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Republic of the Philippines
HOUSE OF REPRESENTATIVES AUG 2016

Quezon City a — te

SEVENTEENTH CONGRES:
First Regular Session

ry REGISTRATION Un .
HOUSE BILL NO. 2947 | piss ano INDEX SERVIC!

Introduced by REP. EVELINA G. ESCUDERO

EXPLANATORY NOTE

The Constitution provides that the State shall encourage private enterprise and
provide incentives to needed investments in recognition of the private sectors’ indispensable
role.

Consequently, to realize this State policy, it is proposed that a more viable, efficient
and doable means of incorporation needs to be institutionalized. More specifically, a law that
shall allow the creation and recognition of a single person corporation as a juridical entity
vested with the same powers, purposes and prerogatives as that of the current legal fiction
with the mandatory “not less than five but not more than fifteen” incorporators.

A one-person corporation has gained popularity worldwide as a business vehicle
given its advantages in terms of liability. Compared to a sole proprietorship, which is
presently the only legal option available for a one-individual owned business entity, a one-
person corporation liability is limited to the properties you infused in the corporation,

Hence, this proposal is submitted for consideration.

Letwiditf

~~” EVELINA G. ESCUDERO

‘Section 20, Article IT.


Republic of the Philippines
HOUSE OF REPRESENTATIVES
Quezon City

SEVENTEENTH CONGRESS.
First Regular Session

2217

HOUSE BILL NO.

Introduced by REP. EVELINA G. ESCUDERO-

AN
ALLOWING ONE PERSON CORPORATIONS, AMENDING FOR THE PURPOSE,
PERTINENT PROVISIO! OF BATAS PAMBANSA BLG, 68 OR THE
CORPORATION CODE OF THE PHILIPPINES, AS AMENDED

Be it enacted by the Senate and the House of Representatives of the Republic of the
Philippines in Congress assembled:

SCTION 1. Short TitleThis Act shall be known and cited as the One-Person
Corporations Act.

SEC. 2. Declaration of Policy.--It is the policy of the State, as enshrined in the
Constitution, to encourage private enterprise and provide incentives to needed investment
As such and in recognition of the indispensable role of the private sector, the State shall
provide a more viable, effective and efficient legal atmosphere for businesses and job
opportunities to flourish. More particularly, the State prescribes a simpler and more doable
manner of incorporation, allowing and recognizing a single individual corporation as a
juridical entity created by fiction of law.

SEC. 3. Incorporation and Organization of One Person Private Corporations. ~ Any
natural person, of legal age and a resident of the Philippines, may form a one-person
corporation for any lawful purpose or purposes. The single incorporator of a stock
corporation must own or be the subscriber to the shares of the capital stock of the
corporation.

SEC. 4, Suppletory Application. ~ The provisions of Batas Pambansa Blg. 68 or The
Corporation Code of the Philippines, as amended, insofar as they are not inconsistent with the
provisions hereof, shall apply to one-person corporations.

SEC. 5. Amendatory Clause. ~ Batas Pambansa Blg. 68, as amended, specifically
Sections 10 and 14, Title II, thereof, and other provisions inconsistent herewith are hereby
amended or modified accordingly. All other laws, orders and proclamations, rules and
regulations or parts thereof. inconsistent with or contrary to the provisions of this Act or its
purposes are likewise hereby amended or modified accordi



Separability Clause. If any provision or part hereof is held invalid or
unconstitutional, the remainder of the law or the provision not otherwise affected shall remain
valid and subsisting

SEC. 7. Effectivity Clause, This Act shall take effect fifteen (15) days from its
publication in at least two newspapers of national circulation.

Approved,