INCORPORATORS, DIRECTORS, TRUSTEES, AND OFFICERS

Tea Party, As part of her platform, she vowed to send the bankers of Wall Street to re-education camps or have them executed by beheading.

Another American comedian, Pat Paulsen, who made a name in the Smothers Brothers TV series, filed his candidacy for president in 1968 because “the job has a good pension plan and I’ll get a lot of money when I retire.”

At least, Paulsen was honest about his motivation, which may be why he came in second to Bill Clinton in the New Hampshire Democratic Primary. Most candidates claim to want to rid the country of corruption and promote national progress and development and all that motherhood stuff. The truth, they just want to provide for their children and grandchildren and great grandchildren and….

But there is one qualification that only one presidential candidate proudly claimed to have: an official clearance from the Philippine Mental Hospital. Pascual Racuyal.

About Racuyal, historian Ambeth Ocampo wrote: .

“Racuyal made history by vainly challenging all presidents from Manuel L. Quezon in the Commonwealth elections of 1935 to Ferdinand Marcos and Corazon Aquino in the 1986 snap election. He was declared a nuisance candidate only in the 1986 election even if he signed his certificate of candidacy with a quill, using his own blood as ink. One of his campaign promises in 1969 and 1986 was that he would govern via remote control or satellite, whatever that meant.

“In 1969 the Manila Times reported on Racuyal challenging President Marcos and Sen. Sergio Osmeña to a 12-hour debate in Plaza Miranda. Ignored, he then

The Old Code required at least five (5) stockholders to form a corporation.

Under the New Code, a one person corporation (“OPC”) may now be formed by a single stockholder, who may be a natural person, trust or an estate. However, banks and quasi-banks, pre-need, trust, insurance, public and publicly listed companies, and nonchartered government-owned and controlled corporations may not incorporate as OPC. Further, as defined, it appears that a juridical entity, such as a corporation, may not be the stockholder in an OPC.

Similar to all other corporations, as provided by the New Code (unless a special law requires otherwise), an OPC is not required to have a minimum capital stock. It does not need to adopt corporate by-laws unlike an ordinary corporation. In lieu of the meetings, an OPC may simply prepare written resolutions, signed and dated by the single stockholder.

The single stockholder will act as the president and sole director of the OPC. He may also act as its treasurer, upon submission of a bond to the Securities and Exchange Commission (“SEC”) and a written undertaking to faithfully administer its funds, disburse and invest the same according to its registration. However, he may not act as its corporate secretary.

It is important to note though that the New Code requires the single stockholder to prove that the OPC is sufficiently financed, and its assets are independent from his personal property, in order to claim limited liability. Otherwise, he shall be jointly threatened to deliver a six-hour speech in Plaza Miranda, which promised to be the longest in modern Philippine history! It was also reported that when the election returns from Rizal province came in, Racuyal actually placed third after Marcos and Osmeña with ‘79 solid votes.’

“In 1952 he invited Ramon Magsaysay, Arsenio Lacson, Lorenzo Tañada and Trinidad Legarda to be his running mate as vice president. Naturally, all of them refused…”

There is only one other perennial presidential candidate that I know of and that is former San Francisco lawyer Ely Velez Pamatong. Pamatong once pursued an appealing cause, which was for the right to US citizenship

MINIMUM CAPITAL STOCK

The Old Code required that at least 25% of the authorized capital stock must be subscribed, and at least 25% of the total subscription must be paid by the stockholders, provided that the minimum paid-up capital shall not be lower than Php5,000.00.

The New Code removed the aforementioned 25% subscription, payment and minimum paid-up capital requirements. The New Code states that “stock corporations shall not be required to have a minimum capital stock, except as otherwise specifically provided by special law.” The New Code removed the minimum number of incorporators, directors and trustees, which stood as five (5) under the Old Code.

Section 10 of the New Code states that “any person, partnership, association or corporation, singly or jointly with others but not more than fifteen (15) in number, may organize a corporation for any lawful purpose or purposes.” It appears that the New Code allows juridical persons to act as incorporators unlike the Old Code which limits incorporators to natural persons.

Moreover, the New Code reiterated the requirement to elect independent directors in corporations vested with public interest such as: (a) public companies, (b) banks and quasi-banks, of Filipinos born while the Philippines was under US rule, just like Puerto Rico. He ran for president in the 2004 and 2010 presidential elections, although the Commission on Elections

REMOTE COMMUNICATION

AND IN ABSENTIA VOTING

Following the concept of allowing board meetings by way of videoconferencing, teleconferencing, or other alternative modes of communication which have been made explicit under the New Code, the New Code took a step further by allowing stockholders or members to exercise their right to vote through remote communication or in absentia when authorized under the bylaws, subject to the rules and regulations to be issued by the SEC. With this amendment, it appears that the stockholders and members need not be physically present or represented by proxies in meetings, as required in the past.

Existing corporations affected by certain provisions of the New Code are given a period of two (2) years from its effectivity within which to comply with the requirements thereon.

With the aforementioned significant changes introduced under the New Code, we anticipate that the SEC will issue supplemental regulation specifying the requirements and detailed procedure to comply with its provisions.

The views and opinions expressed in this article are those of the author. This article is for general informational and educational purposes, and not offered as, and does not constitute, legal advice or legal opinion. declared him a nuisance candidate. But Pamatong has already gone ahead and proclaimed himself president of the Philippines.

Indeed, it takes all kinds of characters to run for president.

OThere used to be really qualified candidates vying for the highest post in the Philippines. But ever since the dismantling of the twoparty system, the field has been left wide open for anyone who meets the minimum qualifications.

In fact, our former house help, Ping, could qualify. After we enrolled her in adult education, she learned how to read and write. She now has all the other qualifications mandated by the Constitution.

All she needs are a few billions, a private army and a battalion of social media trolls.

LUCIEN C. DY TIOCO

OExecutive Vice-President