j. Self-dealing by Directors with the Corporation

Self-Dealing and Related Party Transactions in One Person Corporations

Under the Revised Corporation Code, a One Person Corporation is mandated to submit specific reportorial requirements to the Commission within the period prescribed by rules¹. Crucially, these requirements include a disclosure of all self-dealings and related party transactions entered into between the One Person Corporation and the single stockholder¹.

Along with the disclosure of self-dealings, the One Person Corporation must submit the following:

• Annual financial statements audited by an independent certified public accountant, provided that if the total assets or total liabilities of the corporation are less than Six hundred thousand pesos (₱600,000.00), the financial statements shall be certified under oath by the corporation's treasurer and president¹;
• A report containing explanations or comments by the president on every qualification, reservation, adverse remark, or disclaimer made by the auditor in the latter's report¹; and
• Other reports as the Commission may require¹.

The fiscal year of a One Person Corporation for the purpose of these requirements is that set forth in its articles of incorporation or, in the absence thereof, the calendar year¹. If the corporation fails to submit these reportorial requirements three times, consecutively or intermittently, within a period of five years, the Commission may place the corporation under delinquent status¹.