Philippines One Person Corporation (OPC)
Remote Formation Service

One Person Corporation (OPC) is a limited liability and private business entity of the domestic Philippines, it is also known as a Philippines one person company for foreigners. Unlike any other business entities of the Philippines, it has an unique limitation: it compulsorily allows only one single stockholder. Thus an OPC’s stockholder is also the sole director and president of the OPC.

OPC is a new type of the Phillippines’s business entity which has come into effect since May 2019 under the provision of the Revised Corporation Code (officially, the Republic Act 11232). This single-person arrangement emphasises that the controllability and ownership of an OPC falls into the hand of a single owner who is shielded from unlimited personal liability of his business’s debt and responsibility.

Furthermore, foreigners also see the Philippines OPC as an offshore corporate vehicle or a stepping stone to enter markets in the Philippines because of its ease of incorporation and possibility of wholly-foreign ownership (applicable to non-restricted business activities).

OPC is a separate legal entity from its stockholder. The owner of OPC will not bear personal liabilities incurred from the OPC, his liability is limited to his investment into the OPC. Moreover, the OPC is a single-person corporation, it is immune to the risk of wrongdoings and disputes due to other stockholders.

OPC is a corporate body. The sole stockholder can transfer the entire OPC including the business operation and assets to another newly appointed stockholder when he wants to quite his business, avoiding the termination of the business.

An OPC can authorized any amount of stock and its stockholder can pay to own any amount of the OPC’s authorized stock as his paid-up stock capital. However, if an OPC is taking part in the restricted business activities, minimum amount of stockholder’s paid-up stock capital applies.

Although OPC is one of the domestic Philippines entities, the incomes of OPC that are sourced outside the territory of the Philippines are not subject to corporate income tax of the Philippines (currently, the tax rate is 30% flat).

For foreign OPC owners, the payment received from their OPC may be taxable. e.g. the benefit of taking a role there may be subject to the Philippines Personal Income Tax, and the dividend payments to the OPC owners may be subject to the Capital Gains Tax. However, various tax exemptions are applicable to foreigners. Please consult us for details.

Local and foreign natural persons above the legal age (which is 21 year-old in the Philippines) can be the single stockholder (also known as incorporator) of an OPC.  However, certain scopes of investment in the Philippines does not allow any foreign investment or allows partial foreign investment.

In addition to natural person stockholder, a trust or an estate can also be an incorporator of an OPC. However, neither a trust nor an estate is a legal entity to incorporate an OPC. The OPC requires a natural person who is exercising fiduciary duties of the trust or the estate to act as the single stockholder of the OPC, then the person expresses that he holds the shares in the OPC as trustee for the benefit of an identified beneficiary or beneficiaries or as fiduciary of an identified estate beneficiary in the Articles of Incorporation.

The following business activities and business nature are prohibited in any OPC:

• Banks, financial institutions and quasi-banks
• Insurance companies
• Non-chartered government-owned and/or controlled corporations
• Public company and listed company
• Public professionals if they are going to use the OPC to exercise their professions

Stockholder, Director and President (One Member):

Under an OPC, these 3 roles must be taken by the same person who will hold all ownership and management of the OPC.

Company Secretary (One Member):

It is a compulsory position to cater the compliance requirement of your OPC. The sole stockholder is stricted from take this position. The OPC must appoint a citizen and resident of the Philippines to take this position, regardless of the OPC’s business.

This position will be covered by AsiaBC’s Philippine OPC Formation Service.

Treasurer (One Member):

It is a compulsory position to cater the accounting and taxation matters of your OPC, you can appoint either a local, a foreigner, or yourself  to take this role. However, if the OPC will take part in foregin-restricted business, the treasurer must be a resident in the Philippines.

Surety Bond (Optional):

If the sole stockholder appoint himself as the treasurer of the OPC, we call this person a self-appointed treasurer. During his office, the self-appointed treasurer is obligated by the law to post a surety bond in an authorized Philippine’s bank, the bond size is computed based on the authorized capital stock of the OPC accordingly:

The bond is renewable for every 2 years. The bond is a perpetual requirement for any self-appointed treasurer so long as the appointment of being a self-appointed treasurer ends.

Office Address:

It is the registered office address of the OPC, it must be a physical address in the Philippines.

This address will be covered by AsiaBC’s Philippine OPC Formation Service.

Nominee (One Persons) & Alternate Nominee (One Person):

The sole stockholder needs to nominate 2 persons, who are the nominee and the alternate nominee, to take over your position in case the sole stockholder is no longer capacitated to manage the OPC. The take-over action is reversible, so original stockholder can resume the power when his capacity is resumed.

• Articles of Incorporation (AOI)
• Written Consent from the Nominee and Alternate Nominee
• Passport copy of the foreign single stockholder (and the foreign treasurer) who not having a Tax Identification Number (TIN) of the Philippines
• Foreign Investments Act (FIA) Application Form (applicable for foreign natural persons of the proposed OPC) OR, proof of authority to act on behalf of the trust or estate if the single stockholder is either a trustee, administor, executor, guardian, conservator, or custodian of the trust or the estate.

The handling of the cover sheet, AOI and other official required application forms mentioned above will be covered by AsiaBC’s Philippines OPC Formation Service.

Step 1 – Planning:

• 3 proposed company names in English
• Names of the proposed officers and nominees
• Proposed authorized capital stock and paid-up capital stock
• Proposed business nature

Step 2 – Pre-checking:

• Submit your required documents to us for pre-processing

Step 3 – Payment:

• Pay the service fee based on AsiaBC’s quotation and invoice

Step 4 – Application:

• Filling the application in the Philippine

Step 5 – Completion:

• The new OPC’s Certificate of Registration is ready!

AsiaBC’s Philippines OPC Formation Service is an one-stop service aiming to provide a hassle-free experience for our clients with a competitive price. Kindly contact us for an consultation to obtain a quotation. For reference, the quotation will provide a lumsum offer with the following items to fit the need of the majority of our clients:

• The government fees: OPC name reserve fee, FIA application fee, stamp duty, Articles of Incorporation and OPC incorporation fee
• Appointment fee: local company secretary fee and local virtual office address
• Incorporation handling fee: forms filling, forms submission, and collection
• Surety bond fee – for self-appointed treasurer only
• Document certification / notarization fee
• Document delivery fees: 2 shipment trips between Hong Kong and Philippine

Since the Philippines Securities and Exchange Commission (SEC) does not allow online remote submission, the submission will be handled physically at the Philippines office after every complete forms and validated required documents arrived in the Philippines. The SEC official lead time is around 15 working days.

Reference: Guidelines On The Establishment Of A One Person Corporation (OPC) by the Philippines Securities and Exchange Commission (Memorandum Circular No. 7. Series of 2019)