A curiosity called ‘One Person Corp’

Nora Soriño .

ILIGAN City — When I read in the business section of the May 14 issue of this paper about the Securities and Exchange Commission registering the first “One Person Corporation,” the words seemed to leap at me.

What? A corporation with only one person? Has the world turned upside down?

On second thought, there are things in this mortal existence of ours that are turning upside down.

Take that story about Benjamin Button. He was born old and then as the years in his life went by, he grew younger and younger. This was played by Brad Pitt. So, in later years, the daughter that he had fathered became like his mother. Oh, uh.

But this is just a movie. Anything is possible in a movie. But in real life? Why not? Didn’t they say that truth at times is stranger than fiction?

So, we are told that Smart Transportation and Solutions OPC   received its certificate of incorporation on May 7 of this year, becoming the first corporation with a single stockholder. The single stockholder is identified as Arnulfo Divina.

In college, in a class in business law in which this writer was fortunately not absent during that time, it was learned that we need at least five. That is, if we come up with this mammal called corporation.

That was then. “Could it be that it was all so simple then,” so goes a song. And now it gets simpler. What luck!

So, we dug deeper into what the hell is this new creature about.

It was learned that the Revised Corporation Code has recently come up with this One Person Corporation. Meaning, if you want to incorporate you don’t need four others to form one. So, small businesses can now transform themselves into OPCs.

Requirements are then made simpler, like to register in the SEC, only the Articles of Incorporation are needed. Too, there is no more capital stock requirement. This is a “one man show” then. And like any ordinary corporation, it assumes an identity separate and distinct from the individual. Meaning, creditors of the OPC can only go after the OPC not on the individual in the OPC. Confusing?

What does the law further say on corporations? It says among others, that “a corporation is an artificial person existing only in the contemplation of the law.”

This “artificial person” is really different from the natural person behind it yet it has the power to do some things the ordinary corporation has, like entering into contracts, and other things within the purposes on which the corporation is established.

It has greater power then than the ordinary single proprietorship, and in to put it into  some  colorful local languange, “mas may dating.”

But did not my favorite superhero, Spiderman say, “with great power comes great responsibility?”

Even then, let’s go and form a OPC. Before our enthusiasm leaves us!