The introduction of the One-Person Corporation (OPC) under the Revised Corporation Code of the Philippines (RA 11232) has made it easier for solo entrepreneurs to establish a corporate entity. Unlike traditional corporations that require at least five incorporators, an OPC allows a single stockholder to enjoy the benefits of limited liability while having full control over the business. This blog provides a step-by-step guide on how to register an OPC in the Philippines.
Step 1: Check Eligibility for an OPC
Before proceeding with the registration, ensure that you meet the following requirements:
The single stockholder must be a natural person, trust, or estate.
Foreign individuals or entities may register an OPC, subject to foreign ownership restrictions under the Foreign Investment Negative List (FINL).
Banks, financial institutions, insurance companies, and other entities regulated by Bangko Sentral ng Pilipinas (BSP) and Insurance Commission (IC) are not allowed to register as an OPC.
Step 2: Reserve and Register the Business Name
Use the SEC Name Reservation System to verify and reserve the OPC’s proposed corporate name.
The name must include the suffix “OPC” to indicate its structure (e.g., ABC Trading OPC).
Step 3: Prepare the Required Documents
An OPC requires fewer documents compared to traditional corporations. Prepare the following:
Articles of Incorporation for OPC – This document contains the business purpose, capital structure, and other corporate details.
Written Consent of the Nominee and Alternate Nominee – A nominee is required in case the single stockholder becomes incapacitated or passes away.
Cover Sheet – The standard SEC form summarizing corporate details.
By-Laws (Optional) – While an OPC is not required to submit by-laws, it may opt to create one for internal governance.
Step 4: Submit the Documents to the SEC
Submit the completed documents online via the SEC’s Electronic Simplified Processing of Application for Registration of Company (eSPARC).
Pay the required registration fees based on the authorized capital stock.
Wait for SEC’s approval and issuance of the Certificate of Incorporation.
Step 5: Secure Other Business Permits
Once registered with the Securities and Exchange Commission (SEC), obtain the following:
Barangay Clearance – Secure this from the barangay where the business will operate.
Mayor’s/Business Permit – Apply at the City or Municipal Hall where the business is located.
Bureau of Internal Revenue (BIR) Registration – Register with the Revenue District Office (RDO) to obtain a Taxpayer Identification Number (TIN) and Certificate of Registration (BIR Form 2303).
Books of Accounts and Official Receipts – Register the business’s books of accounts and have official receipts/invoices printed by a BIR-accredited printer.
Social Security System (SSS), PhilHealth, and Pag-IBIG – Register if hiring employees.
Step 6: Comply with Post-Registration Requirements
After securing all necessary permits, an OPC must:
File Annual Financial Statements with the SEC.
Maintain Corporate Records, including books of accounts and meeting minutes.
Renew business permits annually.
Advantages of an OPC
Limited Liability Protection – The single stockholder’s personal assets are protected from business liabilities.
Full Control – Unlike partnerships or corporations with multiple incorporators, an OPC allows one person to make all business decisions.
Easier Compliance – An OPC is exempt from board meetings and by-law requirements, reducing administrative burdens.
Conclusion
Registering a One-Person Corporation (OPC) in the Philippines offers entrepreneurs an opportunity to enjoy the benefits of corporate protection while maintaining full control of their business. By following the proper legal procedures and complying with regulatory requirements, business owners can efficiently establish and operate an OPC. If you need legal assistance in setting up an OPC, consulting a corporate lawyer can help ensure compliance with Philippine laws.
Navigating the business landscape in the Philippines can be both rewarding and intricate. Whether you’re embarking on a new venture or scaling up, ensuring that your corporate endeavors are in line with local regulations is paramount.
At CBOS Business Solutions Inc., we pride ourselves on simplifying these processes for our clients. As a seasoned professional services company, we offer comprehensive assistance with SEC Registration, Visa processing, and a myriad of other essential business requirements. Our team of experts is dedicated to ensuring that your business is compliant, well-established, and ready to thrive in the Philippine market.
Why venture into the complexities of business registration and compliance alone? Allow our team to guide you every step of the way. After all, your success is our commitment.
Get in touch today and let us be your partner in achieving your business goals in the Philippines.
Email Address: gerald.bernardo@cbos.com.ph
Mobile No.: +639270032851
You can also click this link to schedule a meeting.
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