Qualifications
Allowed to form an OPC:
Not allowed to form an OPC:
- Natural persons who are licensed professionals
- Banks, non-bank financial institution, and quasi-banks
- Pre-need, trust, and insurance companies
- Public and publicly-listed companies
- Non-chartered government owned and controlled corporations (GOCCs)
*A foreign natural person may set up an OPC but is subject to limitations in areas of investment partially or wholly restricted from foreign participation or as specified in the Foreign Investment Negative List (FINL).
Documentary Requirements
- Cover Sheet
- Articles of Incorporation for One Person Corporation (Natural Person, Trust or Estate)
- Written Consent from the Nominee and Alternate Nominee
- Other Requirements, if applicable:
- Proof of Authority to Act on Behalf of the Trust or Estate (for trusts and estates incorporating as OPC)
- Foreign Investments Act (FIA) Application Form (for foreign natural person)
- Affidavit of Undertaking to Change Company Name, in case not incorporated in the Articles of Incorporation
- Tax Identification Number (TIN) for Filipino single stockholder e. Tax Identification Number (TIN) or Passport Number for Foreign single stockholder
Registration Process
- Preparation of proposed company name
- For convenience, prepare at least three names for your business and check if the proposed name is still available by heading to the SEC’s website and type in the names you want.
- Fill-out the SEC online platform for OPC registration: SEC – Electronic Simplified Processing of Application for Registration of Company
- Pay the filing fees
- Name Reservation – Php100.00 per company name and/or trade name
- Articles of Incorporation -1/5 of 1% of the authorized capital stock but not less than Php2,000.00
- Legal Research Fee (LRF) – 1% of the Registration/Filing Fee but not less than Twenty Pesos (Php20.00)
- FIA Application Fee – Php3,000.00, if the single stockholder is a foreign national.
- Documentary Stamp – Php30.00
- SEC Evaluation and Approval of OPC Registration
- from your online OPC application, it may take a while for SEC to evaluate your application for OPC registration in the Philippines. Upon finding that the online application for OPC is in order, it will issue a Payment Assessment Form that you pay in SEC allowed payment platforms and upload as proof of payment. Shortly thereafter, SEC will notify you of its approval and securing the original copy of duly approved online application for OPC registration in the Philippines. SEC approval of OPC registration marks the legal entity of the OPC that you can use for preliminary corporate transactions.
Essential permits after approval of OPC registration
Once SEC Certificate of Registration is received, next step is to go through the entire business registration process.
The following are essential to fully operate a business in the Philippines:
- Barangay Clearance
- Mayor’s Permit
- BIR Registration
Additional SEC Requirements
Once you have been issued with the certificate, the single stockholder must appoint within 15 days a Treasurer, Corporate Secretary, and other officers. He or she can appoint himself or herself as the treasurer too but not as the Corporate Secretary.
If the single stockholder assumes the position of the Treasurer, they must post a surety bond that is computed based on the authorized capital stock of the OPC
[1] The trust does not refer to a trust entity, but to the subject being managed by a trustee.
[2] It is the estate of the deceased that is allowed to form the OPC and not the administrator.
