CPA REVIEW SCHOOL OF THE PHILIPPINES
REGULATORY FRAMEWORK FOR BUSINESS TRANSACTIONS
COVERAGE: Republic Act No. 11232: Revised Corporation Code of the Philippines for One Person Corporation
Direction: Read and select the best answer for the following questions.
1. It refers to a corporation with a single stockholder.
a. One person corporation (OPC)
b. Corporation Aggregate
c. Partnership
d. Joint Venture
2. The following can be the single stockholder of a one person corporation (OPC), except
a. Natural person who must be of legal age
b. Trust who does not refer to a trust entity (company or corporation) but the subject being managed by a
trustee
c. Estate
d. Partnership or corporation or cooperative or association
3. If the single stockholder of a one person corporation (OPC) is a trustee, administrator, executor, guardian,
conservator, custodian, or other person exercising fiduciary duties, what must be submitted by these persons to
SEC?
a. Proof of authority to act on behalf of the trust or estate
b. Tax Identification Number of trust or estate
c. PSA Birth Certificate
d. PRC Identification Number
4. As a general rule, what is the term of existence of one person corporation (OPC)?
a. 50 years renewable for another term
b. Perpetual existence
c. 50 years subject to unlimited times of renewal
d. 20 years renewable for another term
5. As an exception to the general rule of perpetual existence, what is the term of one person corporation (OPC)
under the name of trust or estate, what is its term of existence?
a. 50 years renewable for another term
b. Perpetual existence
c. 50 years subject to unlimited times of renewal
d. It shall be co-terminus with the existence of the trust or estate.
6. How may a one person corporation (OPC) under the name of estate or trust be dissolved?
a. By submission of Partition, such as Order of Partition issued by the Court in case of Judicial Settlement
and Deed of Extrajudicial Settlement in case of summary settlement of the estate.
b. By submission of proof of termination of the trust.
c. Either A or B
d. Neither A nor B
7. Where shall the suffix “OPC” be indicated by the one person corporation in its corporate name?
a. Below its corporate name
b. At the end of its corporate name
c. Either A or B
d. Neither A nor B
8. Who shall be the director of the one person corporation (OPC)?
a. The single stockholder of the one person corporation
b. The SEC Chairperson
c. The BIR Commissioner
d. The BoA Chairman
9. Who shall be the president of the one person corporation (OPC)?
a. The single stockholder of the one person corporation
b. The SEC Chairperson
c. The BIR Commissioner
d. The BoA Chairman
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10. Who must be designated by the single stockholder of the one person corporation (OPC) in its Articles of
Incorporation?
a. Nominee
b. Alternate Nominee
c. Both A and B
d. Neither A nor B
11. What document must be attached in the application for incorporation by single stockholder of the one person
corporation (OPC)?
a. The written consent of both the nominee and alternate nominee to the designation.
b. The PRC ID of both the nominee and alternate nominee.
c. The PSA CENOMAR of both the nominee and alternate nominee.
d. None of the above.
12. Who will replace the single stockholder of the one person corporation (OPC) in case of his death and/or
incapacity?
a. Nominee designated in the Articles of Incorporation
b. Alternate Nominee designated in the Articles of Incorporation
c. Either A or B
d. Neither A nor B
13. The following must be set forth in the Articles of Incorporation to be filed by the single stockholder of the one
person corporation (OPC) to SEC for application for incorporation, except
a. Primary purpose
b. Principal office address
c. Term of existence
d. Name and details of the single stockholder
e. Name of nominee and alternate nominee
f. Authorized, subscribed and paid up capital
g. Such other matters consistent with law and which may be deemed necessary and convenient
h. By-laws
14. Which corporation is not required to submit and file its by-laws to SEC?
a. Corporation aggregate
b. One Person Corporation (OPC)
c. Both A and B
d. Neither A nor B
15. Unless provided by special law, what is the minimum authorized capital stock of one person corporation (OPC)?
a. P5,000
b. P25,000
c. P5
d. No minimum authorized capital stock
16. Unless provided by special law, what is the minimum subscribed capital of the authorized capital of one person
corporation (OPC)?
a. At least 25% of authorized capital stock
b. At least 10% of authorized capital stock
c. At least 20% of authorized capital stock
d. No minimum subscribed capital stock
17. Unless provided by special law, what is the minimum paid-up capital of the authorized capital of one person
corporation (OPC)?
a. At least 25% of actually subscribed capital stock
b. At least 25% of minimum subscribed capital stock
c. At least 25% of actually subscribed capital stock or P5,000, whichever is higher
d. No minimum paid up capital of the authorized capital stock
18. How many days from the issuance of its Certification of Incorporation by SEC shall the OPC appoint a
treasurer, corporate secretary and other officers?
a. Within 15 days
b. Within 10 days
c. Within 5 days
d. Within 3 days
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19. How many days from the appointment of treasurer, corporate secretary and other officers shall the OPC notice
the SEC of such appointment?
a. Within 15 days
b. Within 10 days
c. Within 5 days
d. Within 3 days
20. Which corporate position may not be assumed by the single stockholder of the one person corporation (OPC)?
a. Corporate Secretary
b. Corporate Treasurer
c. Both A and B
d. Neither A nor B
21. In which corporation is the Corporate President not allowed to assume the role of a Corporate Treasurer?
a. One person corporation (OPC)
b. Corporation aggregate
c. Both A and B
d. Neither A nor B
22. What is the requirement of Revised Corporation Code if the single stockholder of the one person corporation
(OPC) assumes the position of Corporate Treasurer?
a. The single stockholder of the one person corporation (OPC) shall post a surety bond to be
computed based on the authorized capital stock (ACS) of the one person corporation (OPC).
b. The single stockholder of the one person corporation (OPC) shall post an intangible property bond to
be computed based on the authorized capital stock (ACS) of the one person corporation (OPC).
c. The single stockholder of the one person corporation (OPC) shall post a goodwill bond to be computed
based on the authorized capital stock (ACS) of the one person corporation (OPC).
d. The single stockholder of the one person corporation (OPC) shall post a mighty bond to be computed
based on the authorized capital stock (ACS) of the one person corporation (OPC).
