Tag Archives: corporations

The One Person Corporation in the Philippines

The creation of a one person corporation is not yet covered by Philippine laws. We support the proposals to allow the creation of one person corporation in the Philippines. We have encountered a number of clients who expressed their interest in creating a one person corporation. We are also handling foreign-registered one person corporations (called a corporation sole in other jurisdiction) doing business in the Philippines. The creation of a one person corporation, long allowed in other countries, is most welcome in the Philippines. Fortunately, there is a pending bill in Congress to allow the creation of a domestic one person corporation. Continue reading

Cram-Down Clause under the Financial Rehabilitation and Insolvency Act (FRIA) of 2010

Cram-down is the power of the rehabilitation court to approve and implement a rehabilitation plan notwithstanding the objection of the majority of creditors. As noted in the case of Bank of the Philippine Islands vs. Sarabia Manor Hotel Corporation (G.R. No. 175844, 29 July 2013), the “cram-down” clause, which is currently incorporated in Section 64 of Republic Act No. 10142, also known as the Financial Rehabilitation and Insolvency Act (FRIA) of 2010, “is necessary to curb the majority creditors’ natural tendency to dictate their own terms and conditions to the rehabilitation, absent due regard to the greater long-term benefit of all stakeholders. Otherwise stated, it forces the creditors to accept the terms and conditions of the rehabilitation plan, preferring long-term viability over immediate but incomplete recovery.” Section 64 reads: Continue reading