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.
The Revised Corporation Code 2019 of the Philippines or Republic Act No. 11232
Does a One Person Corporation (OPC) only need one individual to register? Read below to find out the requirements to register an OPC.
A one person corporation (OPC) is a corporation with a single stockholder, who can only be a natural person, trust or estate.
The incorporator of an OPC being a natural person must of be of legal age.
2. Corporate Name
The suffix “OPC” should be indicated by the one person corporation either be-low or at the end of its corporate name.
3. Single Stockholder as Director and Officer
The single stockholder shall be the sole director and president of the OPC.
4. Designation of Nominee and Alternate Nominee
The single stockholder is required to designate a nominee and an alternate nominee named in the Articles of Incorporation who shall replace the single stockholder in the event of the latter’s death and/or incapacity. The written consent of both the nominee and alternate nominee shall be attached to the application for incorporation.
5. Only Articles of Incorporation Needed
The OPC shall file its Articles of Incorporation (AI) in accordance with the requirements of Section 14 of the Revised Corporation Code of the Philippines. The AI must set forth its primary purpose, principal office address, term of existence, names and details of the single stockholder, the nominee and alternate nominee and the authorized, subscribed and paid-up capital and such other matters consistent with law and which may be deemed necessary and convenient.
The OPC is not required to submit and file its Bylaws.
7. Minimum Capital Stock Not Required
The OPC is not required to have a minimum authorized capital stock except as otherwise provided by special law.
Further, unless otherwise required by applicable laws or regulation, no portion of the authorized capital is required to be paid-up at the time of the incorporation.
Within fifteen (15) days from the issuance of its Certificate of Incorporation, the OPC shall appoint a Treasurer, Corporate Secretary, and other officers, and notify the SEC thereof within five (5) days from appointment, using the Appointment Form as may be prescribed by the SEC.
The single stockholder shall not be appointed as Corporate Secretary but may assume the role of a Treasurer.
9. Bond Requirement for the Self-Appointed Treasurer
The single stockholder who assumes the position of the Treasurer shall post a surety bond to be computed based on the authorized capital stock (ACS) for the OPC as shown in the Table below:
Surety Bond Coverage*
1.00 to 1,000,000.00
1,000,001 to 2,000,000.00
2,000,001 to 3,000,000.00
3,000,001 to 4,000,000.00
4,000,001 to 5,000,000.00
P 5,000,001.00 and above = Amount of surety bond coverage shall be equal to the OPC’s ACS.
* Subject to renewal every two (2) years or as may be required, upon review of the annual submission of the Audited Financial Statements/Financial Statements certified under oath by the company’s President and Treasurer.
** The bond is a continuing requirement for so long as the single stockholder is the self-appointed Treasurer of the OPC.
*** The bond may be cancelled upon proof of appointment of another person as the Treasurer and Filing of the Amended Form for the Appointment of Officers.
10. Change of Nominee or Alternate Nominee
The single stockholder may, at any time, change its nominee and alternate nominee by submitting to the Commission the names of the nominees and their corresponding written consent. The Articles of Incorporation need not be amended.
11. Incapacity or Death of the Single Stockholder
In case the single stockholder becomes incapacitated, the nominee can take over the management of the OPC as director and president. At the end of the incapacity, the single stockholder can resume the management of the OPC.
In case of death or permanent incapacity of the single stockholder, the nominee will take over the management of the OPC until the legal heirs of the single stockholder have been lawfully determined and the heirs have agreed among themselves who will take the place of the deceased.
12. Who are Not Allowed to Form OPC’s
Banks, non-bank financial institutions, quasi-banks, pre-need, trust, insur-ance, public and publicly companies, non-chartered government-owned and controlled corporations (GOCCs) cannot incorporate as OPC.
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.
13. Foreign National
A foreign natural person may put up an OPC, subject to the applicable capital requirement and constitutional and statutory restrictions on foreign participa-tion in certain invest areas or activities.
• Minimum required paid-in capital for a corporation with more than 40% foreign ownership catering to the Philippines domestic market USD200,000.00.
• Export Enterprises; minimum recommended paid-in capital PHP250,000.00.
• Export enterprises located in Philippine Economic Zone Authority approved IT Buildings are required to have a paid-in capital equivalent to 25% of the total project cost.
Nature of Business
Filipino Director: Name and Address, 2 x Government IDs, Tax Identification Number (TIN).
Foreign Director: Name and Address, copy of passport
Name and Address of Treasurer in Trust
Every shareholder, director and officer of the company is required to obtain a Philippines Tax Identification Number (TIN). A Special Power of Attorney is required, authorizing Dayanan to file the TIN application.
All documents signed overseas must be authenticated by a Philippine Embassy/Consulate or with an apostille affixed thereto.