Republic Act No.

11232, otherwise known as the Revised Corporation Code of the

Philippines (RCC), introduced several innovations committed to improve the ease of doing
business in the country. One of the most prominent inclusions in the RCC is the concept
of a One-Person Corporation (OPC), or a corporation with a single stockholder. This Primer
outlines the basic information in establishing an OPC.

• What is a One-Person Corporation?

A One-Person Corporation (OPC) is a corporation with a single stockholder, who can only
be a natural person (who must be of legal age), trust or estate. As an incorporator, the
“trust” does not refer to a trust entity but rather pertains to the subject being managed
by a trustee.

• In case of trust or estate as incorporator, is there a need to submit proof of

authority?

Yes. Proof of authority to act on behalf of the trust or estate must be submitted at the
time of incorporation.

• Who are not allowed to form OPC?

The following are not allowed to incorporate or organize as OPCs:

1. Banks, non-bank financial institutions, quasi-banks;

2. Pre-need, trust, insurance companies;
3. Public and publicly-listed companies;
4. Non-chartered government-owned-and-controlled corporations (GOCCs);
and
5. A natural person who is licensed to exercise a profession, except as
otherwise provided under special laws.

• May a foreign national form an OPC?

Yes. A foreign natural person may establish an OPC, subject to the applicable capital
requirement and constitutional and statutory restrictions on foreign equity in certain
investment areas or activities.

• What is the term of existence of the OPC?

The term of existence of the OPC shall be perpetual. However, in case of the trust or
estate, its term of existence shall be co-terminous with the existence of the trust or
estate.

• What should the corporate name of an OPC include?

Yes. The suffix “OPC” should be indicated by the one-person corporation either below or
at the end of its corporate name.

• Is the OPC required to have a minimum authorized capital stock?

No. The OPC is not required to have a minimum authorized capital stock, except as
otherwise provided by special law. Further, unless otherwise required by applicable laws
or regulations, no portion of the authorized capital is required to be paid-up at the time
of incorporation.

• Who serves as the director and officers of the OPC?

The single stockholder shall be the sole director and president of the OPC. He can be the
Corporate Treasurer but not as the Corporate Secretary.

• Who replaces the single stockholder in case of his death and/or incapacity?

In the event of his death or incapacity, the single stockholder may be replaced by the
designated nominee or by an alternate nominee. The single stockholder is required to
designate a nominee and an alternate nominee named in the Articles of Incorporation
who shall replace the single stockholder in the event of the latter’s death and/or
incapacity. The written consent of both the nominee and alternate nominee shall be
attached to the application for incorporation.

• Is the OPC required to submit and file the By-Laws together with the Articles
of Incorporation?

No. Only the Articles of Incorporation (AOI) is needed, which includes the following
information:

• Primary purpose;
• Principal office address;
• Term of existence;
• Names and details of the single stockholder;
• Nominee and alternate nominee;
• The authorized, subscribed and paid-up capital; and
• Such other matters consistent with law and which may be deemed
necessary and convenient.

• What is the procedure concerning the appointment of officers of the OPC?

1. Within fifteen (15) days from the issuance of its Certificate of Incorporation, the
OPC shall appoint a Treasurer, Corporate Secretary, and other officers;

2. Within five (5) days from appointment, the OPC shall notify the Securities and
Exchange Commission (SEC) using the Appointment Form as may be prescribed
by the SEC.

• If the single stockholder assumes the position of the Treasurer, is he required

to post a surety bond?

Yes. The single stockholder who assumes the position of the Treasurer shall post a surety
bond to be computed based on the authorized capital stock (ACS) of the OPC. If another
person other than the single stockholder is appointed as treasurer, there is no bond
requirement.

Reference:

https://zglaw.com/2019/09/23/primer-on-one-person-corporations-in-the-
philippines/#:~:text=A%20One%2DPerson%20Corporation%20(OPC)%20is%20a%20corporation
%20with,being%20managed%20by%20a%20trustee.

Introduction of OPC as a type of corporation

Secs. 115 to 132 – corporation with a single stockholder; stock
corporation; cannot be a non-stock corporation;
• Who may form – only natural persons, trust, or an estate may
form an OPC; banks; quasi-banks, preneed, trust, insurance, public
and publicly-listed companies, and non-chartered GOCCs may NOT
incorporate an OPC; professionals wanting to exercise their
profession cannot form an OPC; foreigners and non-residents may
form an OPC.
• How much capital – no minimum authorized capital stock except
as otherwise required by special law; open to foreigners but need
to comply with FIA requirement of US$200,000 for domestic
market enterprise.
• What should be filed – AOI; no need for By-laws; name should
indicate “OPC” either below or at the end of the corporate name.
• Who constitute the OPC –
• the single stockholder shall be the sole director and president of
the OPC;
• within 15 days from issuance of certificate of incorporation, the
OPC shall appoint a treasurer, corporate secretary, and other
officers as necessary, and SEC is notified of appointments within 5
days;
• single stockholder cannot be corporate secretary;
• but can be treasurer, provided, he posts a bond to the SEC in a sum
required by SEC, with a written undertaking to faithfully
administer the OPC’s funds, and to invest and disburse the same
according to the AOI; bond is renewed every 2 years or as often
required by SEC;
• nominee and alternate nominee stockholders are required to be
designated who shall take the place of the single stockholder as
director and manage the corporation’s affairs in the event of
death of the single stockholder. Written consent of the nominee or
alternate nominee is attached to the application for
incorporation; consent may be withdrawn in writing before death
 or incapacity of the single stockholder; may be changed at any
time.
• Corporate secretary has special functions to maintain minutes and
notify in case of death of single stockholder.
• Reports to be filed by OPC – AFS; disclosure of self-dealings and
related party transactions; others required; failure to file for 3
consecutive times or intermittently within a period of 5 years will
result in delinquent status.
• Liability of OPC – Sole shareholder has burden of proving that
the OPC was adequately financed; and that the property of the OPC
is independent of the stockholder’s personal property – otherwise,
the sole shareholder shall be jointly and severally liable for the
debts and other liabilities of the OPC. Principle of piercing the veil
of corporate fiction applies.
• Conversion from an Ordinary Corporation to an OPC – when a
single stockholder acquires all the stocks of an ordinary stock
corporation, he may apply for conversion into an OPC; thus, a
certificate of filing of amended articles of incorporation is issued
by the SEC to reflect the conversion. OPC becomes legally
responsible for the latter’s outstanding liabilities as of the date of
conversion.
• Conversion from an OPC to an Ordinary Stock Corporation
– may also be applied for and granted through an amendment of
the AOI.
• Effect of death of single shareholder – the nominee or alternate
nominee transfers the shares to the duly designated legal heir or
estate within 7 days from receipt of either an Affidavit of heirship
or self-adjudication executed by the sole heir; then the heirs shall
notify the SEC of the decision to either wind up and dissolve the
OPC or to convert into an ordinary stock corporation.

Reference: https://www.fnslaw.com.ph/highlights-of-the-revised-corporation-code-part-i/