CHAPTER 1A

Corporation – One Person Corporation

ONE PERSON CORPORATION (OPC)

RA No 11232, Section 116 defines ONE PERSON CORPORATION (OPC) as a corporation with a single stockholder.
Provided, that only a natural person, or an estate may form a One Person Corporation.

The following are not allowed to be formed as One Person Corporation (OPC):
1. Banks and quasi-banks
2. pre-need companies
3. trust companies
4. insurance companies
5. public and publicly listed companies
6. non-chartered government-owned and -controlled
7. a natural person who is licensed to exercise a profession except as otherwise provided under special laws.

MIMIMUM CAPITAL STOCK REQUIRED

A One Person Corporation shall not be required to have a minimum authorized capital stock except as otherwise
provided by special law. (RA No. 11232, Section 117)

ARTCILES OF INCORPORATION
RA No. 11232, Section 118, states the following:

A One Person Corporation shall file articles of incorporation in accordance with the requirements under Section 14 of
this Code. It shall likewise substantially contain the following:

a) If the single stockholder is a trust or an estate, the name, nationality, and residence of the trustee,
administrator, executor, guardian, conservator, custodian, or other person exercising fiduciary duties together
with the proof of such authority to act on behalf of the trust or estate; and

b) Name, nationality, residence of the nominee and alternate nominee, and the extent, coverage and limitation of
the authority.

OTHER MATTERS
1) The One Person Corporation is not required to submit and file corporate bylaws. (RA No. 11232, Section 119)
2) A One Person Corporation shall indicate the letters “OPC” either below or at the end of its corporate name. (RA
No. 11232, Section 120)

POSITION IN OPC
The single stockholder shall be the sole director and president of the One Person Corporation. (RA No. 11232,
Section 120)

Within fifteen (15) days from the issuance of its certificate of incorporation, the One Person Corporation shall appoint
the following as it may deem necessary and notify the Commission thereof within five (5) days from appointment.

1) A TREASURER
A single stockholder who is likewise the self-appointed treasurer of the corporation shall give a bond to the
Commission in such a sum as may be required: Provided, That the said stockholder/treasurer shall
undertake in writing to faithfully administer the One Person Corporation’s funds to be received as treasurer,
and to disburse and invest the same according to the articles of incorporation as approved by the
Commission. The bond shall be renewed every two (2) years or as often as may be required.

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 2) A CORPORATE SECRETARY
 The single stockholder may not be appointed as the corporate secretary.

 RA No. 11232, Section 123, further states that in addition to the functions designated by the One
Person Corporation, the corporate secretary shall:
a) Be responsible for maintaining the minutes book and/or records of the corporation;
b) Notify the nominee or alternate nominee of the death or incapacity of the single stockholder,
which notice shall be given no later than five (5) days from such occurrence;
c) Notify the Commission of the death of the single stockholder within five (5) days from such
occurrence and stating in such notice the names, residence addresses, and contact details
of all known legal heirs; and
d) Call the nominee or alternate nominee and the known legal heirs to a meeting and advise
the legal heirs with regard to, among others, the election of a new director, amendment of
the articles of incorporation, and other ancillary and/or consequential matters.

 NOMINEE AND ALTERNATE NOMINEE

RA No. 11232, Section 124 states that 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.

The articles of incorporation shall state the names, residence addresses and contact details of the
nominee and alternate nominee, as well as the extent and limitations of their authority in managing
the affairs of the One Person Corporation.

The written consent of the nominee and alternate nominee shall be attached to the application for
incorporation. Such consent may be withdrawn in writing any time before the death or incapacity of
the single stockholder.

 TERMS OF NOMINEE AND ALTERNATE NOMINEE –

RA No. 11232, Section 154 states that when the incapacity of the single stockholder is temporary,
the nominee shall sit as director and manage the affairs of the One Person Corporation until the
stockholder, by self-determination, regains the capacity to assume such duties.

In case of death or permanent incapacity of the single stockholder, the nominee shall sit as director
and manage the affairs of the One Person Corporation until the legal heirs of the single stockholder
have been lawfully determined, and the heirs have designated one of them or have agreed that the
estate shall be the single stockholder of the One Person Corporation.

The alternate nominee shall sit as director and manage the One Person Corporation in case of the
nominee’s inability, incapacity, death, or refusal to discharge the functions as director and manager
of the corporation, and only for the same term and under the same conditions applicable to the
nominee.

 CHANGE OF NOMINEE OR ALTERNATE NOMINEE

RA No. 11232, Section 154 states that the single stockholder may, at any time, change its
nominee and alternate nominee by submitting to the Commission the names of the new nominees
and their corresponding written consent. For this purpose, the articles of incorporation need not be
amended

3) OTHER OFFICERS

PROCEDURES IN THE REGISTRATION OF CORPORATION

1. Verification from the SEC whether the name to be adopted by the corporation is the same name as, or similar to,
the name of another firm, partnership or corporation duly organized with SEC. If there already a similar name
registered, the applicant should change the proposed named of the corporation.

2. Drafting and execution of the ARTICLES OF INCORPORATION by the incorporators.

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3. Deposit by the temporary treasurer of the cash paid for the subscribed shares of stocks in a banking institution
in the name of the TREASURER-IN-TRUST (TIT) and to the credit of the corporation for which deposit the bank
shall issue corresponding CERTIFICATE OF DEPOSIT.

4. Filing of Articles of Incorporation together with the following:

a. Treasurer’s affidavit
b. Statement of Assets and Liabilities of the proposed corporation
c. Authority to verify bank deposit
d. Certificate of Deposit of cash paid for subscription
e. An undertaking that the name will be changed if it is found similar to another corporate name
f. Personal Information Sheet of the Incorporators

5. Payment of filing fee and publication fee

6. The issuance of the SEC CERTIFICATE IF INCORPORATION, should the SEC after due verification and
examination find that the Articles of Incorporation as filed, is in order.

7. Securing from the municipality or city the MAYOR’S PERMIT and a LICENSE to do business in the locality.

8. Registration and payment to the BIR

a. Books of accounts
b. Accountable forms
c. POS Machines

9. Other permits, as may be necessary in the circumstances

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How to Register a One Person Corporation in the Philippines
[infographic]
https://kittelsoncarpo.com/how-to-register-an-opc-in-the-philippines/
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.

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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/)

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