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Email: mfl@mflegal.com.ph
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MFBR lawyers and associates care!

In light of the constantly changing social and economic landscape in the world due to COVID-19, everyone at Mallari Fiel Brillante Ronquillo has taken steps to make good our steadfast commitment to serve our clients and our communities.

To this end, we designed a new business model incorporating the traditional “brick and mortar” and “virtual” law offices. This new model is to achieve the continuity of rendering our legal and business consultancy services to clients and friends, and the immediate implementation of our crisis management and business transformation activities.

Thus, we’re glad to announce that for every fortnight, half of our team will be physically present at our offices from Monday thru Friday, 8:00am to 3:00pm. Clients and our friends can reach us through our office phones and online platforms (website, emails, Facebook, LinkedIn, Zoom, etc.). And to ensure the health and safety of our staff, they have the option to be housed in the Firm’s private residence or shuttled back and forth using the company’s private vehicle. Safety protocols are also observed at our offices.

Finally, our team has prepared a series of materials around the impact of COVID-19 and related considerations. Please take time to view our sample articles and research published in our website. A complete listing and discussion of these articles are available in our newsletter to be distributed to our esteemed clients.

Should you have questions, please reach out to our Office Manager, Argie Macawile, at +632 86953395, +63977 8502357; or email our Managing Partner, Atty. Rob Mallari, at mfl@mflegal.com.ph and rpmallari@mflegal.com.ph.

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10 Things You Should Know To Successfully Set-Up a One Person Corporation in the Philippines

With the enactment of Republic Act No. 11232, otherwise known as the “Revised Corporation Code of the Philippines”, a single stockholder may form a One Person Corporation (“OPC”).

1) Who may form an OPC?

Only a natural person, trust, or an estate may form an OPC.

2) Who cannot form an OPC?

  1. Banks and quasi-banks
  2. Preneed companies
  3. Trust companies
  4. Insurance companies
  5. Public and publicly-listed companies
  6. Non-chartered government-owned and -controlled corporations
  7. A natural person who is licensed to exercise a profession (for the purpose of exercising such profession) except as otherwise provided under special law

3) What is the minimum authorized capital stock?

  • No mininum requirement, except as otherwise provided by special law.

4) What positions may a single stockholder hold in the OPC?

  • A single stockholder shall be the sole director and president of the OPC. He/she may likewise be appointed as the treasurer, provided that the treasurer provides a bond computed based on the amount of the authorized capital stock (SEC Memorandum Circular No. 7, Series of 2019).

A single stockholder may not be the corporate secretary.

5) How will the company’s affairs be managed in case of the death or incapacity of a single stockholder?

  • The law requires a single stockholder to designate a nominee and an alternate nominee who shall, in the event of the single stockholder’s death or incapacity, take the place of the single stockholder as director and shall manage the corporation’s affairs. The nominee shall act as the director until the legal heirs of the single stockholder have been lawfully determined, and the heirs have designated one of them or have agreed that the estate shall be the single stockholder of the OPC. The alternate nominee shall step in as the director in case of the nominee’s inability, incapacity, death, or refusal to discharge the functions as director and manager of the corporation.

6) May an ordinary corporation be converted into an OPC, and vice-versa?

  • Yes, subject to compliance with the application requirements with the Securities and Exchange Commission.

7) I am a foreign national. Am I allowed to form an OPC?

  • Yes, subject to the applicable capital requirement and constitutional and statutory restrictions on foreign participation in certain investment areas and activities (SEC Memorandum Circular No. 7, Series of 2019).

8) What are the documentary requirements for an OPC?

  1. Cover Sheet
  2. Articles of Incorporation for One Person Corporation
  3. Written Consent from the Nominee and Alternate Nominee
  4. Other Requirements, if applicable:
    * Proof of Authority to Act on Behalf of the Trust or Estate (for trusts and estates incorporating as OPC)
    * Foreign Investments Act (FIA) Application Form (for foreign natural person)
    * Affidavit of Undertaking to Change Company Name, in case not incorporated
    * in the Articles of Incorporation
    * Tax Identification Number (TIN) for Filipino single stockholder
    * Tax Identification Number (TIN) or Passport Number for Foreign single stockholder
  5. Filing Fees. The filing fees include the Registration Fee, Legal Research Fee, Name Reservation Fee, Documentary Stamp Fee, and the FIA Fee (if applicable).

