Petition for Correction or Amendment of Articles of Incorporation of One Person Corporation

Whenever an Article of Incorporation of an OPC is officially received by the Securities and Exchange Commission (SEC) and approved, its application for registration together with its attachments shall still be subjected to post-evaluation to determine compliance with the applicable laws, rules, and regulations, notwithstanding the issuance of the Certificate of Incorporation (COI).

Now, should there be any falsity, misrepresentation or fraud determined during post evaluation contained in the Articles of Incorporation and/or Bylaws shall constitute valid ground for revocation of the registration and/or cancellation of the COI issued.

However, minor corrections may be cured by either (1) filing a Petition for Correction, if allowed, or (2) filing an application for amendment of the Articles of Incorporation and/or Bylaws filed within ninety (90) calendar days from notice.

When is it proper to file Petition for Correction and when is it proper to file Amendment of Articles?

If we are referring to clerical or typographical error, a Petition for Correction will do. By law, "Clerical or typographical error" refers to a mistake committed in the performance of clerical work in writing, copying, transcribing or typing an entry that is harmless, such as misspelled name or the like, which is visible to the eyes or obvious to the understanding, and can be corrected or changed only by reference to other existing record or records.

What if the error refers to the nationality of the stockholder, like say one is a Filipino but what was indicated in the Articles is Korean. It is very obvious that the error is already with the substance. Hence, the proper mode is Amendment and not Petition for Correction.

Simply say, if it is something that relates to substance in such a way it changes vested rights, that is Amendment. Other examples of this is if the change involves, age, status or gender.

Checklist for Petition for Correction

1.    Cover Sheet

2.    Monitoring Sheet

3.    Petition for Correction of the Articles of Incorporation

4.    Verification and Certification Against Forum Shopping

5.    Verification

6.    Secretary’s Certificate

7.    Corrected Articles of Incorporation

8.    Birth Certificate

9.    2 Valid IDs

10. Affidavit of One and the Same Person

For the amendment, the specific provisions of the Revised Corporation Code regarding OPC, that is, Sections 115 to 132 are silent with respect to amendment of OPC. So the rule is, the rest of the provisions of the RCC will have a suppletory application. Meaning, the provisions for amendments as spelled out on Section 15 will govern.

Section 15 of the RCC provides that –

“Unless otherwise prescribed by this Code or by special law, and for legitimate purposes, any provision or matter stated in the articles of incorporation may be amended by a majority vote of the board of directors or trustees and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock, without prejudice to the appraisal right of dissenting stockholders in accordance with the provisions of this Code. The articles of incorporation of a nonstock corporation may be amended by the vote or written assent of majority of the trustees and at least two-thirds (2/3) of the members.

The original and amended articles together shall contain all provisions required by law to be set out in the articles of incorporation. Amendments to the articles shall be indicated by underscoring the change or changes made, and a copy thereof duly certified under oath by the corporate secretary and a majority of the directors or trustees, with a statement that the amendments have been duly approved by the required vote of the stockholders or members, shall be submitted to the Commission.

The amendments shall take effect upon their approval by the Commission or from the date of filing with the said Commission if not acted upon within six (6) months from the date of filing for a cause not attributable to the corporation.

The above post is for general informational purposes only and is not a substitute professional legal advice. Likewise, the above post does not create a lawyer-client relationship between you and me. While I am a lawyer, I am not your lawyer. It is still best for you to engage the services of your lawyer to address your specific legal concerns, if there is any.

Also, the write ups stated above was written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.

Thank you for dropping by. I hope we can spend time together here in my website during your coffee break.