Dear Louise,
It appears that your sister may have misunderstood the legal requirements for appointing a nominee and alternate nominee for her One Person Corporation (OPC). According to Section 124 of Republic Act (RA) 11232, the Revised Corporation Code of the Philippines, and the Securities and Exchange Commission (SEC) Memorandum Circular 7, Series of 2019, the appointment of a nominee and alternate nominee for an OPC requires their written consent to be attached to the application for incorporation.
In your case, since you did not sign any documents related to your appointment as a nominee, your sister’s designation of you as the nominee for her OPC is not legally valid. The law clearly states that the nominee and alternate nominee must consent in writing to their appointment, and this requirement is essential for the proper governance of the corporation in case of the single stockholder’s death or incapacity.
It is important for your sister to follow the legal procedures and requirements set forth by the law and the SEC to ensure the proper administration and management of her OPC. If she wishes to appoint you as her nominee or alternate nominee in the future, she must ensure that you provide your written consent as part of the application process.
If you have any further questions or concerns regarding this matter, it is advisable to seek legal advice to clarify your rights and responsibilities in relation to your sister’s OPC.
We hope this information clarifies the situation for you. If you have any more questions, feel free to ask.
Best regards,
PAO