One Person Corporation

One Person Corporation (OPC) is a type of corporation recognized under the

Revised Corporation Code of the Philippines. It allows an individual to establish
and operate a corporation with the benefits of limited liability, like a traditional
corporation, even without the need for additional shareholders.

Here are some key features and requirements of a One Person Corporation in
the Philippines:

Single Stockholder: An OPC can be formed and owned by a single individual or

natural person. The single stockholder has full control and ownership of the
corporation.

Limited Liability: Similar to a traditional corporation, the primary advantage of

an OPC is that the liability of the stockholder is limited to the extent of their
investment in the corporation. This means that the personal assets of the
stockholder are protected from the liabilities of the corporation.

Name and Designation: The name of an OPC must include the term "One
Person Corporation" or "OPC" to indicate its legal status. The stockholder's
name shall be disclosed in all transactions, contracts, documents, and
communications of the corporation, including business letters, emails, invoices,
and other official correspondences.

Minimum Capitalization: The Revised Corporation Code removed the

requirement for a minimum authorized capital stock for an OPC. However, the
stockholder is still required to subscribe and pay for at least one share of the
OPC's capital stock.

Incorporation Process: The process of incorporating an OPC is similar to that of

a traditional corporation. It involves the preparation of articles of incorporation,
submission of necessary documents to the Securities and Exchange Commission
(SEC), and payment of the required fees. The SEC has provided a specific form
for the articles of incorporation of an OPC.

Corporate Formalities: An OPC must comply with certain corporate formalities,

including the appointment of a nominee and alternate nominee, who will take
over in case of the stockholder's death or incapacity. The nominee must be a
Filipino citizen, resident in the Philippines, and of legal age. The nominee's
written consent is required.
Conversion and Transfer: An OPC can be converted into a regular stock
corporation if certain conditions are met, such as reaching a certain paid-up
capital threshold or having more than one stockholder. Likewise, a regular stock
corporation with a single stockholder can be converted into an OPC.

It's important to consult with legal professionals or the Philippine Securities and
Exchange Commission (SEC) for the most up-to-date information and specific
requirements related to establishing and operating a One Person Corporation in
the Philippines.