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Register a One Person Corporation

If you are a Business owner who wants to register a One Person Corporation, we can help you process your business permit.

WHAT IS OPC?

It has been known that a corporation must be composed of at least five (5) persons. However, the Congress has introduced amendments to the Corporation Code of the Philippines which allows one person to form a corporation.

With the recent passage of Republic Act No. 11232, otherwise known as the “Revised Corporation Code of the Philippines”, One Person Corporation is a corporation with a single stockholder.

WHO are allowed to form OPC?

1. Only a natural person being of legal age (whether Filipino or Alien);

A foreign individual may form an OPC subject to capital requirements and constitutional and statutory restrictions on foreign investments (SEC MC No. 7 dated 25 April 2019)

2. Trust;

3. Estate.

WHO are not allowed to form OPC?

1. Banks

2. non-bank financial institutions

3. Quasi-banks

4. Pre-need

5. Trust

6. Insurance

7. Public and publicly listed companies

8. Non-chartered government-owned and controlled corporations (GOCCs)

9. Also a natural person who is licensed to exercise a profession may not organize as an OPC for the purpose of exercising such profession except as otherwise provided under special laws. (Section 116, Revised Corporation Code)

WHERE TO REGISTER?

OPC must be registered before the Securities and Exchange Commission (SEC).

All OPC applications are now submitted online before SEC Company Registration and Monitoring Department. Here is the link for application:

https://esparc.sec.gov.ph/application [The SEC – ESPARC is a facility to cater application for registration of One Person Corporation (OPC) and Domestic corporations (stock and non-stock) with 2 or more incorporators who may either be natural person, partnership, association or corporations, singly or jointly with others but not more than fifteen (15) in number.]

https://esparc.sec.gov.ph/docs/UserGuide-esparc.pdf [A downloadable guidelines for regular processing]

SEC Hotline: 8818-7187, 8818-0921 loc. 295, 240

Email address: crmd_monitoring@sec.gov.ph

Who are the OFFICERS?

The single stockholder shall be the SOLE DIRECTOR and PRESIDENT of the OPC. (Section 121, Revised Corporation Code)

The OPC shall appoint a TREASURER, CORPORATE SECRETARY and other officers deemed necessary within fifteen days from issuance of certificate of incorporation. SEC must be notified within five (5) days from appointment. (Section 122, Revised Corporation Code)

If the OPC appoints himself as the TREASURER, he shall give a bond. (Section 122, Revised Corporation Code)

In case of death or incapacity of the single stockholder, his or her NOMINEE shall take the place of the single stockholder as director and shall manage the corporation’s affairs. (Section 124, Revised Corporation Code)

WHAT are the benefits of OPC?

1. Limited Liability. The OPC has a personality separate and distinct from the single stockholder.

2. Capital Stock. OPC shall not be required to have a minimum authorized capital stock except as otherwise provided by special law. (Section 117, Revised Corporation Code)

3. Term. The term of an OPC shall be perpetual. If the incorporator is a trustee or Estate, the OPC’s term is co-terminus with the existence of the trust/estate.

4. Convertible. OPC may be converted into an ordinary stock corporation and likewise, an ordinary stock corporation may be converted into OPC.

WHAT ARE THE DOCUMENTS REQUIRED?

1. Cover Sheet

2. Articles of Incorporation (Downloadable after filling in the details in your application online form)

– By Laws is not required

– Shall contain the ff. Information:

– Name, Nationality and Residence of the Single stockholder/Trustee/Guardian/Executor

– Name, Nationality and Residence of the Nominee and Alternate Nominees

3. Written consent from the nominee and alternate nominee.

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