SIXTEENTH CONGRESS OF THE 
REPUBLIC OF THE PHILIPPINES 
First Regular Session 
) 
) 
) 
SENATE 
S. No. 2104 
Introduced by Senator FRANCIS G. ESCUDERO 
AN ACT 
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'14 
FEB -5 i'?:1!l 
ALLOWING ONE PERSON CORPORATIONS, AMENDING FOR THE 
PURPOSE PERTINENT PROVISIONS OF BATAS PAMBANSA BLG. 68 OR 
THE CORPORATION CODE OF THE PHILIPPINES, AS AMENDED 
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 
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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. 
FRANCIS G. ESCUDERO 
I Section 20, Article II. 


SIXTEENTH CONGRESS OF THE 
REPUBLIC OF THE PHILIPPINES 
) 
) 
First Regular Session 
) 
'14 
FEB -5 P 2 :1 (] 
SENATE 
S. No. 2104 
Introduced by Senator FRANCIS G. ESCUDERO 
. 
, 
AN ACT 
ALLOWING ONE PERSON CORPORATIONS, AMENDING FOR THE 
PURPOSE PERTINENT PROVISIONS OF BATAS PAMBANSA BLG. 68 
OR THE CORPORATION CODE OF THE PHILIPPINES, AS 
AMENDED 
Be it enacted by tile Senate and the HOllse of Representatives of the Republic of the Philippines in 
Congress assembled: 
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SECTION 1. Short Tit/e.-This Act shall be known and cited as the One-Person 
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Corporations Act of2014. 
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SEC. 2. 
Declaration of Policy. --It is the policy of the State, as enshrined in the 
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Constitution, to encourage private enterprise and provide incentives to needed 
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investments.As such and in recognition of the indispensable role of the private sector, 
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the State shall provide a more viable, effective and efficient legal atmosphere for 
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businesses and job opportunities to flourish. More particularly, the State prescribesa 
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simpler and more doable manner of incorporation, allowing and recognizing a single 
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individual corporation as a juridical entity created byfiction of law. 
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SEC. 3. 
Incorporation and Organization of One Person Private Corporations. -
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Any natural person, of legal age and a resident of the Philippines, may form a one-
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person corporation for any lawful purpose or purposes. The single incorporator of a 
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stock corporation must own or be the subscriber to the shares of the capital stock of the 
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corporation. 
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SEC. 4. 
SuppletoryApplication. - The provisions of Batas PambansaBlg. 68 or 
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The Corporation Code of the Philippines, as amended, insofar as they are not 
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inconsistent with the provisions hereof, shall apply toone-person corporations. 
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SEC 5. 
Amendatory Clause. -
Batas PambansaBlg. 68, as amended, 
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specifically Sections 10 and 14, Title' II, thereof, and other provisions inconsistent 
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herewith are hereby amended or modified accordingly. All other laws, orders and 
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proclamations, rules and regulations or parts thereof, inconsistent with or contrary to 
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the provisions of this Act or its purposes are likewise hereby amended or modified 
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accordingly. 
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SEC 6. 
Separability Clause. If any provision or part hereof is held invalid or 
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unconstitutional, the remainder of the law or the provision not otherwise affected shall 
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remain valid and subsisting 
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SEC 7. 
Effectivity Clause.· This Act shall take effect fifteen (15) days from its 
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publication in at least two newspapers of national circulation: 
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Approved, 
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