w/o a license, it
cannot sue before Philippine Courts;
2. If a FC is NOT doing business in the Philippines, license
is not necessary to sue before Philippine Courts;
3. If a FC does business in the Philippines w/o a license, a
Philippine citizen or entity which has contracted with said
corporation may be estopped from challenging the FC’s
corporate personality in a suit brought before Philippine
Courts;
4. If a FC does business in the Philippines WITH required
license, it can sue in the Philippine Courts on any
transaction.
 Section 143.
Issuance of a License. - If the Commission is satisfied that the applicant has complied with all the requirements of this
Code and other special laws, rules and regulations, the Commission shall issue a license to transact business in the
Philippines to the applicant for the purpose or purposes specified in such license. Upon issuance of the license, such
foreign corporation may commence to transact business in the Philippines and continue to do so for as long as it retains
authority to act as a corporation under the laws of the country or State of its incorporation, unless such license is sooner
surrendered, revoked suspended, or annulled in accordance with this Code or other special laws. Within sixty (60) days
after the issuance of the license to transact business in the Philippines, the licensee, except foreign banking or insurance
corporations, shall deposit with the Commission for the benefit of present and future creditors of the licensee in the
Philippines, securities satisfactorily to the Commission, consisting of bonds or other evidence of the indebtedness of the
Government of the Philippines, its political subdivisions and instrumentalities, or of government-owned or -controlled
corporations and entities, shares of stock or debt securities that are registered under Republic Act No. 8799, otherwise
known as "The Securities Regulation Code", shares of stock in domestic corporations listed in the stock exchange, shares
of stock in domestic insurance companies and banks, any financial instrument determined suitable by the Commission,
or any combination thereof with an actual market value of at least Five hundred thousand pesos (₱500,000.00) or such
other amount that may be set by the Commission: Provided, however, That within six (6) months after each fiscal year of
the licensee, the Commission shall require the licensee to deposit additional securities or financial instruments
equivalent in actual market value to two percent (2%) of the amount by which the licensee's gross income for that fiscal
year exceeds Ten million pesos (₱10,000,000.00). The Commission shall also require the licensee to deposit additional
securities financial instruments if the actual market of the deposited securities or financial instruments has decreased by
at least ten percent (10%) of their actual market value at the time they were deposited, The Commission may, at its
discretion, release part of the additional deposit if the gross income of the licensee has decreased, or if the actual
market value of the total deposit has increased, by more than ten percent (10%) of their actual market value at the time
they were deposited. The Commission may, from time to time, allow the licensee to make substitute deposits of those
already on deposit as long as the licensee is solvent. Shall licensee is entitled to collect the interest or dividends on
such-deposits. In the event the licensee ceases to do business in the Philippines, its deposits shall be returned, upon the
licensee's application and upon proof to the satisfaction of the Commission that the licensee has no liability to the
Philippine residents, including the Government of the Republic of the Philippines. For purposes of computing the
securities deposits, the composition of gross income and allowable deductions therefrom shall be in accordance with
the rules of the Commission.
Section 144.
Who May be a Resident Agent. - A resident agent
may be either an individual residing in the
Philippines or a domestic corporation lawfully
transacting business in the
Philippines: Provided, That an individual resident
agent must be of good moral character and of
sound financial standing: Provided, further, That in
case of a domestic corporation who will act as a
resident agent, it must be likewise be of sound
financial standing and must show proof that it is in
good standing as certified by the Commission.
Purpose of Appointing a Resident Agent

1. Accepting and receiving Notices affecting the

corporation pending the establishment of its
local office, and
2. Accepting and receiving Summons and other
legal processes in all proceedings for or
against the corporation.
Section 145.
Resident Agent; Service of Process. - As a condition to the issuance of the license for a foreign corporation to
transact business in the Philippines, such corporation shall file with he Commission a written power of
attorney designating a person who must be a resident of the Philippines, on whom summons and other legal
processes may be served in all actions or other legal processes may be served in all actions or legal
proceedings against such corporation, and consenting that service upon such resident agent shall be admitted
and held as valid if served upon the duly authorized officers of foreign corporation shall likewise execute and
file with the Commission an agreement or stipulation, executed by the proper authorities of said corporation,
in form and substance as follows:

"The (name of foreign corporation) hereby stipulates and agrees, in consideration of being granted a license to
transact business in the Philippines, that if the corporation shall cease to transact business in the Philippines,
or shall be without any resident agent in the Philippines on whom any summons or other legal process may be
served, then service of any summons or other legal process may be made upon the Commission in any action
or proceeding arising out of any business or transaction which occurred in the Philippines and such service
shall have the same force and effect as if made upon the duly authorized officers of the corporation at its
home office.“

Whenever such service of summons or other process is made upon the Commission, the Commission shall,
within ten (10) days thereafter, transmit by mail a copy of such summons or other legal process to the
corporation at its home or principal office. The sending of such copy by the Commission shall be necessary
part of and shall complete such service. All expenses incurred by the Commission for such service shall be paid
in advance by the party at whose instance the service is made.
It shall be the duty of the resident agent to immediately notify the Commission in writing of any change in the
resident agent's address.
To whom summons may be served

1. On FC’s resident agent designated in

accordance with the law for that purpose;
2. On government official designated by law to
receive summons if the corporation does not
have resident agent, and
3. On any corporate officers or agents within
the Philippines.
Section 146.

