Forming a One Person Corporation under the Revised Corporation Code (RCC)

To encourage more entrepreneurs in the Philippines and to support micro, small, and medium enterprises (MSMEs),^[1]the RCC allows for the organization of a One Person Corporation (OPC), or a corporation with a single stockholder, by a natural person, trust, or estate. Natural persons who are licensed professionals; banks, quasi-banks, preneed, trust, insurance, public and publicly-listed companies; and non-chartered GOCCs may not incorporate as OPC, unless provided under special laws.

The special features of forming an OPC include:

• There is no minimum authorized capital stock required, unless otherwise provided by special law;
• The name of the corporation will include the suffix “OPC”;
• There are no by-laws required;
• The single stockholder shall be the sole Director and President of the corporation;
• The single stockholder may be a self-appointed Treasurer;
• Instead of regular or special meetings, only written resolutions by the single stockholder are required;
• There is no requirement for a Board of Directors;
• There is limited liability, unlike in sole proprietorship;
• The single stockholder is required to designate a nominee and an alternate nominee in case of the temporary or permanent incapacity or death of the single stockholder.

An ordinary corporation may convert into an OPC by submitting an application and Amended Articles of Incorporation to the SEC. The OPC will then be legally responsible for the ordinary corporation’s liabilities and obligations as of the date of the approval of the conversion by the SEC.

To know more about OPCs, refer to Sections 115-132 of the RCC.

Click here to read the full text of Memorandum Circular No. 27, s. 2020 providing for the guidelines for the conversion of ordinary stock corporation to OPC and vice versa.