9) How do I proceed with the application?

  1. Apply for the reservation of the corporate name. To avoid the denial of your request, the OPC name must be distinct and not similar to another reserved or registered corporate name, and must not be contrary to law, public morals, good customs or public policy. “OPC” should be indicated at the end of the corporate name.
  2. Submit the duly accomplished Articles of Incorporation with attached written consent of the nominee and alternate nominee and other requirements required for registration, for pre-processing.
  3. Pay the Filing Fees.
  4. Submit the hard copies of the signed and notarized documents together with the proof of
  5. payment of filing fees at the SEC-CRMD Receiving Unit.
  6. The SEC will thereafter issue the Certificate of Registration as One Person Corporation.

10) Can I register the OPC online?

  • Yes. On 08 April 2020, the SEC issued a notice providing for an interim Online Registration System for an OPC and corporations with two to four person incorporators. With the Online Registration System, an applicant or his duly authorized representative may input the proposed corporate name together with its trade name/s, if any, and the data to complete its corporate profile. The applicant must provide a valid and existing email account. The SEC User Guide may be accessed here: https://apps004.sec.gov.ph:8001/docs/UserGuide-InterimSystem.pdf

Register your OPC now. If you would like to discuss how we might assist you in accomplishing the requirements, you may schedule an appointment with @The Law Firm of Mallari Fiel Brillante Ronquillo thru mfl@mflegal.com.ph. Thank you.

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No More Extension of Income Tax Payment on June 14, 2020

The original deadline for income tax payments was pushed back thrice already, first to May 15, 2020 then to May 29, 2020 and finally to June 14, 2020.

According to the Bureau of Internal Revenue (BIR) this June 14, 2020 deadline will no longer be extended even if the community quarantine will be prolonged.

Thus, on 21 May 2020, the BIR issued Revenue Regulation No. 12-2020 (RR No. 12-2020) which, among others, repealed Section 3 of RR No. 11-2020. Under this latest regulation, the tax agency voided a provision on its earlier issuance which stipulated that so long as the community quarantines are extended, tax payment cut-offs would be deferred. As it now stands, the defined extended due dates under RR No. 11-2020 shall remain in effect regardless of any extension or modification of quarantine.

Since the provided due date for income tax payment is June 14, 2020 which falls on a weekend, the same shall be moved to June 15, 2020, Monday, being the next working day.

For reference, listed below are the respective due dates of some other taxes:

Under the latest regulation, taxpayers are again reminded to pay the respective returns on or before the deadlines. The Taxpayers are likewise reminded that if they file their tax returns within the original deadline or prior to the extended deadline, they can amend their tax returns at any time on or before the extended due date. An amendment that will result in additional tax to be paid can still be paid without the imposition of corresponding penalties (surcharge, interest and compromise penalties) if the same shall be done not later than the extended deadlines as provided under existing rules and regulations.

A Taxpayer whose amended returns will result in overpayment of taxes paid, can opt to carry over the overpaid tax as credit against the tax due for the same tax type in the succeeding periods/ tax returns, aside from filing for claim for refund.

For queries, updates and other legal concerns, you may contact us from Mondays to Fridays, 9:00 AM to 6:00 PM, through the following:

Email: mfl@mflegal.com.ph;

Website: http://mfbr.com.ph;

Facebook page:  https://www.facebook.com/MFLBR2009/

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How to Protect Your Personal Data in a Work-from-Home Arrangement

The COVID-19 pandemic has greatly affected the way on how people conduct their duties and responsibilities in their respective careers and professions. In line with the government’s measures in curbing the spread of the virus, the Department of Labor and Employment (“DOLE”) encouraged employers from the private sector to adapt to the “new normal” which includes telecommuting.

Telecommuting, as defined under Republic Act No. 11165 is defined as a work arrangement that allows an employee in the private sector to work from an alternative workplace with the use of telecommunications and/or computer technologies. With this, reliance on technology has dramatically multiplied for the past months as data exchanges are widely adopted by utilizing the internet and/or online platforms.