23. When may a single stockholder of the one person corporation (OPC) change its nominee and alternative
nominee?
a. After 3 years from Incorporation
b. After 5 years from Incorporation
c. After 10 years from Incorporation
d. At any time
24. How may a single stockholder of the one person corporation (OPC) change its nominee and alternative
nominee?
a. Through submission to SEC of the names of the new nominees and their corresponding written
consent.
b. Through amendment of articles of incorporation.
c. Both A and B must concur.
d. Neither A nor B.
25. In case the single stockholder of the one person corporation (OPC) becomes incapacitated, who can take over
the management of the OPC as its director and president?
a. Nominee
b. SEC Chairperson
c. BoA Chairman
d. BIR Commissioner
26. In case the incapacity of the single stockholder of the one person corporation (OPC) ends, what is the effect?
a. The single stockholder of the one person corporation (OPC) can resume the management of the
one person corporation (OPC).
b. The one person corporation (OPC) is automatically dissolved by operation of law.
c. The one person corporation (OPC) becomes a de facto corporation.
d. That is a ground for dissolution through court proceedings.
27. In case of death or permanent incapacity of the single stockholder of the one person corporation (OPC), who can
take over the management of the OPC as its director and president?
a. Nominee
b. SEC Chairperson
c. BoA Chairman
d. BIR Commissioner
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28. In case of death or permanent incapacity of the single stockholder of the one person corporation (OPC), up to
what period or time may the nominee take over the management of the OPC?
a. Until the legal heirs of the single stockholder have been lawfully determined and the heirs have
agreed among themselves who will take the place of the deceased.
b. For a period of 10 years
c. In perpetuity
d. For a period of 20 years
29. The following are the reports that must be submitted by OPC to SEC within the period required by SEC,
except
a. Annual audited financial statements or if total assets and total liabilities are less than P600,000, the
financial statements shall be certified under oath by the corporation’s treasurer
b. A report on all explanations or comments by the president on the qualification, reservation or adverse
remarks made by the auditor in the financial statements
c. A disclosure of all self-dealings and related transactions entered into between the OPC and the single
stockholder
d. Corporate by-laws
30. What is the period for submission of annual audited financial statements to SEC by OPC?
a. Within 90 days from the end of fiscal year as indicated in its Articles of Incorporation
b. Within 60 days from the end of fiscal year as indicated in its Articles of Incorporation
c. Within 120 days from the end of fiscal year as indicated in its Articles of Incorporation
d. Within 30 days from the end of fiscal year as indicated in its Articles of Incorporation
31. The following entities are not allowed to form OPCs, except
a. Banks
b. Non-bank financial institutions
c. Quasi-banks
d. Pre-need
e. Trust entity/company
f. Insurance
g. Public entities
h. Publicly listed entities
i. Non-charted government-owned and controlled corporations (GOCCs)
j. A natural person who is licensed to exercise a profession (CPA or Lawyers) for the purpose of exercising
such profession except as otherwise provided under special laws
k. Foreign natural person, but subject to the applicable capital requirement and constitutional and
statutory restrictions on foreign participation in certain investment areas or activities
32. Under Revised Corporation Code, when may an ordinary corporation be allowed to convert to a one person
corporation?
a. When a single stockholder acquires all the stocks of an ordinary stock corporation
b. When a single stockholder becomes the majority stockholders of an ordinary stock corporation
c. When a single stockholder becomes the controlling stockholders of an ordinary stock corporation
d. Any of the above
33. Under Revised Corporation Code, how may an ordinary corporation convert into a one person corporation?
a. By dissolving the ordinary corporation and forming a new one person corporation
b. By filing an application before SEC subject to the submissions of such documents as the SEC may
require
c. By liquidating the ordinary corporation
d. By creating a general partnership
34. Under Revised Corporation Code, when may a one person corporation convert into an ordinary corporation?
a. After giving notice to SEC of facts and circumstances leading to conversion
b. When the stockholders of ordinary corporation die
c. When majority of the stockholders of ordinary corporation sell their shares to third persons
d. It is not allowed.
35. Under Revised Corporation Code, how may a one person corporation convert to an ordinary corporation?
a. By dissolving the one person corporation and forming a new ordinary corporation
b. By filing an application and giving notice SEC subject to the submissions of such documents as the SEC may
require
c. By liquidating the ordinary corporation
d. By creating a general partnership
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36. Under Revised Corporation Code, which is false about a one person corporation?
a. A sole shareholder claiming limited liability has the burden of affirmatively showing that the corporation was
adequately financed.
b. 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.
c. The principles of piercing the corporate veil apply with equal force to One Person Corporations as with other
corporations.
d. The single stockholder is always liable only up to the extent of his capital contribution under the concept of
limited liability rule.
The End.
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