Guide to Registering a One-Person Corporation in the Philippines

What is a One-Person Corporation (OPC)?

A One-Person Corporation (OPC) is a business entity that allows a single individual to establish a corporation. This structure was introduced in 2019 under the Revised Corporation Code of the Philippines, eliminating the need for multiple shareholders or a board of directors.

Who can form an OPC?

• Natural persons: Individuals of legal age
• Trusts: Legal entities that hold assets for the benefit of others
• Estates: The legal entity representing a deceased person's assets
• Foreign individuals: Subject to specific restrictions
  

Key Features of an OPC:

• Limited Liability: The corporation is solely responsible for its debts, protecting the owner's personal assets.
• Perpetual Existence: The corporation continues to exist indefinitely, regardless of changes in ownership.
• No Minimum Capital Requirement: There are no mandated minimum capital requirements for establishing an OPC.
• Complete Control: The owner serves as the sole shareholder, director, and president, allowing for streamlined decision-making.
  

Registration Steps:

1. Submit Company Name: Reserve your desired company name with the Securities and Exchange Commission (SEC).
2. Prepare Required Documents: Gather and complete all necessary documents for submission.
3. Pay Filing Fees: Settle the required fees associated with the registration process.
4. Submit Notarized Documents: Provide notarized copies of documents along with proof of payment.
5. Claim Certificate of Registration: Once approved, collect your Certificate of Registration from the SEC.
   

Required Documents:

• Articles of Incorporation: The foundational document outlining the corporation's structure and purpose.
• Written Consent: Consent from the Nominee and Alternate Nominee, if applicable.
• Identification: Tax Identification Number (TIN) or passport number for foreign individuals.
• FIA Application Form: Required for foreign investors.
  

Main Fees:

• Name Reservation: ₱100 per name
• Articles of Incorporation: 0.5% of capital stock (minimum ₱2,000)
• Legal Research Fee: 1% of the registration fee (minimum ₱20)
• FIA Application Fee: ₱3,000 (for foreign applicants)
• Documentary Stamp Tax: ₱30
  

Post-Registration Requirements:

• Appoint Officers: Appoint a treasurer and corporate secretary within 15 days of registration.
• Notify SEC: Inform the SEC of these appointments within 5 days.