Guidelines for the Conversion of Corporations Either to One Person Corporation or to Ordinary Stock Corporation

August 25, 2020

SEC MEMORANDUM CIRCULAR NO. 27-20

TO : All Concerned
SUBJECT: Guidelines for the Conversion of Corporations Either to One Person Corporation or to Ordinary Stock Corporation

In order to operationalize Title XIII, Chapter III of Republic Act No. 11232, or the Revised Corporation Code of the Philippines (RCC), which allows the conversion from an Ordinary Stock Corporation (OSC) to a One Person Corporation (OPC), as well as the conversion from an OPC to an OSC, the Commission resolved to issue the following guidelines:

PART I

Ordinary Stock Corporation to One Person Corporation

SECTION 1. If a natural person of legal age, a trust, or an estate ("single stockholder") has acquired all of the outstanding capital stocks of an OSC, with the corresponding Certificate Authorizing Registration/tax clearance having been issued by the Bureau of Internal Revenue, the OSC may apply for its conversion into an OPC, by submitting the following documentary requirements, which shall be processed as an Amendment of the Articles of Incorporation:

(1) Cover sheet;

(2) Application for Conversion of an Ordinary Stock Corporation to...

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