One Person Corporation – OPC. ITS HERE! Here’s your guide.

May 6, 2019 – The Securities and Exchange Commission (SEC) started accepting the long awaited One Person Corporation.

Sooner than expected, since the release of the Republic Act 11232 or the revised corporation code was signed into law three months ago, our citizens, foreigners included rejoice as this has been long awaited – nearly 40 years to be exact.

To set up a corporation back then (not to sound like it was ages ago) would require at least 5 incorporators, or 5 natural persons to be exact. This was the biggest obstacle for anyone to register a corporation. While the Single Proprietorship (Sole Prop) was the best option for an individual, it did not protect them from legal liabilities, and so the aspiring business owners hesitated. Or worked without permits.

The One Person Corporation (OPC) opens up the door to the business owners who once hesitated because of the requirements. They may now register and operate as a corporation. Creating a separate legal entity for their protection as a business owner. So here’s what you need to know:-

  • You have to be of legal age
  • A foreigner may register as a OPC
  • For certain business models, the foreign OPC is “subject to the applicable constitutional and statutory restrictions.”  where 60% of the share must be owned by a Filipino.
  • Professionals, licensed or not, such as Accountants may not register as OPC if he or she is doing business to apply the said profession. “unless provided under special laws”

[Take note that the registration is currently available manually] Once you are qualified, here are the steps:-

  1. Check the name availability of your desired corporation name at the SEC office at the Philippine International Convention Center in Pasay City.
  2. Should your preferred name be unavailable, you may file for an appeal.
  3. With the name settled, the OPC must submit the required documents such as the cover sheet and the articles of incorporation.
  4. The applicant must also show written consent of their nominee or alternate nominee. (They are the people who will take over your business in case of death).
  5. Pay your registration fees.
  6. A Surety Bond is required to be submitted by the applicant to the SEC Company Registration and Monitoring Department (CRMD). This bond will computed based on the Authorized Capital declared. Note that this may take awhile.
  7. Once the filling from the CRMD is cleared, a Certificate of Incorporation will be released to the applicant.
  8. The OPC has 15 days from the release of certificate to appoint its Treasurer and Corporate Secretary. (The OPC may also be its own Treasurer).
  9. The applicant must notify the SEC 5 days after the appointment was made.

vOffice will launch their assistance for the One Person Corporation on May 14 after election day. For to more info about the One Person Corporation or for assistance with your OPC application, you may contact vOffice at 63-2-224-2000.

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