Registration of One Person Corporations in the Philippines

A One Person Corporation or OPC, which is a single-stockholder corporation authorized under Title XIII of the Revised Corporation Code, is registered in the same way as other corporations. The following application requirements and process are culled from SEC Memorandum No. 7, series of 2019, and its accompanying documents. 

I. NAME VERIFICATION 

The registration starts with a name verification, with the application submitting the proposed company name of the OPC. The SEC, through the Company Registration and Monitoring Department (CRMD), verifies if there is no hindrance for the use of the company name, or trade/business name.

[See also: One Person Corporations under the Revised Corporation Code]

II. SUBMISSION OF DOCUMENTS

The following documents must be submitted for pre-processing: 

(a) Cover Sheet 

(b) Articles of Incorporation for One Person Corporation (Natural Person, Trust or Estate) 

(c) Written Consent from the Nominee and Alternate Nominee 

(d) Other requirements, if applicable: 

  • i. Proof of Authority to Act on Behalf of the Trust or Estate (for trusts and estates incorporating as OPC).
  • ii. For a foreign natural person, the Foreign Investments Act (FIA) Application Form. A foreign natural person may put up an OPC, subject to the applicable constitutional and statutory restrictions on foreign participation in certain investment areas or activities. [See Who are Allowed/Not Allowed to Create a One Person Corporation]
  • iii. Affidavit of Undertaking to Change Company Name, in case the form is not incorporated in the Articles of Incorporation.
  • iv. Tax Identification Number (TIN) for Filipino single stockholder.
  • v. Tax Identification Number (TIN) or Passport Number for Foreign single stockholder.

III. PAYMENT OF FILING FEES

The applicant pays the filing fees:

  • Name Reservation : P100 per company name and/or trade name 
  • Articles of Incorporation : 1/5 of 1% of the authorized capital stock but not less than P2,000 
  • Legal Research Fee (LRF) : 1% of the Registration/Filing Fee but not less than P20
  • FIA Application Fee : P3,000, if the single stockholder is a foreign national
  • Documentary Stamp : P30

IV. SUBMISSION OF HARD COPIES 

The applicant shall submit the hard copies of signed and notarized documents, together with the proof of payment of filing fees. 

Thereafter, the approved Certification of Registration as One Person Corporation is released to the applicant. 

See also:
* How to Register a Domestic Corporation* How to Register a Foreign Corporation
P&L Law

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