Regulatory Alerts2020-10-14
SEC Memorandum Circular No. 27 Series of 2020: Guidelines for Conversion of Corporations to One Person or Ordinary Stock Corporations
The Securities and Exchange Commission issued these guidelines to operationalize the conversion between Ordinary Stock Corporations and One Person Corporations under the Revised Corporation Code of the Philippines. The document details the specific documentary requirements, procedural steps, and fee structures for both voluntary conversion from an Ordinary Stock Corporation to a One Person Corporation and mandatory conversion when a One Person Corporation acquires additional shareholders. It further establishes that converted entities retain their original registration numbers, assume all outstanding liabilities, and must adhere to strict filing timelines and legal provisions governing corporate governance.
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