One Person Corporation (OPC) is a concept created under single stockholder was introduced by Republic Act No. 11232, otherwise known as the Revised Corporation Code of the Philippines, which took effect on February 23, 2019.

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The law defines OPC as a corporation with a single stockholder: Provided, that only natural person, trust or an estate may form the OPC. OPC is a corporation with a single stockholder, who can only be a natural person, trust or estate. The incorporator of an OPC being a natural person must be of legal age.

The following may not incorporate as OPC:

  1. Banks and quasi-banks,
  2. preneed,
  3. trust,
  4. insurance,
  5. public and publicly-listed companies, and
  6. Non-chartered government-owned and controlled corporations

Further, a natural person who is licensed to exercise a profession may not organize as OPC for the purpose of exercising such profession except as otherwise provided under special laws.

Section 10 of RA 11232 removed the minimum number of incorporators that may organize a corporation.

In general, OPC is not required to have a minimum authorized capital stock. This is subject to certain exceptions under the special law.

The OPC shall also file Articles of Incorporation in accordance with the requirements of Section 14 of the Revised Corporation Code. However, it is not required to submit and file corporate bylaws. (Sec. 117)

The OPC shall indicate the letters “OPC” either below or at the end of its corporate name. Within fifteen (15) days from the issuance of its certificate of incorporation, the OPC shall appoint a treasurer, corporate secretary, and other officers as it may deem necessary, and notify the SEC about said appointments within five (5) days.

The single stockholder may not be appointed as the corporate secretary. A single stockholder who is likewise the self-appointed treasurer of the corporation shall give a bond to the SEC in such sum as may be required. He shall undertake in writing to faithfully administer the OPC’s funds to be received as treasurer, and to disburse and invest the same according to the articles of incorporation as approved by the SEC. The bond should be renewed every two (2) years or as often as may be required.

The SEC is in the process of finalizing the guidelines on the establishment of OPC.

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