Register one person corporation in the Philippines
A one-person corporation (OPC) is a type of company in the Philippines with only one shareholder. One person corporations are limited liability companies.
Registering a One Person Corporation in the Philippines
Foreigners may establish an OPC in the Philippines as long as the business is in an industry that allows full foreign ownership.
Any of the following can be the single shareholder of a one person corporation:
- Natural person
If the incorporator is a natural person, he or she must be of legal age and cannot be a licensed professional (i.e. a lawyer or accountant).
The term of existence for an OPC is indefinite or as defined in its Articles of Association. However, if the single shareholder is a trust or estate, the existence of the OPC is co-terminus with the shareholding trust or estate.
The incorporation process for OPCs in the Philippines involves submitting and securing documents from different government agencies.
Emerhub will take care of obtaining the following documents:
- Certificate of Registration with the Securities and Exchange Commission
- Mayor’s permit from the relevant local government
- Certificate of Registration with the Bureau of Internal Revenue
As part of the incorporation process, we will also register your employees with the Social Security System, the national health insurance system, and the Home Development Fund.
Emerhub is able to complete the entire incorporation process within 4 to 6 weeks.
Requirements for OPC
Restrictions for One Person Corporations
Banks, financial institutions, and other financial entities cannot be OPCs. The same applies to insurance companies, public and publicly listed companies, as well as government-owned and -controlled corporations.
Minimum Capital Requirement
The minimum capital requirement for an OPC owned by a foreign national is USD 200,000. However, the minimum capital requirement can be USD 100,000 if the OPC employs 50 Filipino citizens or uses advanced technology. If the OPC exports at least 70% of its products, the minimum capital requirement is PHP 5,000 (approx. USD 100).
Nominees of an OPC
When setting up your OPC, you must also designate a nominee and alternate nominee who will manage the OPC in the event of death or incapacity.
You must indicate the nominees in the Articles of Incorporation. The written consent of your nominees is also necessary for the application for incorporation. You can change the nominees at any time.
Corporate Officers for OPC
Within 15 days from establishing your OPC, you must appoint corporate officers. A corporation must have a president, corporate secretary, and treasurer. Per the regulations set by the SEC, Emerhub will notify the SEC of the appointment of officers within the mandated time frame.
The president serves as the company’s signatory. A foreigner may hold this position. As the OPC’s single shareholder, you will be the company’s director and president.
The corporate secretary is in charge of administrative and informative work. The secretary is also responsible for the safekeeping and preservation of records, documents, and minutes of all meetings. The corporate secretary must be a Filipino citizen.
The treasurer is responsible for the business’ financial affairs including annual statements, financial reports, and funds among others. The treasurer does not have to be a Filipino citizen but must be a resident of the Philippines.
If you are a resident of the Philippines, you may also be your OPC’s treasurer. However, in cases such as this, you will have to post a surety bond, based on the OPC’s authorized capital stock.
The bond is subject to renewal every two years and is continuous for as long as you are the treasurer of the OPC.