AoI of One Person Corporation

ARTICLES OF INCORPORATION
OF
_____________________________________, OPC.
(Name of One Person Corporation)
The undersigned, of legal age, voluntarily forms a One Person Corporation (OPC)
under the laws of the Republic of the Philippines and certifies the following:
First: That the name of the said corporation shall be __________________,

OPC.
Second: That the purpose or purposes for which such corporation is incorporated
are: (if there are more than one purpose, indicate primary and secondary purposes).
Third: That the principal office of the OPC is located in

__________________________________________________________________.
Fourth: That the OPC shall have perpetual existence.
(If the OPC has a specific term of existence): That the OPC shall have a term of
existence of ______ (xxx) years from the date of issuance of the certificate of
incorporation.
Fifth: That the name, nationality, and residence of the single stockholder /
director / president of the OPC are as follows:
Name Nationality Residence
___________________ ___________________ ___________________
Sixth: That the names, nationalities, and residence addresses of the nominee
and alternate nominee are as follows:

Nominee ________________ ________________ ________________
Alternate Nominee ________________ ________________ ________________
Seventh: That the authorized capital stock of the OPC is _________________

Pesos (PH₱____________.00) divided into ________ shares with par value of
___________________________ Pesos (PH₱____________.00) per share.
Eight: That the number of shares of the authorized capital stock above-stated
has been subscribed as follows:
Name of Nationality No. of Shares Amount Amount Paid

Subscriber Subscribed Subscribed
_____________ _____________ _____________ _____________ _____________
Ninth: (Choose only one of the applicable paragraph, i.e., a) if the single
stockholder acts as treasurer, b) if another person has been appointed as treasurer;
and c) if the single stockholder has yet but commits to appoint a treasurer after receipt
of the certificate of incorporation.)
a) That as self-appointed Treasurer of the OPC, I acknowledge to have received

in the name and for the benefit of the corporation, all subscriptions paid or given by the
subscriber, who certifies that the information set forth in the seventh and eighth clauses
above, and that the paid-up portion of the subscription in cash and/or property has
been duly received for the benefit and credit of the corporation, and that I shall
faithfully administer the corporation’s funds to be received as Treasurer, and to
disburse and invest the same in accordance with law and these Articles of
Incorporation;
Or:
b) That as Treasurer of the OPC, I acknowledge to have received in the name

and for the benefit of the corporation, all subscriptions paid or given by the subscriber,
who certifies the information set forth in the seventh and eighth clauses above, and
that the paid-up portion of the subscription in cash and/or property has been duly
received for the benefit and credit of the corporation, and that I shall faithfully
administer the OPC’s funds to be received as Treasurer, and to disburse and invest the
same in accordance with the law and these Articles of Incorporation.
Or:
c) That within fifteen (15) days from the issuance of its certificate of
Incorporation, the OPC shall appoint a treasurer and notify the Commission thereof,
within five (5) days from appointment.
Tenth: That I undertake to change the name of the OPC immediately upon
receipt of notice from the Commission that another corporation, partnership, or person
has acquired a prior right to the use of such name, that the name has been declared
not distinguishable from a name already registered or reserved for the use of another
corporation, or that it is contrary to law, public morals, good customs, or public policy.
Eleventh: That no transfer of stock or interest which shall reduce the ownership
of Filipino citizens to less than the required percentage of capital stock as provided by
existing laws shall be allowed or permitted to be recorded in the proper books of the
OPC, and this restriction shall be indicated in all stock certificates issued by the
corporation.
Twelfth: That the fiscal year of the OPC shall begin on the ____ day of
_____________ and shall end on the ____ day of _____________ of each year. (if not
stated in the AoI, it is understood that the fiscal year of said corporation follows the
calendar year.)
IN WITNESS WHEREOF, I have hereunto signed these Articles of Incorporation,

this ______ day of ____________, 20___, in the City/Municipality of ______________,
Province of ____________________, Republic of the Philippines.
___________________________
(Name and signature of Incorporator)
TIN: ______________________
___________________________
(Name and signature of Treasurer)
TIN: ______________________
Sample of Acceptance Letter of the Nominee or alternate nominee of the OPC
Note: the nominee and alternate nominee can sign their names in the same letter as
acceptance of their nomination
Date:
To: (Name of Single Incorporator)

