Withdrawal of Consent of Nominee - Template Form Pro · PH-law

________
________

________

________
The Single Stockholder
________ (OPC)
________

Re: Notice of Withdrawal of Consent to Act as Nominee of a One Person Corporation

Dear ________:

I.  Introduction and Capacity

I, ________, of legal age, Filipino, with residence at ________ and holder of Tax Identification Number ________, write in my capacity as the duly designated and consenting Nominee of your One Person Corporation, ________, registered with the Securities and Exchange Commission (the “Commission”) under Company Registration No. ________ (the “Corporation”).

I was designated as Nominee, and gave my written consent thereto, in the Articles of Incorporation of the Corporation and/or in a separate written consent dated ________, in accordance with Sections 116 and 124 of Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines (the “Revised Corporation Code”).

II.  Notice of Withdrawal of Consent

Please be advised that, pursuant to Section 125 of the Revised Corporation Code and the Guidelines on the Establishment of a One Person Corporation issued by the Commission, I hereby WITHDRAW my consent to act as the Nominee of the Corporation. This withdrawal shall take effect upon your receipt of this written notice, subject to the conditions set out below.

The reason for this withdrawal is the following: ________.

III.  Continuing Duty Pending Designation of a Replacement

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IV.  Request for Designation of a Replacement and Amendment of the Articles of Incorporation

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V.  Effect, Reservation of Rights, and Limitation of Liability

Upon the effective designation and recording of a replacement Nominee with the Commission, I shall be fully and irrevocably released and discharged from any and all duties, responsibilities, and liabilities arising from or in connection with my designation as Nominee of the Corporation. I expressly reserve all rights and remedies available to me under the Revised Corporation Code, the Civil Code of the Philippines, and other applicable laws. This withdrawal is made in good faith and without prejudice to any obligations that may have accrued prior to its effectivity.

VI.  Return of Documents and Confidentiality

I undertake to return, upon demand, all corporate records, documents, and properties of the Corporation that may be in my possession by reason of my designation. I likewise confirm my continuing obligation to keep confidential all information of the Corporation that came to my knowledge in such capacity, in accordance with applicable law, including Republic Act No. 10173, otherwise known as the Data Privacy Act of 2012.

I thank you for the trust and confidence you have reposed in me, and I wish you and the Corporation continued success.

Very truly yours,

______________________________
________
Nominee

ACKNOWLEDGED AND RECEIVED:

______________________________
________
Single Stockholder, ________ (OPC)
Date: ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
________ ) S.S.

BEFORE ME, a Notary Public for and in ________, this ________, personally appeared ________, who exhibited to me his/her competent evidence of identity in the form of ________, known to me and to me known to be the same person who executed the foregoing Notice of Withdrawal of Consent, and who acknowledged to me that the same is his/her free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and at the place first above written.

______________________________
Notary Public

Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.