With the sudden spike in its demand, issues on data privacy began to circulate. The National Privacy Commission (“NPC”) puts emphasis on the fact that the adoption of computer technology in the workplace is not risk-free. To prevent unauthorized access to an improper disposal of documents containing personal data due to unprotected home devices, the NPC released guidelines which cover general security measures which may be implemented by organizations and individuals as provided for under NPC PHE Bulletin No.12 on 15 May 2020.

Authorized Information Communication Technology (ICT) Assets:
1. Computers and other ICT peripherals.
– Ideally, employers should issue their staff with appropriate ICT resources to adequately perform their duties
2. Removable Devices.
– Personnel are encouraged to only use organization-issued ICT peripherals (such as USB flash drives, USB mouse, USB keyboard, etc.)
3. Software.
– Only softwares authorized by the organization must be used and only for official purposes.
4. . Proper configuration and security updates.
– Install security patches prior to and while WFH is enforced to prevent cyber security exploits and malicious damage
5. Web Browser Hardening.
– Ensure that your browser is up to date & properly configured.
6. Video conferencing.
– If available, only use video conferencing platforms contracted by your organization, which should pass its privacy and security standards.

Acceptable Use
Organizations must have an Acceptable Use Policy (AUP) that defines allowable personal uses of ICT assets. This may include:

  • Personal emails;
  • Browsing of news and articles;
  • Social media/networking (can be defined in a separate organizational policy); and
  • Video streaming.

The AUP should also define unacceptable and unauthorized uses, which may include:

  • Uses contrary to laws, customs, mores & ethical behavior;
  • Uses for personal benefit, entertainment, profit-oriented, partisan, or hostile activities;
  • Uses that damage the integrity, reliability, confidentiality and efficiency of ICT resources; and
  • Uses that violate the rights of other users

Access Control
– Personnel access to organization data must only be on a “need-to-know-basis”, anchored on pre-defined user profiles, and controlled via a systems management tool.

User Authentication
– Require strong passwords to access personnel credentials and accounts. *Passwords must be at least eight (8) characters long, comprising of upper- and lower-case letters, numbers and symbols.
Prohibit sharing of passwords.
Set up multifactor authentication for all accounts to deny threat actors immediate control of an account with a compromised password.

Network Security
When organization ICT assets are connected to personal hotspots and/or home Wi-Fis, observe the following:

  • Don’t visit malicious webpages. Always look for the “https” prefix on the URL to ensure it is encrypted;
  • As much as possible, ensure high availability and reliability of internet connection;
  • Configure the WiFi Modem or Router; and
  • Avoid connecting office computers to public networks, such as coffee shop Wi-Fis. If left with no choice, use a reliable Virtual Private Network (VPN) when connecting

Records and File Security
Set up policies to ensure sensitive data is processed in a protected and confidential manner to prevent unauthorized access, including:

  • A records management policy;
  • A policy against posting sensitive documents in unauthorized channels, such as social media sites;
  • A policy imposing the use of a file’s digital version instead of physical records, whenever possible; and
  • A retention policy for processing sensitive data in personal devices

Emails
When transferring sensitive data via email, encryption of files and attachments should be done.
Also, ensure that personnel always use the proper “TO, CC and BCC” fields to avoid sending to wrong recipients or needlessly expose other people’s email addresses to all recipients.

Physical security
Create workspaces in private areas of the home, or angle work computers in a way that minimizes unauthorized or accidental viewing by others.

  • Lock away work devices and physical files in secure storage when not in use.
  • Never leave physical documents with sensitive data just lying around, nor use them as a “scratch paper”.

Security Incident Management
Personnel must immediately notify his or her immediate supervisor in case of a potential or actual personal data breach while working from home.
The organization’s Data Protection Officer and/or Data Breach Response Team should immediately be alerted

It’s better to adopt preventive measures than curative measures. As we venture into various alternatives in conducting our livelihood, specifically telecommuting, we must take into consideration the confidentiality of our personal information.

For further queries on this matter or other legal concerns, you may contact us from Mondays to Fridays, 9:00 AM to 6:00 PM, through our email: mfl@mflegal.com.ph, and our website at http://mfbr.com.ph

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