SEC issues draft rules for corporations converting into OPCs

The Securities and Exchange Commission (SEC) has issued on 17 February 2020 a draft memorandum circular on the guidelines for converting corporations to a one person corporation (OPC). This draft will be up for comments before its final approval.

This is in line with the introduction of OPCs under Republic Act No. 11232, which took effect in February 2019.

Some of the requirements for converting into OPCs include an affidavit of conversion executed by the single stockholder who has acquired all of the outstanding shares of the corporation and a secretary certificate of no intra-corporate dispute.

The memorandum circular also covers OPCs converting into ordinary stock corporations. One documentary requirement is the notice of conversion detailing the transfer of shares to new stockholders.

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