Senate OKs on 2nd reading bill amending Corporation Code

Senate approved on second reading Wednesday a bill seeking to amend the decades-old Corporation Code and introduce, among others, the concept of a one-man corporation.

Minority Leader Franklin Drilon, author and sponsor of Senate Bill 1280, described the proposed measure as a milestone necessary to improve the business climate in the Philippines.

“These are long-overdue reforms that the business sector is fully supportive of and, in fact, have been clamoring for its immediate passage,” he said.

“I’m glad that the Senate is able to respond to such call of the business sector in order that we can establish a more business- and investor-friendly environment,” he added.

He said the provision on one-man corporation, for one, would stop local business owners and investors from naming their entire household as incorporators to comply with the stringent requirement of the law.

He said the present law requiring corporations to have least five incorporators is “a common stumbling block” for many investors.

He noted that naming household members—from cook to driver—is a usual practice in the country.

The bill also seeks to simplify the name verification process and grant a perpetual life as the default option for corporations.

It also allows electronic filing of reportorial requirements and attendance in meetings via remote communication or in absentia.

Drilon said there are four reform clusters that the bill seeks to address, including improving the ease of business in the country, prioritizing corporate and stockholder protection, instilling corporate and civic responsibility, and strengthening the country’s policy and regulatory corporate framework.

“In general, the proposed amendments promote efficiency and encourage transparency in corporate dealings—from formation to daily operations... Having them in place will allow the Philippines to compete with other countries as a viable investment destination and small-business-friendly jurisdiction,” he said. — BM, GMA News