THE Covid-19 pandemic is far from over, but we are already feeling its ill effects in the world economy. Many businesses are shutting down, and many Filipinos here and abroad have lost their jobs. These are unfortunate times for most, but as with any other calamity, disaster, the difficulty we have been through, the resilient Filipino spirit we are known for shines through.
In our line of work, it is sad that we have a considerable number of inquiries for the dissolution of corporations and the termination of business partnerships. It is worthy to note, however -- consistent with Filipino resilience, ingenuity and determination -- that we are also registering a good number of new businesses, notably in the food industry, errand services, forwarding and cargo business, online and on-site retail trading, and even crafts and hobbies business, to name a few.
The Revised Corporation Code (RCC), which took effect on February 23, 2019, introduced new concepts in a business organization as part of the amended provisions of the old law. This may be worth looking into by individuals or groups who are contemplating starting their businesses at this time.
For one, we now have One Person Corporations (OPC), allowed to be incorporated by only one incorporator. This means the corporation will no longer be managed by a board, but only by its sole stockholder as of the only director. OPCs are allowed for all business corporations, except for financial intermediaries like lending companies, financing corporations, banks, investment companies and insurance companies. As it is no longer managed by a board, management decisions and prerogatives are exercised by the sole director, who owns and runs the business by himself, while exercising corporate powers under the RCC.
The RCC likewise introduced certain changes in the number and qualifications of incorporators. Under the old code, a corporation is required to be organized by a minimum of five natural persons; however, under the RCC, business entities (stock), organizations and other non-stock corporations may now be incorporated by less than five incorporators. We now also allow juridical persons to be incorporators, subject to limitations and prohibitions on certain industries under the Foreign Investment Negative List.
Consistent with President Duterte's call in his SONA 2020 for government services to be made available online, OPCs and corporations with less than five incorporators can be applied through the IORS system at https://apps004.sec.gov.ph:8001/application. For registration of "traditional" corporations with five or more incorporators, you may access the CRS system here: https://crs.sec.gov.ph/.
Considering the stringent measures undertaken by our local government for travelers to Baguio City, we are strongly recommending that scanned copies of documentary requirements (in PDF format) be sent ahead through email at secbaguio@sec.gov.ph for evaluation before submission of actual copies and payment of filing fees.
This pre-processing through e-mail (which goes for both registrations and applications for amendment) is highly encouraged as part of our new normal operations. That way, we lessen face-to-face interactions and ensure that your visit to the office will be only upon confirmation that your documents are complete, your application is approved for payment and thereafter, for issuance of your requested certificates or certifications.
Wishing everyone good health, safety and resilience as we continue through this Covid-19 crisis. (Dir. Regina May M. Cajucom-De Guzman, SEC Baguio Extension Office)