A One Person Corporation (OPC) permits a single stockholder to organize a corporation, but the law still requires succession arrangements if that stockholder can no longer manage it. The nominee and alternate nominee are part of that arrangement. They are not ceremonial names to insert into incorporation papers: their authority and consent should be understood before the filing is made.

What the law requires

Under Sections 124 to 126 of the Revised Corporation Code, the OPC’s articles must state the names, residence addresses, contact details and extent and limitations of authority of the nominee and alternate nominee. Their written consent is attached to the incorporation application. A founder should discuss the role with each person and keep the written record consistent with the proposed articles.

If the single stockholder becomes temporarily incapacitated, the nominee acts as director and manager until the stockholder regains capacity. In a case of death or permanent incapacity, the nominee acts until the legal heirs are determined and have designated a successor or agreed that the estate will be the stockholder. The alternate nominee steps in if the nominee cannot or will not serve, subject to the same conditions.

Plan for change

The single stockholder may change either designation by submitting the new names and written consents to the Securities and Exchange Commission (SEC); the Code says this does not require amendment of the articles. The OPC should nevertheless update its records promptly and check current SEC filing instructions. A person named years earlier may have moved, changed contact details, or become unwilling to act.

The nominee arrangement does not replace an estate plan or settle who ultimately inherits the shares. It provides temporary corporate continuity while the legal questions about the stockholder’s estate are resolved. Founders should review the arrangement together with succession, banking mandates, and contracts that require a continuing authorized signatory.

For assistance with company formation and incorporation, contact Cedeño Law Office. This article is general information; the proper documents and succession plan depend on the founder’s circumstances and current SEC practice.