How to Register One Person Corporation in Philippines

By: Marie Joy B. Crebillo

Among the efforts of Philippine government to attract more investors to invest in the Philippines is the passage of the Revised Corporation Code (Republic Act No. 11232) to ease the process of doing business in Philippines. One of the highlights of the Revised Corporation Code of the Philippines was creation of a legal entity in Philippines, corporation with a single stockholder or also known as the One Person Corporation (OPC) provided under Title III, Chapter III of the Revised Corporation Code Philippines and implemented by SEC Memorandum Circular No. 7 series of 2019. To learn more about the OPC in Philippines, you may read our other article on Features of OPC in Philippines.

When OPC registration started, our team has already processed and secured an approval for one of our clients under manual processing. Good thing now because SEC has already provided for an online platform for OPC registration in Philippines along with that of regular corporation with less than five incorporations. In this post, let us share you matters related to how to register a One Person Corporation in Philippines.

I. Basic information needed for OPC registration

To facilitate your registration of OPC in Philippines, I would suggest you prepare ahead the following:

• At least three proposed names with OPC at the end of name or suffix as required
• Purpose/s that OPC will engage or do business in Philippines
• Principal office address where OPC will operate in Philippines which could be a virtual office or shared office, if not decided yet on physical office address
• Personal details (name, exact address, TIN, etc.) of single stockholder, nominees, Treasurer, and other officers of OPC
• Capitalization details – maximum number of shares, par value, subscribed amount, and paid-up. No minimum capitalization is required, unless special laws or rules would require specific amount.
• Accounting year-end preference – calendar year ending December 31 or fiscal year ending on any other date than December 31

II. Documentary requirements for OPC Registration

Based on the above information needed for OPC registration in Philippines, you are now ready to prepare the documentary requirements for OPC registration in Philippines. Notably, SEC has provided pro-forma documentary requirements for OPC registration in Philippines as follows that you can browse ahead for familiarity:

• Articles of Incorporation (Natural Person or Trust/ Estate)
• Acceptance Letter of Nominees
• Notice to Change Name

Bylaws required for regular corporations are no longer required for OPC registration in Philippines. Those are just samples and you can make some necessary revisions on some other aspects but see to it that you do not go beyond allowed wordings. Seek assistance of preferred consultant, if needed, to ensure that your revisions are in order and acceptable with SEC.

Having familiarized those documentary requirements for OPC registration, you can now proceed to fill-out the SEC online platform for OPC registration in Philippines. It may take a while and may require some patience at times. Once done, you can print those forms and execute by affixing signatures on printed ones along with notarization if signed in Philippines or if signed abroad, consularization with nearest Philippine Embassy/ Consular Office or alternatively, have it apostilled.

III. Bank account for OPC Registration

Based on the executed documents, the duly appointed treasurer for OPC registration may prefer to open a treasurer-in-trust for OPC (TITF) account with a preferred bank for the paid-up capitalization. This may be dispensed with for local registrants and they may prefer to open a regular bank account after approval of OPC registration in Philippines. However, this could be mandated for foreign investors registering OPC in Philippines to show proof of compliance with minimum paid-up capitalization. Wire transfer or inward remittance of foreign direct investment or paid-up capitalization could be made thereafter and once credited to the TITF account, securing Certificates (Bank Deposit and Inward Remittances – for SEC and for BSP) from the bank follows. This could be required to be uploaded to the online platform for OPC registration in Philippines as part of the documents for OPC registration.

Upon SEC approval of OPC registration in Philippines, you can now proceed with the regularization of the account into a preferred bank account for operational purposes – checking account or savings account under peso or foreign currency, and later you can have an online banking.