Law Applicable. - A foreign corporation lawfully

doing business in the Philippines shall be bound
by all laws, rules and regulations applicable to
domestic corporations of the same class, except
those which provide for the creation, formation,
organization or dissolution of corporations or
those which fix the relations, liabilities,
responsibilities, or duties of stockholders,
members or officers of corporations to each
other or to the corporation.
Summary

Philippine Laws regarding Corporation shall

apply to FC, EXCEPT those matter pertaining to:
1. CREATION, FORMATION, ORGANIZATION OR
DISSOLUTION
2. Inter-corporate matters such as, relations,
liabilities or duties between and among
members,
Section 147.
Amendments to Articles of Incorporation or Bylaws of Foreign
Corporations. - Whenever the article of incorporation or
bylaws of a foreign corporation authorized to transact business
in the Philippines are amended, such foreign corporation shall,
within sixty (60) days after the amendment becomes effective,
file with the Commission, and in proper cases, with the
appropriate government agency, a duly authenticated copy of
the amendment articles of incorporation or bylaws, indicating
clearly in capital letters or underscoring the change or changes
made, duly certified by the authorized official or officials of the
country or State of incorporation. Such filing shall not in itself
enlarge or alter the purpose or purposes for which such
corporation is authorized to transact business in the
Philippines.
Section 148.

Amended License. - A foreign corporation

authorized to transact business in the
Philippines shall obtain an amended license in
the event it changes its corporate name, or
desires to pursue other or additional purposes
in the Philippines, by submitting an application
with the Commission, favorably endorsed by the
appropriate government agency in the proper
cases.
Section 149.
Merger or Consolidation Involving a Foreign Corporation Licensed in the
Philippines. - One or more foreign corporations authorized to transact
business in the Philippines may merge or consolidate with any domestic
corporation or corporations if permitted under Philippine laws and by the
law of its incorporation: Provided, That the requirements on merger or
consolidation as provided in this Code are followed.

Whenever a foreign corporation authorized to transact business in the

Philippines shall be a party to merger or consolidation in its home country
or State as permitted by the law authorizing its incorporation, such foreign
corporation shall, within sixty (60) days after the effectivity of such merger
or consolidation, file with the Commission, and in proper cases, with the
appropriate government agency, a copy of the articles of merger or
consolidation was effected: Provided, however, That if the absorbed
corporation is the foreign corporation doing business in the Philippines,
the latter shall at the same time file a petition for withdrawal of its license
in accordance with this Title.
Section 150.

Doing Business Without a License. - No foreign

corporation transacting business in the Philippines
without a license, or its successor or assigns, shall be
permitted to maintain or intervene in any action,
suit or proceeding in any court or administrative
agency of the Philippines; but such corporation may
be sued or proceeded against before the Philippine
courts or administrative tribunals on any valid cause
of action recognized under Philippine laws.
Section 151.
Revocation of License. - Without prejudice to other grounds provided under special laws,
the license of a foreign corporation to transact business in the Philippines may be
revoked or suspended by the Commission upon any of the following grounds:
(a) Failure to file its annual report or pay any fees as required by this Code;
(b) Failure to appoint and maintain a resident agent in the Philippines as required by this
Title;
(c) Failure, after change of its resident agent or address, to submit to the Commission a
statement of such change as required by this Title;
(d) Failure to submit to the Commission an authenticated copy of any amendment to its
articles of incorporation or bylaws or of any articles of merger or consolidation within
the time prescribed by this Title;
(e) A misrepresentation of any material mater in any application, report, affidavit or
other document submitted by such corporation pursuant to this Title;
(f) Failure to pay any and all taxes, imposts, assessments or penalties, if any, lawfully due
to the Philippine Government or any of its agencies or political subdivisions;
(g) Transacting business in the Philippines outside of the purpose or purposes for which
such corporation is authorized under its license;
(h) Transacting business in the Philippines as agent of or acting on behalf of any foreign
corporation or entity not duly licensed to do business in the Philippine; or
(i) Any other ground as would render it unfit to transact business in the Philippines.
Section 152.

Issuance of Certificate of Revocation. - Upon the

revocation of the license to transact business in the
Philippines, the Commission shall issue a
corresponding certificate of revocation, furnishing a
copy thereof to the appropriate government agency
in the proper cases.
The Commission shall also mail the notice and copy
of the certificate of revocation to the corporation, at
its registered office in the Philippines.
Section 153.
Withdrawal of Foreign Corporations. - Subject to existing laws
and regulations, a foreign corporation licensed to transact
business in the Philippines may be allowed to withdraw from
the Philippines by filing a petition for withdrawal of license. No
certificate of withdrawal shall be issued by the Commission
unless all the following requirements are met:
(a) All claims which have accrued in the Philippines have been
paid, compromised or settled;
(b) All taxes, imposts, assessments, and penalties, if
any, agencies or political subdivisions, have been paid; and
(c) The petition for withdrawal of license has been published
once a week for three (3) consecutive weeks in a newspaper of
general circulation in the Philippines.