In a dynamic business landscape, the Philippines introduced the One-Person Corporation (OPC) structure, a groundbreaking legal framework that empowers solo entrepreneurs to establish and operate a corporation with ease. This blog post provides valuable insights into the OPC and outlines the step-by-step process of registering it with the Securities and Exchange Commission (SEC).
Understanding the One-Person Corporation (OPC)
The OPC is a business structure tailored for individuals who want the benefits of a corporate entity while being the sole shareholder and director. This innovation, introduced through the Revised Corporation Code (Republic Act No. 11232), simplifies the process of setting up and managing a corporation, making it more accessible to solo entrepreneurs.
Key Features of the One-Person Corporation:
- Single Shareholder: An OPC can be established and operated by a single natural person or a single juridical entity.
- Limited Liability: Similar to traditional corporations, the liability of the shareholder is limited to the capital invested in the corporation.
- Perpetual Existence: The OPC enjoys perpetual succession, ensuring continuity regardless of changes in ownership.
- Less Stringent Corporate Formalities: OPCs have fewer corporate governance requirements compared to larger corporations, streamlining administrative processes.
Registering a One-Person Corporation with the SEC:
Step 1: Name Reservation
Choose a unique and available corporate name for your OPC. Submit the proposed name to the SEC for reservation. Once approved, the name is reserved for 30 days.
Step 2: Prepare Articles of Incorporation (AOI)
Draft the AOI, which includes essential details such as the corporate name, principal office address, primary purpose, term of existence, and the name and details of the incorporator/s. In the case of an OPC, the incorporator is the sole shareholder.
Step 3: Minimum Capitalization
Determine the minimum capitalization required for the chosen primary purpose. For an OPC, the minimum authorized capital stock is PHP 1.
Step 4: Notarize AOI
Have the AOI notarized by a notary public.
Step 5: Submission to the SEC
Submit the notarized AOI, together with the required documents and registration fees, to the SEC. The documents include the Treasurer’s Affidavit indicating the amount of paid-up capital, proof of deposit of the paid-up capital in a bank, and a statement of willingness to allow the SEC to verify the bank deposit.
Step 6: Issuance of Certificate of Incorporation
Upon approval, the SEC issues the Certificate of Incorporation, signifying the official registration of the OPC.
Step 7: Post-Incorporation Requirements
After incorporation, fulfill post-incorporation requirements such as the preparation of By-Laws, appointment of officers, and obtaining necessary business permits from local government units.
How Apsay Law Can Help?
Apsay Law is your dedicated partner in the establishment of a One-Person Corporation. Our services include:
- Name Reservation: We assist in choosing a suitable and available name for your OPC.
- Document Preparation: Apsay Law ensures the accurate preparation and notarization of all required documents, including the Articles of Incorporation.
- Submission Assistance: We handle the submission of documents to SEC, ensuring a smooth and efficient process.
- Legal Guidance: Apsay Law provides legal counsel throughout the registration process, addressing any queries or concerns.
Conclusion
The One-Person Corporation presents a remarkable opportunity for solo entrepreneurs to formalize their business endeavors with the benefits of limited liability and corporate structure. By following the streamlined registration process with the SEC, individuals can embark on their entrepreneurial journey with the legal backing and advantages afforded by the OPC framework.
Registering a One-Person Corporation is a strategic move for those seeking a balance between individual enterprise and corporate benefits. It is a testament to the Philippines’ commitment to fostering a diverse and inclusive business environment.