SEC issues guidelines for conversion to one person corporation or ordinary stock corporation

The Securities and Exchange Commission (SEC) has issued the guidelines on the conversion of corporations either to a one person corporation (OPC) or to an ordinary stock corporation (OSC) through SEC Memorandum Circular 27, Series of 2020 (SEC MC 27, s. of 2020). This is in line with Sections 131 and 132 of Republic Act No. 11232 or the “Revised Corporation Code of the Philippines” (RCC), which allows the conversion from an OSC to an OPC, and an OPC to an OSC respectively. SEC MC 20, s. of 2020 took effect on Oct. 16, 2020.

SEC MC No. 27, s. of 2020 is divided into three parts: the first part pertains to conversion from OSC to OPC; the second part, conversion from OPC to OSC; and the third part on provisions common to both kinds of conversion. Below are some of the salient features of SEC MC 27, s. of 2020.