Republic Act No. 11232 or the Revised Corporation Code of the Philippines now allows for the registration of a simplified version of a corporation.
Currently, the majority of corporations registered in the Philippines use nominee incorporators and directors. The new legal entity called One Person Corporation (OPC) will now allow for a sole shareholder, thus eliminating the need for nominees.
Many of the larger corporations in the Philippines will not do business with a Sole Proprietorship. The OPC erases this disadvantage while also including the benefit of limited legal liability.
Who Can Register an OPC
Only a natural person, trust, or an estate may form a One Person Corporation.
Who Cannot Register an OPC
Banks and quasi-banks, pre-need, trust, insurance, public and publicly-listed companies, and non-chartered government-owned and -controlled corporations may not incorporate as One Person Corporations. A natural person who is licensed to exercise a profession may not organize as a One Person Corporation for the purpose of exercising such profession except as otherwise provided under special laws.
Cover Sheet, Articles of Incorporation, written consent documents from Nominee and Alternate Nominee
By-laws are not required.
The single stockholder shall be the sole director and president of the One Person Corporation.
A treasurer and corporate secretary are also needed. In the case that the president also acts as treasurer, s/he shall give a surety bond to the SEC.
The president may not assume the role of corporate secretary. Both the treasurer and corporate secretary must be residents of the Philippines. The corporate secretary shall be a Filipino citizen.
Roles Played by Nominee and Alternate Nominee
The single stockholder shall designate a nominee and an alternate nominee who shall, in the event of the single stockholder’s death or incapacity, take the place of the single stockholder as director and shall manage the corporation’s affairs.
In case of death of the single stockholder, the nominee will manage the corporation only until the heirs designate his replacement.
A One Person Corporation shall indicate the letters “OPC” either below or at the end of its corporate name.
An Ordinary Corporation may be converted to an OPC, and vice-versa.