In early 2019, the Revised Corporation Code (Republic Act No. 1123) was signed into law. This piece of legislation modifies the decades-old Corporation Code of the Philippines (Batas Pambansa Blg. 68), which dates back to 1980.

One monumental change brought about by the RCC is the creation of a one-person corporation (OPC). Through this new type of legal structure, an entrepreneur can act as the single stockholder and utilize the full benefits of a sole proprietorship and the limited liability of a corporation. 

Additionally, the business owner is the sole director and president of the corporation — and can appoint a treasurer, corporate secretary, and other officers. A nominee and alternate nominee can be appointed as well; to take over business operations when the sole stockholder passes away or becomes incapacitated.

Looking to register as a one person corporation? Read on to learn about the complete list of requirements, prohibitions, and the procedure.

📖In Summary:

• All applications for one person corporations must go through the Securities and Exchange Commission.  
• Natural persons of legal age can register, even foreigners. 
• Doctors, lawyers, engineers, and financial institutions, cannot incorporate a one-person corporation. 
• You’ll need to have your documents notarized and submit them in-person.

Valid incorporators of OPC

Just about anyone can start a business as an OPC. According to the Revised Corporation Code, the following legal entities can register as one: 

• Natural persons of legal age (18 years old) in the Philippines
• Foreigners (subject to certain constitutional and statutory restrictions)
• Trusts
• Estates 

However, there are prohibitions to take note of. The following entities can’t register as an OPC:

• Natural persons licensed to practice a profession (e.g., lawyers, doctors), unless otherwise stated by a special law. 
• Public and publicly-listed companies
• Non-chartered government-owned and government-controlled corporations 
• Banks, financial institutions, and quasi-banks 
• Insurance companies
• Pre-need companies

How to register as a one person corporation in six steps

All OPC applications must go through the Securities and Exchange Commission (SEC). You’ll need to manually submit requirements through the SEC’s Company Registration and Monitoring Department. Below is an overview of each step of the OPC registration process.

Step 1: Business name verification

Prepare at least three possible names for your business before applying. The proposed business name should be unique and not have a duplicate in the SEC database. 

Once validated, your chosen business name will be automatically suffixed with OPC (e.g., “Company XYZ, OPC”)

While you can choose to skip this verification process, it’s best practice to opt in. When the SEC processes your application and finds that your proposed business name has been taken, it’s highly likely you’ll be denied. 

Step 2: Complete the online form

You can access the SEC’s online form here or by visiting the official website directly at sec.gov.ph. An application reference number will be provided after successfully submitting the form. 

Within three days, you can check the status of the application in the email you provided in the form. You can also input your reference number in the SEC website to track the status. 

Step 3: Compute and pay for fees

Once your application has been approved, the next step is to pay registration fees. Here’s a breakdown of what you need to pay for:

• Name Reservation: Amounts to ₱100 per company or trade name.

• Articles of Incorporation : ⅕ of the 1% capital stock. This fee should not be less than ₱2,000.

• Legal Research Fee: 1% of the registration fee. The sum should not be less than ₱20.
• Documentary Stamp: ₱30 pesos.

• Foreign Investments Act (FIA) Application Fee: ₱3,000 for a single foreign stakeholder with an additional ₱30 for the documentary stamp.

Step 4: Notarize your documents and proof of payment

Below are the documents you need to register as an OPC. Three (3) hard copies of each document are required, along with the notarized proof of payment:

• SEC Cover Sheet
• Articles of Incorporation (natural person, trust, or estate)
• Written documentation of consent from nominee and alternate nominee
• Other documents depending on the specific application. This may include Tax Identification Number, FIA Application Form for foreign nationals, Proof of Authority for Trusts and Estates.

As of writing, payment and document submission must be done within 30 days of the application. To be on the safe side, make sure to check the SEC website for updates.

Step 5: Claim your certificate of registration

If all goes well, the final step is claiming your OPC certificate of registration from the SEC. In some instances, some incorporators may be asked to submit additional supporting documents.

Step 6: Work with Loft to register as an OPC

Starting a business takes a lot of work. Leave the business registration process to us, so you can focus on growing your team or company. 

Loft has business services tailored to your needs, whether you’re starting an OPC, sole proprietorship, or other business type.

Get in touch with us via email or call us at +63-917-899-1111.