How to Register a One Person Corporation in the Philippines [infographic]

A major provision of Republic Act 11232 or the Revised Corporation Code, a One Person Corporation (OPC) is a new type of corporation with a single stockholder. It offers the full control and authority of a sole proprietorship and the limited liability of a corporation, an ideal setup for aspiring entrepreneurs seeking to run a corporation on their own without the associated risks of incurring personal liabilities and having business partners. 

An OPC’s single stockholder (also known as incorporator) shall be the sole director and president. S/he is required to designate a nominee and an alternate nominee who shall be indicated in the Articles of Incorporation to replace the single stockholder if they die or become incapacitated to operate the OPC. 

Who May Form a One Person Corporation?

• Natural Person of Legal Age (local or foreign*)
• Trust**
• Estate

*A foreign natural person may set up an OPC, subject to limitations in areas of investment partially or wholly restricted from foreign participation.
**The trust does not refer to a trust entity, but to the subject being managed by a trustee. 

Who Are Not Allowed to Form an OPC?

• Natural Person Licensed to Exercise a Profession***
• Banks, Non-Bank Financial Institutions, and Quasi-Banks
• Pre-Need, Trust, and Insurance Companies
• Public and Publicly-Listed Companies
• Non-Chartered Government-Owned and/or Controlled Corporations (GOCCs)

***If the purpose of setting up the OPC is to exercise their profession. 

Documentary Requirements

• Cover Sheet
• Articles of Incorporation (Natural Person, Trust or Estate)
• Written Consent from the Nominee and Alternate Nominee
• Other Requirements (if applicable)
  • Proof of Authority to Act on Behalf of the Trust or Estate (for trusts and estates incorporating as OPC)
  • Foreign Investments Act (FIA) Application Form (for foreign natural persons)
  • Affidavit of Undertaking to Change Company Name (in case not incorporated in the Articles of Incorporation)
  • Tax Identification Number (TIN) for Filipino single stockholder
  • Tax Identification Number (TIN) or Passport Number for Foreign single stockholder

Filing Fees

• Name Reservation – Php100.00 per company name and/or trade name 
• Articles of Incorporation – ⅕ of 1% of the authorized capital stock but not less than Php2,000.00
• Legal Research Fee (LRF) – 1% of the Registration/Filing Fee but not less than Php20.00
• FIA Application Fee – Php3,000.00 if the single stockholder is a foreigner
• Documentary Stamp – Php30.00

Registration Process

Pursuant to the guidelines of the Securities and Exchange Commission (SEC), all applications should be filed manually with SEC’s Company Registration and Monitoring Department (CRMD). 

Step 1: Submit the proposed company name

NOTE: Applicants with rejected names should submit a Letter of Appeal.

Step 2: Submit documentary requirements for pre-processing 

Step 3: Pay the filing fees

Step 4: Submit hard copies of signed and notarized documentary requirements together with the proof of payment of filing fees

Step 5: Claim Certificate of Registration from SEC 

NOTE: Within 15 days from the issuance of the Certificate of Registration, the single stockholder must appoint a treasurer, corporate secretary, and other officers. S/he should thereafter notify the SEC within 5 days of the appointment. 

Source: Securities and Exchange Commission Official Website (http://www.sec.gov.ph/)