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Under the Revised Corporation Code, a single stockholder may now form a corporation. Said corporation is called a One Person Corporation (“OPC”). The single stockholder in an OPC should be a natural person, trustee or estate.
Banks and quasi-banks, preneed, trust, insurance, public and publicly listed companies, and non chartered government owned and controlled corporations may not incorporate as an OPC. A natural person who is licensed to exercise a profession may not organize as an OPC for the purpose of exercising such profession except as otherwise provided under special laws.
No minimum capital stock is required for an OPC except as provided under special laws. The OPC is still required to submit an Articles of Incorporation, but it is not required to submit By Laws.
An OPC shall indicate the letters “OPC” either below or at the end of its corporate name.
The single stockholder shall be the sole director and president of the OPC.
The single stockholder shall appoint a treasurer, corporate secretary and other officers as he may deem necessary. He may not be appointed as the corporate secretary. If he appoints himself as treasurer, he shall be required to submit a bond with the Securities and Exchange Commission (SEC).
The single stockholder shall also appoint a nominee and alternate nominee who shall take his place as director and manage the corporation’s affairs in case of his death or incapacity. The details of the nominee and alternate nominee shall be stated in the Articles of Incorporation. If the nominee and/or alternate nominee will be changed, the single stockholder shall give the names of the new nominees and their consent to the SEC.
A sole shareholder claiming limited liability has the burden of affirmatively showing that the corporation was adequately financed. Where the single stockholder cannot prove that the property of the OPC is independent of the stockholder's personal property, the stockholder shall be jointly and severally liable for the debts and other liabilities of the OPC. However, the principle of piercing the corporate veil still applies to OPCs.
Ordinary corporations may convert to OPCs and OPCs may also convert to ordinary corporations upon compliance with Philippine law and rules of the SEC.
The SEC has started accepting applications for the incorporation of OPCs last May 6, 2019.
This article does not constitute and is not intended to be legal advice. If you have any question or need any assistance in forming a One Person Corporation, please feel free to send us an email at roselle.jean@nonatolaw.com.
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Last March 16, 2019, the lawyers of Nonato Nonato Nonato-Luciano & Luciano Law Offices conducted a legal seminar on the new laws: the Tax Amnesty Law, the Revised Corporation Code, 105-Day Expanded Maternity Leave Law and the SSS Act of 2018. The seminar was held in Palmbeach Resort and Spa.
To know more about the seminars the firm will be conducting in the future, please send an email to roselle.jean@nonatolaw.com.
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President Duterte signed into law Republic Act No. 11232 or the Revised Corporation Code which promises to improve the ease of doing business in the Philippines. Among the notable changes are the following:
A single person may now organize a corporation. A corporation with only one stockholder is called a One Person Corporation.A corporation now has perpetual existence unless provided otherwise in its articles of incorporation.A corporation whose term has expired may now apply for a revival of its corporate existence, together with all the rights and privileges under its certificate of incorporation and subject to all of its duties, debts and liabilities existing prior to its revival.Stock corporations are not required to have a minimum capital stock unless required by a special law.The board of directors of corporations vested with public interest shall have independent directors constituting 20% of such board.
Stockholders or members may now vote through remote communication or in absentia when authorized in the bylaws or by a majority of the board of directors.
A compliance officer is required to be elected in corporations vested with public interest.
This article does not constitute and is not intended to be legal advice. If you have any question or need any assistance, please feel free to send us an email at roselle.jean@nonatolaw.com.
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President Rodrigo Duterte has finally passed into law Republic Act No. 11213 otherwise known as the “Tax Amnesty Act.” Under the law, the amnesty tax to be paid for estates of decedents whose deaths occurred on or before December 31, 2017, is reduced to six percent (6%) based on the total net estate at the time of death. If the allowable deductions at the time of death exceed the value of the gross estate, the minimum estate amnesty tax of Php5,000.00 shall be paid. The legal heirs should avail of the Estate Tax Amnesty within two (2) years from the effectivity of the Implementing Rules and Regulations (IRR) the law. As of this date, the IRR has yet to be finalized and published.
This article does not constitute and is not intended to be legal advice. If you have any question or need any assistance in the settlement of estate, please feel free to send us an email at roselle.jean@nonatolaw.com.
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Last November 2018, Congress approved their versions of the tax amnesty bill which covers internal revenue taxes, estate tax, real property tax and customs duties that have not been paid as of 2017. This year, we expect the tax amnesty bill to pass into law and placed in effect together with the approval of the TRAIN 2 Package.
