SEC to start accepting applications for one-person companies

The Securities and Exchange Commission (SEC) announced that it will start accepting applications for the registration of corporations with a single stockholder on May 6.

This comes after the Commission En Banc approved the Guidelines on the Establishment of a One Person Corporation (OPC).

Under the Guidelines, a natural person, trust or estate may form an OPC. The SEC noted that the term “trust” does not refer to a trust entity, but to the subject being managed by a trustee.

The incorporator must be a natural person of legal age. If the single stockholder is a trustee, administrator, executor, guardian, conservator, custodian or any other person exercising fiduciary duties, proof of authority to act on behalf of the trust or estate must be submitted at the time of incorporation.

A foreign natural person may put up an OPC, subject to the applicable constitutional and statutory restrictions on foreign participation in certain investment areas or activities.

Meanwhile, banks, non-bank financial institutions, quasi-banks, preneed, trust and insurance companies, public and publicly listed companies, and nonchartered government-owned and/or -controlled corporations cannot incorporate as OPC.

In addition, a natural person, who is licensed to exercise a profession, may not organize as an OPC for the purpose of exercising such profession unless provided under special laws.

“The concept of a one person corporation, along with the other provisions of the Revised Corporation Code of the Philippines, makes doing business in the country easier,” SEC Chairperson Emilio B. Aquino said.

He noted that, “an OPC offers the agility and complete dominion of a sole proprietorship and the limited liability of a corporation. We encourage everyone to take advantage of this provision to pursue their entrepreneurial aspirations.”

Initially, applications shall be filed manually with the SEC Company Registration and Monitoring Department (CRMD) at the ground floor of Secretariat Building in Philippine International Convention Center in Pasay City.

Applications must include a cover sheet, the articles of incorporation of the prospective OPC, and the written consent of the single stockholder’s nominee and alternate nominee.

If applicable, an applicant must also submit proof of authority to act on behalf of a trust or estate incorporating as an OPC, and an application to do business under the Foreign Investments Act (FIA) if the single stockholder is a foreign natural person, among others.