IV. SEC Evaluation and approval of OPC Registration

From your online OPC application, it may take a while for SEC to evaluate your application for OPC registration in Philippines. Comments will be sent via mail that would require further compliance such as uploading of documentary requirements for OPC registration or clarification. Upon finding that the online application for OPC is in order, it will issue a Payment Assessment Form that you need to pay in SEC allowed payment platforms and uploading proof of payment. Shortly thereafter, SEC will notify you of its approval and securing the original copy of duly approved online application for OPC registration in Philippines. SEC approval of OPC registration in Philippines marks the legal entity of the OPC that you can use for preliminary corporate transactions like hiring employees, entering lease contracts, and other corporate acts.

V. Business Permit of OPC Philippines

SEC approved Certificate of Incorporation of OPC in Philippines would then be used for registration of OPC with business permit with the local government (city or municipality) of location. Without a business permit, your operation will be tagged as illegal in Philippines so this is a must. Forms and requirements for securing business permit of OPC in Philippines would vary for each local government along with license and other fees so I suggest you closely deal with the local government of location. At end process, you should secure an occupancy permit and a business permit for your OPC in Philippines. 

VI. Tax Authority & Employee Welfare Registrations of OPC Philippines

With the business permit of your OPC in Philippines, you may now proceed to the tax authority (Bureau of Internal Revenue) for the tax identification number (TIN), books of accounts, and invoicing. You will need to fill out BIR forms registrations, pay registration fee and documentary stamp tax on OPC capitalization along with the lease contract, if any, and for printing of documents for invoicing.

Simultaneously, you may proceed with further with employee welfare registrations of your OPC in Philippines – Social Security System (SSS), Philippine Health Insurance System (PHIC), and Home Development Mutual Fund (HDMF). To register, you need to have at least one (1) employee number for SSS, PHIC, HDMF that you need to indicate in those forms.

VII. Other Government Agency Registrations of OPC Philippines

The above constitutes the basic government agencies for OPC registration in Philippines but at times, other agencies could be involved depending on intended operations of your OPC in Philippines and you may have to register further such as Import/Export license with Bureau of Customs (BOC) for trading or wholesaling of imported goods, product registration with Food and Drugs Administration (FDA), and securing secondary license for some businesses like lending companies. For your foreign investment in paid-up capitalization of OPC in Philippines, you may opt to undergo registration of foreign direct (FDI) with Bangko Sentral ng Pilipinas (BSP) for future reference in sourcing foreign currencies from banks for repatriation of capital and profits from your OPC in the Philippines.

VIII. OPC Registration timelines and related costs/ expenses to register in Philippines

Timelines and costs, I would say, are variables. At times government agencies would have processing timelines that you could refer but as issues arise, they adjust accordingly. Costs at time could depend on the amount of capitalization of your OPC in Philippines as SEC and other fees are based on capitalization for initial registration. At any rate, we could estimate a processing timeline 30 to 40 working days to process your OPC registration in Philippines and basic registration costs and expenses for government fees, taxes, and related expenses of US$500.00 to US$1,000.00 for OPC with capitalization of not more than US$20,000.00 (PhP1M equivalent, more or less). If you would prefer professional assistance, professional fees for OPC registration in Philippines would likewise vary among professional firms and entities engaged in business set-up in Philippines.

Summary

The above provides the basics of OPC registration in the Philippines that could serve as a guide in developing basic understanding that could prove useful in dealing with OPC registration in the Philippines.

About the author:

Marie Joy B. Crebillo is a member of the para-legal team of Tax and Accounting Center, Inc. dealing with company set-up in the Philippines for local and foreign clientele and registrations with other government agencies (SEC, BIR, PEZA, etc) along with corporate works related to corporate secretarial and resident agent functions. She is also the Team Lead of the Government Processing Team at G. Pagaspaspas Partner’s & Co. CPAs (a full service arm accounting firm based in Makati City, Metro Manila, Philippines).

Disclaimer: This is for purposes of academic discussions only as personally summarized by the author, not of Tax and Accounting Center, Inc. and is not a substitute for an expert opinion. Please consult your preferred tax and/or legal consultant for the specific details applicable to your circumstances.