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Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
AT A GLANCE:
In the event of the single stockholder’s death or incapacity, the nominee shall take the place of the single stockholder as director and shall manage the corporation’s affairs. (Section 124, Revised Corporation Code)
The law says –
Republic Act No. 11232, otherwise known as the “Revised Corporation Code of the Philippines” (RCC) introduced the One Person Corporation.
The law defines One Person Corporation as a corporation with a single stockholder provided that, only a natural person, trust or an estate may form a One Person Corporation.
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 Such consent may be withdrawn in writing anytime before the death or incapacity of the single stockholder.
In case of incapacity of the single stockholder
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 heris 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 conditions applicable to the nominee.
The single 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
(Source: Sections 116, 124, 125, 126, Revised Corporation Code)
Read also: One Person Corporation
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