(Name of the One Person Corporation)
(Address of the One Person Corporation)
Dear Mr./Ms. _________________________,
I am writing to confirm my acceptance of the offer to be your designated nominee ( or

alternate nominee) in compliance with the requirement of the Revised Corporation Code
of the Philippines for the purpose of registration of your One Person Corporation with
the Securities and Exchange Commission.
I have understood the extent and limitations of my authority as nominee (or alternative
nominee) in the event that I am called to manage the affairs of the One Person
Corporation, as we discussed.
Thank you.
Very truly yours,
________________________________________________________
(Signature over printed name of the nominee or alternative nominee)
TIN: ______________________
FORM FOR APPOINTMENT OF OFFICERS
FOR THE YEAR _____
ONE PERSON CORPORATION
************************PLEASE PRINT LEGIBLY***********************
CORPORATE NAME: DATE OF REGISTRATION:
BUSINESS/TRADE NAME: FISCAL YEAR END:
SEC REGISTRATION NUMBER: EMAIL ADDRESS:
COMPLETE BUSINESS ADDRESS:
PRIMARY PURPOSE/ACTIVITY INDUSTRY PRESENTLY ENGAGED IN: CORPORATE TAX IDENTIFICATION

NUMBER:
TELEPHONE NUMBER:
OFFICER’S INFORMATION
NATIONALIT OFFICER/
NAME/CURRENT RESIDENTIAL ADDRESS GENDER TAX INDETIFICATION NUMBER
Y POSITION
NOTE: USE ADDITIONAL SHEET IF NECESSARY
Certified correct:
(NAME OF THE SINGLE STOCKHOLDER/PRESIDENT)

(Signature Over Printed name)
(Tax Identification Number)
SUBSCRIBED AND SWORN TO before me in _____________________ on ___________ by affiant who personally

appeared before me and exhibited to me as competent evidence of identity consisting of __________________________
issued at __________________ on _______________.
NOTARY PUBLIC
Doc. No.: _____;

Page No.: _____;
Book No.: _____;
Series of 20____.
SAMPLE FORM OF NOTICE TO CHANGE NOMINEE/
ALTERNATE NOMINEE OF THE ONE PERSON CORPORATION
Date: _________
Company Registration and Monitoring Department

Securities and Exchange Commission
Secretariat Building, PICC Complex
Roxas Blvd., Pasay City
Gentlemen:
In compliance with the requirement of Section 128 of the Revised Corporation

Code of the Philippines, the undersigned hereby notifies the Securities and Exchange
Commission of a change in the nominee and alternate nominee of
________________________________________, OPC, as indicated in the Articles of
Incorporation, Under SEC Reg. No. ____________________.
I, therefore, submit the names of the new nominees and their written consent as
follows:
Nominee: ________________________ ________ _________________________

Alternate
Nominee: ________________________ ________ _________________________
I consent to my appointment as Nominee
______________________
(Signature of the Nominee)
TIN: ________
I consent to my appointment as Alternate Nominee
______________________
(Signature of the Alternate)
TIN: ________
SUBSCRIBED AND SWORN TO before me in ________________________ on

___________ by the above-named individual as the Single Stockholder/President of the
OPC who personally appeared before me and exhibited to me as competent evidence of
identity consisting of __________________________ issued at __________________
on _______________.
NOTARY PUBLIC
Doc. No.: _____;

Page No.: _____;
Book No.: _____;
Series of 20____.

AoI of One Person Corporation

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ARTICLES OF INCORPORATION

First: That the name of the said corporation shall be __________________,

Third: That the principal office of the OPC is located in

Fourth: That the OPC shall have perpetual existence.

Name Nationality Residence

___________________ ___________________ ___________________

Name Nationality Residence

Seventh: That the authorized capital stock of the OPC is _________________

Name of Nationality No. of Shares Amount Amount Paid

a) That as self-appointed Treasurer of the OPC, I acknowledge to have received

b) That as Treasurer of the OPC, I acknowledge to have received in the name

IN WITNESS WHEREOF, I have hereunto signed these Articles of Incorporation,

To: (Name of Single Incorporator)

Dear Mr./Ms. _________________________,

I am writing to confirm my acceptance of the offer to be your designated nominee ( or

Very truly yours,

BUSINESS/TRADE NAME: FISCAL YEAR END:

SEC REGISTRATION NUMBER: EMAIL ADDRESS:

COMPLETE BUSINESS ADDRESS:

PRIMARY PURPOSE/ACTIVITY INDUSTRY PRESENTLY ENGAGED IN: CORPORATE TAX IDENTIFICATION

NOTE: USE ADDITIONAL SHEET IF NECESSARY

(NAME OF THE SINGLE STOCKHOLDER/PRESIDENT)

SUBSCRIBED AND SWORN TO before me in _____________________ on ___________ by affiant who personally

Doc. No.: _____;

Company Registration and Monitoring Department

In compliance with the requirement of Section 128 of the Revised Corporation

Name Nationality Residence

Nominee: ________________________ ________ _________________________

I consent to my appointment as Nominee

I consent to my appointment as Alternate Nominee

SUBSCRIBED AND SWORN TO before me in ________________________ on

Doc. No.: _____;

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_________ _ ___________

SUBSCRIBED AND SWORN TO before me in ___________ on _ by affiant who personally

Nominee: _