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With the implementation of the Revised Corporation Code (Republic Act No.
11232), the Philippines now allows the establishment of One Person
Corporations (OPC).
Who can register it, and what are the key benefits, requirements, and
restrictions? In this article, we have covered the essential facts you need to
know about One Person Corporation in the Philippines.
One of the key benefits of an OPC is that unlike in sole proprietorship where
there is no distinction between the owner and the business, and the owner is
financially liable for all debts and losses, the shareholder’s liability in an
OPC is limited to the extent of the shareholder’s assets.
Natural person
Trust
Estate
The nominees must also be named in the Articles of Incorporation, and the
written consent of both the nominee and alternate nominee must be attached
to the application for the incorporation.
The single stockholder may at any time change its nominee and alternate
nominee by submitting the names of the new nominees and corresponding
written consent to the Commission.
In case of incapacity or death of the single stockholder, the nominee will take
over the management of the OPC until the end of the inability of the
stockholder or until the new shareholder is determined.
You need to appoint the corporate officers within 15 days from the company’s
establishment and you must also notify SEC no later than five days from the
appointment.
You, as the single shareholder, will be the sole Director as well as the President
of the OPC. Additionally, you will also need to appoint a Corporate Secretary
who must be a Filippino citizen and a Treasurer who must be a resident in the
Philippines.
Director ✅
If you are a resident in the Philippines, you can also appoint yourself as the
Treasurer of the OPC.
However, in that case, a bond will be required for the self-appointed treasurer.
The bond will be calculated based on the authorized capital stock of the OPC.
For example:
1,000,001 to 2,000,000
2,000,000 PHP
PHP
2,000,001 to 3,000,000
3,000,000 PHP
PHP
3,000,001 to 4,000,000
4,000,000 PHP
PHP