A One Person Corporation’s obligations start at the certificate

Within fifteen days of the certificate a One Person Corporation appoints its treasurer, corporate secretary, and any other officers, and notifies the Commission within five days. A single stockholder who is also treasurer posts a surety bond, renewed every two years. It keeps a minutes book, files financial statements annually, and must be able to prove its limited liability.

The certificate is where the obligations start

Registration is a single filing, and the Code then attaches duties for as long as the corporation exists. Some fall due in the first fifteen days, one is a recurring cost that is easy to leave out of a budget, and the most important is the record-keeping on which the Code conditions limited liability.

How the company is registered in the first place is the subject of the companion article on registering a One Person Corporation.

The first fifteen days

Section 122 requires the corporation to appoint its treasurer, its corporate secretary, and any other officers within fifteen days of the issuance of the certificate of incorporation, and to notify the Commission within five days of the appointment, on the form the Commission prescribes for it.¹

There are two periods and they run from different events. The fifteen days run from the certificate. The five days run from the appointment. The Commission’s 2026 guidelines state a different figure for the first report: twenty days from the certificate itself. Missing the first report altogether carries a ten-thousand-peso penalty.²

The treasurer’s bond

One of those appointments carries a cost. Section 122 provides:³

A single stockholder who is likewise the self-appointed treasurer of the corporation shall give a bond to the Commission in such a sum as may be required: Provided, That the said stockholder/treasurer shall undertake in writing to faithfully administer the One Person Corporation’s funds to be received as treasurer, and to disburse and invest the same according to the articles of incorporation as approved by the Commission. The bond shall be renewed every two (2) years or as often as may be required.

The Commission fixed the sum. Its guidelines require the single stockholder who assumes the position of treasurer to post a surety bond computed on the authorized capital stock, on this scale, in pesos:⁴

On the first row, an authorized capital stock of one peso still means a bond of one million pesos in coverage. There is no smaller band.

The table states the sum the bond must cover, not its price. What a surety company charges to issue it is a premium, a commercial figure the Commission does not publish, so the number to budget for is the premium.

It is a recurring cost. The Code requires renewal every two years or as often as may be required, and the Commission’s note under the table ties that renewal to its review of the annual financial statements. The Commission’s 2026 guidelines add what the Code leaves open: the bond is posted within thirty days of the certificate, and a cash or property bond serves as well as a surety, each on its own escalating fine if the deadline is missed.⁵

The bond attaches only to a self-appointed treasurer, so a corporation that appoints somebody else posts none, and an existing bond may be canceled on proof of that appointment and the filing of the amended form.⁶ And because the bond is keyed to the authorized capital stock, a larger authorized capital means a larger bond.

These are the bands the Commission published in 2019, and its 2026 guidelines confirm the table unchanged.⁵

Limited liability has to be proved

This is the provision that separates a One Person Corporation from a sole proprietorship, and it puts a burden on the stockholder. Section 130 reads:⁷

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 One Person Corporation is independent of the stockholder’s personal property, the stockholder shall be jointly and severally liable for the debts and other liabilities of the One Person Corporation.

The principles of piercing the corporate veil applies with equal force to One Person Corporations as with other corporations.

The stockholder claiming limited liability has to show affirmatively that the corporation was adequately financed, and has to be able to prove that the company’s property is independent of their own. A registration certificate does not do either. Records do: the corporation’s own bank account, its own books, its own contracts in its own name, and a minutes book that says what was decided and when.

Nothing at registration tests whether the company was adequately financed. The question arises later, when somebody is not paid.

The minutes book

The record-keeping is light, and it is required. Section 127 requires a minutes book containing all actions, decisions, and resolutions taken by the corporation, and Section 128 provides that a written resolution signed and dated by the single stockholder and recorded in that book is sufficient where action is needed, with “[t]he date of recording in the minutes book shall be deemed to be the date of the meeting for all purposes under this Code.”⁸ No meeting is held; the signed and dated entry in the book stands as the meeting.

The minutes book is also the readiest evidence for the burden Section 130 puts on the stockholder, so it should be written up as decisions are made.

The corporate secretary’s one urgent duty

Section 123 requires the secretary to notify the nominee or alternate nominee of the death or incapacity of the single stockholder no later than five days from the occurrence, to notify the Commission of the death within five days, and to call the nominee or alternate nominee and the known legal heirs to a meeting.⁹

That duty falls on somebody who may have no other involvement in the company from one year to the next, so the secretary should be told of it on accepting the appointment.

The annual filing, and who signs it

Section 129 requires audited annual financial statements, a report on the auditor’s qualifications and adverse remarks, a disclosure of all self-dealings and related party transactions between the corporation and the single stockholder, and whatever else the Commission requires. Where total assets or total liabilities are less than six hundred thousand pesos the statements are certified under oath instead of audited.¹⁰ That six hundred thousand is not a fixed figure. Section 74 of the same Code sets it out and then adds “or such other amount as may be determined appropriate by the Department of Finance”, and the Department approved three million pesos on 18 November 2025. The Commission carried that figure into its own rules with effect for fiscal years ending on or after 31 December 2025.¹¹ The Commission “may place the corporation under delinquent status should the corporation fail to submit the reportorial requirements three (3) times, consecutively or intermittently, within a period of five (5) years.”¹⁰ The guidelines add the deadline the Code leaves open: within 120 days from the end of the fiscal year stated in the articles of incorporation.¹²

The three failures need not be consecutive and the window is five years, so a company that misses one filing in each of three widely separated years is inside it.

Who certifies the statements below that threshold has been answered differently in different places. Section 129(a) says they “shall be certified under oath by the corporation’s treasurer and president”, and Section 74 says “certified under oath by the treasurer and the president”. The 2019 circular says “certified under oath by the corporation’s treasurer” and does not name the president, though its own bond-table note, footnote 4 above, names both.¹³ The Commission’s 2026 rule on the adjusted threshold requires the statement of management’s responsibility for a One Person Corporation to be signed “by the President and Treasurer”, and carries a clause amending or repealing anything inconsistent with it.¹¹

Converting into one, and out of one

An existing company can convert. Section 131 allows an ordinary stock corporation whose stock has all been acquired by a single stockholder to apply for conversion into a One Person Corporation, and Section 132 allows the conversion the other way on notice filed within sixty days. In either direction the converted corporation succeeds the other and is legally responsible for all of its outstanding liabilities as of the date of conversion.¹⁴

Conversion changes the form and leaves every liability in place.

Keep the records from the first year

This is corporate work, and the record-keeping in the first year matters more than the filing.

A minutes book written up as decisions are made costs nothing. One reconstructed two years later, after a claim has been made, is worth very little as evidence. The Code puts the burden of showing that the company was adequately financed and separately held on the person claiming limited liability, and the ordinary record-keeping of the first year is what discharges it.