An One Person Corporation (OPC) has a single stockholder who can either be a natural person, estate or the subject of a trust entity. Unlike regular corporations, OPCs do not need multiple incorporators or a board of directors to register their business.
OPCs can exist perpetually.
Meanwhile, some entities cannot form an OPC unless provided by special laws:
- Licensed professionals
- Banks, non-bank financial institutions, quasi-banks
- Pre-need, trust, insurance companies
- Public and publicly listed companies
- Non-chartered government-owned and government-controlled corporations
Process of Incorporation of an OPC
An incorporator is a natural person of legal age acting simultaneously as the corporation’s single stockholder, director and president. Again, a trust or estate can also serve as the OPC’s incorporator.
An OPC allows complete control of a sole proprietorship and the limited liability of a corporation, i.e. limited responsibilities to the shares of a company.
Your OPC does not need to comply with any minimum capital stock requirements unless specified by a special law.
An OPC must pay a fixed 30% corporate income tax on its net income.
You must affix an “OPC” suffix at the end of your OPC’s company name to indicate the separation of entities.
Corporate Officer Appointment
Within 15 days of its certificate of incorporation issuance, the OPC must appoint a treasurer, a corporate secretary, and other officers necessary to carry out operations. The incorporator can be also appointed as treasurer but not the corporate secretary.
Requirements for One Person Corporation in the Philippines
All applications and transactions can be filled manually or online with the SEC’s Company Registration and Monitoring Department or on its affiliated website.
At least three proposed names for the OPC and essential details, including the address, officers’ data, capitalization details and year end accounting date. You must also indicate the purpose or nature of your OPC’s engagement.
Must be prepared Articles of Incorporation, Acceptance Letter of Nominees and Notice to Change Name documents, then fill out the form for OPC via the SEC Electronic Simplified Processing of Application for Registration of Company.
The treasurer can open an account—Treasurer-in-Trust for OPC (TITF)— for the paid-up capitalization. Then, once the SEC approves the OPC registration, the TITF account can be converted into a regular checking or savings account.
The SEC shall evaluate the online OPC registration. Afterward, it will instruct you to upload documentary requirements and issue a Payment Assessment Form that you must pay in SEC-allowed platforms.
Approval of OPC Registration
An approved OPC registration makes your OPC a legal entity. You can now start hiring employees, entering lease contracts and performing relevant transactions for your corporation.
Business Permit of OPC Philippines
With the SEC-approved Certification of Incorporation, a business and occupancy permit in the city or municipality with jurisdiction over your OPC can be applied.
Tax Authority and Welfare Registrations
The registration of the business permit, the Bureau of Internal Revenue for the tax identification number, books of accounts and invoicing can be processed by filling out the forms required and paying a registration fee and documentary stamp tax for the OPC capitalization and other relevant papers.
At the same time, the POC must be registered with the Social Security System, Philippine Health Insurance System and Home Development Mutual Fund for employee welfare benefits.
Other Government Agency Registrations
Depending on the nature of your OPC, the OPC needs to register it with any of these agencies:
- Bureau of Customs
- Food and Drugs Administration
- Bangko Sentral ng Pilipinas
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