The Estate Tax Amnesty will require payment of an amnesty tax at the rate of six percent (6%) of the deceased’s undeclared estate. Penalties for late or non-payments are waived. It applies to estate taxes not paid as of 2017.
The General Tax Amnesty, on the other hand, would cover all national internal revenue taxes, excluding VAT and estate tax, for 2016 and prior years. To avail of this, the filing of a notice and Tax Amnesty Return is required, accompanied by a Statement of Assets, Liabilities and Networth as of December 31, 2016.
The Secretary of Finance also indicated granting amnesty on delinquencies or final assessments at the following proposed amnesty tax rates:
(a) Fifty percent (50%) of the basic tax, for delinquencies and assessments which have become final and for tax cases subject of final and executory judgment; and
(b) Eight percent (80%) of the basic tax, for those with pending criminal cases.
This article does not constitute and is not intended to be legal advice. If you have any question or need any assistance, please feel free to send us an email at roselle.jean@nonatolaw.com.
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A Black List Order (BLO) is one that bars a foreigner from entering the Philippines. This is usually because the foreigner has committed a violation of one or more of the immigration laws of the Philippines. Being discourteous to an immigration official upon arrival in the Philippines can even be considered a ground to black list a foreigner from the Philippines. Remember, black listing is discretionary on the part of the Bureau of Immigration which is why foreigners have to be careful and conscious of their actions while in the country.
Under Immigration Administrative Circular No. SBM-2014-001, the following time frames corresponding to the immigration violation are required to lapse prior to giving due course to the motions to lift entries included in the blacklist:
A. Three (3) months from date of actual implementation of the exclusion order for foreign nationals who were excluded under the following grounds:
1. Public charge
2. Incompetent
3. Member of a family accompanying an excluded alien and companions thereof
4. Children below 15 years old unaccompanied by parents
5. Stowaways
6. Improperly documented
B. Six (6) months from date of actual implementation of the exclusion order or inclusion for foreign nationals who were included in the Blacklist under the following grounds:
1. Deported by virtue of a Voluntary Deportation Order
2. Overstaying for less than one year
C. Six (6) months after being cured of the condition or illness for foreign nationals who were excluded under the following grounds:
1. Insane
2. Afflicted with loathsome or dangerous and contagious disease
D. Twelve (12) months from date of actual exclusion or implementation of deportation order for foreign nationals who were excluded/deported under the following grounds:
1. Prostitutes of procurers of person who came for any immoral purpose
2. Person who practice polygamy or who believe in or advocate the practice of polygamy
3. Paupers, vagrant and beggars
4. Unskilled manual laborers
5. Indigent
6. Those who entered the country through misrepresentation
7. Those who entered the country without inspection and admission
8. Those who are drunk and disorderly at the port of entry
9. Those who refuse to comply with inspection procedures
10. Those who display unruly behavior or discourtesy to immigration official
11. Illegal entrants
12. In violation of the condition of limitation of stay
13. Overstaying for more than one year
14. Cancelled visa
15. Undocumented
16. Improperly documented
E. Five (5) years from date of actual implementation of deportation order for foreign nationals who were deported under the following grounds:
1. Engaging in profiteering hoarding, or black-marketing
2. Defrauding of creditors
3. Undesirability
F. Ten (10) years from date of actual exclusion or implementation of deportation order for foreign nationals who were deported under the following grounds:
1. Conviction for a crime involving moral turpitude
2. Conviction for a crime under Section 45 and 46 of the PIA, Alien Registration Act or the Naturalization Law.
G. Not Qualified unless ordered by the Secretary of Justice
1. Involvement in subversive activities
2. Convicted of a crime involving prohibited drugs
3. Registered sex offender
The longest period shall be observed for lifting of Blacklist entries based on more than one ground with different prescribed period for lifting as listed in this Order.
Under the Administrative Circular, all Requests for lifting of entries from the Blacklist shall be addressed to the Commissioner and filed at the Main Office, stating therein the nature of the request with attached duly authenticated/certified true copies of documents to prove that the ground for inclusion in the Blacklist no longer exists.
This article does not constitute and is not intended to be legal advice. If you have any question or need any assistance, please feel free to send us an email at roselle.jean@nonatolaw.com.
