THE CORPORATION CODE OF THE PHILIPPINES

as amended by Republic Act No. 11232

 ONE PERSON
CORPORATION

Republic Act No. 11232 or the “Revised Corporation Code

of the Philippines” (RRC) took effect on the 23rd of February
2019, following the completion of its publication in the Manila
Bulletin and the Business Mirror.

The new law refurbished the almost four-decade old

Corporation Code of the Philippines. Its objective is to ease the
process of doing business in the country and in effect revitalize the
economy by encouraging small and medium business enterprises.

One of the important, if not the most important, changes

under the said law is the deletion of the previously required
number of incorporators under the old Corporation Code which
must be a minimum of five (5) individuals. Now, the law allows
the formation of a One Person Corporation having only a single
shareholder, who may be a natural person, an estate, or a trust.

All applications for the establishment of a One Person

Corporation are processed by the Securities and Exchange
Commission (SEC) through their Company Registration and
Monitoring Department.
 HOW TO REGISTER A ONE PERSON CORPORATION?

DOCUMENTARY REQUIREMENTS

 Cover Sheet

 Articles of Incorporation

 Written Consent from the Nominee and Alternate Nominee

 Other requirements (if applicable)

 For Trusts and Estates incorporation as OPC: Proof of Authority to Act on Behalf of the Trust or Estate

 For foreign natural persons: Foreign Investment Act (FIA) Application Form

 In case not incorporated in the Article of Incorporation: Affidavit of Undertaking to Change Company Name

 For Filipino single stockholder: Tax Identification Number (TIN)

 For foreign single stockholder: Tax Identification Number (TIN) or Passport Number

FILING FEES REGISTRATION PROCESS

NAME RESERVATION Step 1: Step 2:

Php 100.00 per company name Submit the proposed Submit the documentary
and/or trade name company name requirements for pre-
processing
Step 3: Step 4:
ARTICLES OF INCORPORATION Pay the filing fees Submit hard copies of
½ of 1% of the authorized capital stock but signed and notarized
not less than Php 2, 000.00 documentary requirements
with the proof of payment
of filing fees.
LEGAL RESEARCH FEE Step 5:
1% of the Registration Filing Fee Claim Certificate of Registration from SEC
but not less than Php 20.00
Note: Within 15 days from the issuance of the
Certificate of Registration, the single stockholder
FIA APPLICATION FEE must appoint a treasurer, corporate secretary, and
Php 3,000.00 if the single other officers. He should thereafter notify the SEC
stockholder is a foreigner within 5 days of the appointment.

DOCUMENTARY STAMP TAX

Php 30.00
 ELECTRONIC SIMPLIED PROCESSING OF APPLICATION
FOR REGISTRATION OF COMPANY (eSPARC)

What is eSPARC?

It is a facility to cater application for registration of One Person Corporation (OPC) and Domestic
corporations. Also, it allows the applicant or his duly appointed representative to submit the proposed
company name and input details of the articles of incorporation for review of the Commission.

I. Submission of Application

1. Fill out the application forms correctly and completely.

Note: In selecting the processing office, know that it refers to the SEC Office where the signed
and notarized hard copies of the registration documents will be submitted and where the
Certificate of Registration will be released. In selecting the company type, it is important to note
that corporations are classified by industry based on the Philippine Standard Industrial
Classification (PSIC).

2. Name Verification Process. Upon submission of the application, a one-time password

(OTP) will be sent to the email of the applicant and the status of his/her application will be
saved as draft while the name is being verified.

If the name verification fails, an information message “Proposed name/s cannot be used.
Please see name verification result” will be displayed. To request for appeal, click the
“Click here to tag application for appeal name” button. Applicant will be asked later to
upload the Name Appeal document.

If the verification is successful, the system will display an information message: “You may
proceed with the application. Name verification will be subject to validation by the name
verification officer.” The proposed company name and/or trade name/s will be presented in
the downloadable forms and certificate/license exactly the same as how they were entered.

Note: The fact that the proposed company name and/or trade name/s is available at the date
verified, it is not to be regarded as an approval of the registration of the company.

3. Company Details. In indicating the purpose of the company, the primary purpose shall refer
to the main business activity of the company.

4. For capital structure and company officers, the fields displayed are dependent on the
selected company type.

5. Upload the application and all the supporting documents.

 6. Application review. Here, a review of the accuracy of the system-generated forms and the
uploaded files, if any, may be done by the applicant by clicking them to open on a separate
tab.

7. After reading the Terms of Service, Privacy Notice (Privacy Policy and Consent Form),
Certification and Reservation Notice, the applicant may finally submit the application by
clicking “I have read and agreed to the terms of service, privacy policy and certification”,
enter the correct verification code and click the “Submit Application” button.

8. After that, the system confirms the application is successfully submitted and provides
information such as status of the application, Application Reference Number and the date
the application is submitted.

II. Uploading of Signed and Notarized Documents

1. An email notification of Pre-Approved Application status will be sent to the authorized

representative’s registered email. A checklist of applicable System Generated Forms will be
displayed. Each form shall contain all the necessary signatures for each incorporator/partner.
Once signed, the applicant must upload the authenticated or notarized file/s by clicking the
“Upload Documents” button.

If the uploaded signed and authenticated or notarized documents are correct an email
notification of Approved Application status will be sent and may proceed to payment of
registration fees.

III. Payment of Filing Fees

1. The applicant may pay the registration fees through the following payment method: a)
electronic System for Payment to SEC (Espaysec); b) Over-the-Counter (OTC) of SEC
Cashier Office; or c) Land Bank Over-the-Counter.

IV. Downloading of the Digital Certificate of Incorporation

1. Once the payment has been done and confirmed by SEC, an email of payment confirmation
and notification for approved registration will be sent. The applicant may now download the
Digital Certificate of Incorporation by clicking the link provided in the email notification for
approved registration.

Note: It is important to note that the original copy of the Certificate of Incorporation
(COI)/Partnership shall be released only upon presentation and submission to the selected
SEC Process Office of the digital copy of the COI/Partnership, copy of the proof of
payment of the assessed registration fees together with the four (4) sets of originally signed
and authenticated or notarized hard copies anytime within a period of sixty (60) calendar
days from the date stated in the Digital Certificate of Incorporation.

FREQUENTLY ASKED QUESTIONS ON REGISTERING A ONE PERSON CORPORATION

Q. Do I need to prepare anything prior the application for registration?

A. No. However, it is highly recommended that you prepare ahead of time the details regarding some
of the documentary requirements, including but not limited to:

1. At least three proposed names with “OPC” at the end of name or suffix.

Note: Name verification is an efficient process to ensure that your business name is unique and
on the SEC’s data base. Otherwise, your application may venture a denial.

2. Purpose upon which the OPC will engage or do business in the Philippines.
3. Principal office address where the OPC will operate in the Philippines.
4. Personal details of the single stockholder and sufficient identification documents.

5. Capitalization details of the OPC.

Note: No minimum capitalization is required in order to establish an OPC.

However, one-fourth of the capitalization must be subscribed at the time of
incorporation and at least Php5,000 should be paid-up. ( Sec. 117, Sec. 37 [f] of
R.A. No. 11232)

6. Accounting year-end preference

7. Other details to ensure the completion of all the documentary and identification requirements
which may be deemed necessary and convenient.

Q. Are By-Laws as required for regular corporations also required for OPC registration in the
Philippines?

A. No. By-Laws are no longer required for OPC registration. An OPC need not submit and file
by-laws because there is no board or a set of stockholders to manage. The single
stockholder serves both as a director and the President of the OPC.

Q. Are licensed professionals absolutely prohibited from establishing an OPC?

A. No. A natural person licensed to exercise a profession may not organize as an OPC only
if it is for the purpose of exercising such profession and except as otherwise provided
under special laws.

Q. Can the single stockholder appoint himself/herself as the corporate secretary?

A. No. The single stockholder may not appoint herself as corporate secretary but may assume the role
of a treasurer. In the latter case, a bond shall be given in such a sum as may be required by the SEC and
which shall be renewed every two (2) years or as often as may be required upon review of the annual
submission of the Audited Financial Statements/Financial Statements certified under oath by the
company’s President and Treasurer.

The bond is a continuing requirement for so long as the single stockholder is the self-appointed
Treasurer of the OPC. The bond may be cancelled upon proof of appointment of another person as the
Treasurer and Filing of the Amended Form for the Appointment of Officers.

Q. Can a regular corporation convert into an OPC and vice versa?

A. Yes. A single stockholder can convert her OPC to a regular corporation with a set of directors,
officers and other stockholders and likewise comply with all requirements of a regular corporation.
Upon compliance therewith, the SEC will issue a Certificate for Filing Amended Articles of
Incorporation reflecting the conversion.

In the same vein, a regular corporation may request its conversion to an OPC. First, a stockholder needs
to acquire all the shares of the regular corporation and comply with the other requirements of an OPC.

Q. Upon approval of the application, can the OPC immediately conduct business
operations?

A. No. The SEC approval of the OPC registration recognizes the legal personality of the corporation for
the purpose of exercising preliminary corporate transactions. A business permit from the local
government must be secured.

Q. What is the remedy if an OPC application has been denied?

A. You should file a Letter of Appeal before the SEC.

Resources:

https://kittelsoncarpo.com/how-to-register-an-opc-in-the-philippines/
https://philippinesbusinessregistration.com/company-registration/one-person-corporation/

https://voffice.com.ph/domestic-corporation/one-person-company.php

https://djkabusinessservices.com/2022/06/09/guidelines-on-the-registration-of-a-one-
person-corporation/

https://www.sec.gov.ph/wp-content/uploads/2019/11/2019Legislation_RA-11232-
REVISED-CORPORATION-CODE-2019.pdf