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In Ricardo E. Vergara, Jr. v. Coca-Cola Bottlers Philippines, Inc. (G.R. No. 176985, April 1, 2013), the Supreme Court held:
Generally, employees have a vested right over existing benefits voluntarily granted to them by their employer. Thus, any benefit and supplement being enjoyed by the employees cannot be reduced, diminished, discontinued or eliminated by the employer. The principle of non-diminution of benefits is actually founded on the Constitutional mandate to protect the rights of workers, to promote their welfare, and to afford them full protection. In turn, said mandate is the basis of Article 4 of the Labor Code which states that "all doubts in the implementation and interpretation of this Code, including its implementing rules and regulations, shall be rendered in favor of labor."
There is diminution of benefits when the following requisites are present: (1) the grant or benefit is founded on a policy or has ripened into a practice over a long period of time; (2) the practice is consistent and deliberate; (3) the practice is not due to error in the construction or application of a doubtful or difficult question of law; and (4) the diminution or discontinuance is done unilaterally by the employer.
To be considered as a regular company practice, the employee must prove by substantial evidence that the giving of the benefit is done over a long period of time, and that it has been made consistently and deliberately. Jurisprudence has not laid down any hard-and-fast rule as to the length of time that company practice should have been exercised in order to constitute voluntary employer practice. The common denominator in previously decided cases appears to be the regularity and deliberateness of the grant of benefits over a significant period of time. It requires an indubitable showing that the employer agreed to continue giving the benefit knowing fully well that the employees are not covered by any provision of the law or agreement requiring payment thereof. In sum, the benefit must be characterized by regularity, voluntary and deliberate intent of the employer to grant the benefit over a considerable period of time.
This article does not constitute and is not intended to be legal advice. If you have any question or need any assistance, please feel free to send us an email at roselle.jean@nonatolaw.com.
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There are several kinds of employment visas in the Philippines, it would depend on several factors such as but not limited to the way that the company was organized or formed, the nature and scope of its authorized activities, as well as its location. The law that mainly regulates foreign employment visas is the Commonwealth Act No. 613, otherwise known as the Philippine Immigration Act of 1940, and the most commonly applied employment visas based on the aforesaid law are 9(g) Pre-Arranged Employment Visa and 47(a) 2 Visa for foreign employees of companies registered with the Philippine Export Processing Zone Authority (PEZA).
9(g) Pre-Arranged Employment Visa
This visa applies when a foreigner comes to the Philippines in a pre-arranged employment, being such, it is the most common work visa and is applied for in the absence of special qualifications for other types of visas as maybe required by laws. Also, issuance of 9(g) visa shall be in accordance with Section 20 of the Philippine Immigration Act which requires that the petitioning foreigner or local employer must show that no person can be found in the Philippines who is willing and competent to perform the labor or service for which the foreigner is desired and that the latter’s admission would be beneficial to the public interest.
47(a) 2 Visa for foreign employees of companies registered PEZA
Section 47(a)2 of the Philippine Immigration Act authorizes the President to admit as non-immigrants, foreigners, coming to the Philippines for temporary periods, under such conditions as he may prescribe, one of which is provided in Republic Act No. 7916, or the law that creates Philippine Economic Zone Authority (PEZA).
Under the PEZA law, an enterprise located in a Special Economic Zone (Ecozone) may apply for work visas under Section 47(a)2 of the Philippine Immigration Act for their foreign employees which are valid for and renewable every two years. The foreign national must possess executive or highly technical skills not possessed by a Filipino citizen within the Ecozone as certified by the Department of Labor and Employment (DOLE). Likewise, this type of visa limits the employment of foreign nationals to 5% of the total work force.
This article does not constitute and is not intended to be legal advice. If you have any question or need any assistance, please feel free to send us an email at roselle.jean@nonatolaw.com.
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Nonato Nonato Nonato-Luciano and Luciano Law Offices conducted a successful seminar on Republic Act No. 10963 or the Tax Reform for Acceleration and Inclusion (TRAIN) Law last January 27, 2018. The seminar was held in Palmbeach Resort & Spa and attended by many of the firm's clients and other companies.
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Nonato Nonato Nonato-Luciano and Luciano Law Offices will be holding a half-day seminar on Republic Act No. 10963 or the Tax Reform for Acceleration and Inclusion (TRAIN) Law on January 27, 2018, Saturday, 1:30 p.m. to 5 p.m., at the Clubhouse of Palmbeach Resort & Spa, Punta Engano, Lapu-Lapu City, Mactan. The seminar fee is Php1,000 per person inclusive of snacks.
To reserve a seat, please call Odessa at (032) (3447727) or email roselle.jean@nonatolaw.com.
Limited seats are available.
http://www.sunstar.com.ph/cebu/business/2018/01/10/new-tax-law-seminar-set-583357
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