With the enactment of Republic Act No. 11232, otherwise known as the “Revised Corporation Code of the Philippines”, a single stockholder may form a One Person Corporation (“OPC”).
1) Who may form an OPC?
Only a natural person, trust, or an estate may form an OPC.
2) Who cannot form an OPC?
- Banks and quasi-banks
- Preneed companies
- Trust companies
- Insurance companies
- Public and publicly-listed companies
- Non-chartered government-owned and -controlled corporations
- A natural person who is licensed to exercise a profession (for the purpose of exercising such profession) except as otherwise provided under special law
3) What is the minimum authorized capital stock?
- No mininum requirement, except as otherwise provided by special law.
4) What positions may a single stockholder hold in the OPC?
- A single stockholder shall be the sole director and president of the OPC. He/she may likewise be appointed as the treasurer, provided that the treasurer provides a bond computed based on the amount of the authorized capital stock (SEC Memorandum Circular No. 7, Series of 2019).
A single stockholder may not be the corporate secretary.
5) How will the company’s affairs be managed in case of the death or incapacity of a single stockholder?
- The law requires a single stockholder to designate a nominee and an alternate nominee who shall, in the event of the single stockholder’s death or incapacity, take the place of the single stockholder as director and shall manage the corporation’s affairs. The nominee shall act as the director until the legal heirs of the single stockholder have been lawfully determined, and the heirs have designated one of them or have agreed that the estate shall be the single stockholder of the OPC. The alternate nominee shall step in as the director in case of the nominee’s inability, incapacity, death, or refusal to discharge the functions as director and manager of the corporation.
6) May an ordinary corporation be converted into an OPC, and vice-versa?
- Yes, subject to compliance with the application requirements with the Securities and Exchange Commission.
7) I am a foreign national. Am I allowed to form an OPC?
- Yes, subject to the applicable capital requirement and constitutional and statutory restrictions on foreign participation in certain investment areas and activities (SEC Memorandum Circular No. 7, Series of 2019).
8) What are the documentary requirements for an OPC?
- Cover Sheet
- Articles of Incorporation for One Person Corporation
- Written Consent from the Nominee and Alternate Nominee
- Other Requirements, if applicable:
* Proof of Authority to Act on Behalf of the Trust or Estate (for trusts and estates incorporating as OPC)
* Foreign Investments Act (FIA) Application Form (for foreign natural person)
* Affidavit of Undertaking to Change Company Name, in case not incorporated
* in the Articles of Incorporation
* Tax Identification Number (TIN) for Filipino single stockholder
* Tax Identification Number (TIN) or Passport Number for Foreign single stockholder
- Filing Fees. The filing fees include the Registration Fee, Legal Research Fee, Name Reservation Fee, Documentary Stamp Fee, and the FIA Fee (if applicable).
9) How do I proceed with the application?
- Apply for the reservation of the corporate name. To avoid the denial of your request, the OPC name must be distinct and not similar to another reserved or registered corporate name, and must not be contrary to law, public morals, good customs or public policy. “OPC” should be indicated at the end of the corporate name.
- Submit the duly accomplished Articles of Incorporation with attached written consent of the nominee and alternate nominee and other requirements required for registration, for pre-processing.
- Pay the Filing Fees.
- Submit the hard copies of the signed and notarized documents together with the proof of
- payment of filing fees at the SEC-CRMD Receiving Unit.
- The SEC will thereafter issue the Certificate of Registration as One Person Corporation.
10) Can I register the OPC online?
- Yes. On 08 April 2020, the SEC issued a notice providing for an interim Online Registration System for an OPC and corporations with two to four person incorporators. With the Online Registration System, an applicant or his duly authorized representative may input the proposed corporate name together with its trade name/s, if any, and the data to complete its corporate profile. The applicant must provide a valid and existing email account. The SEC User Guide may be accessed here: https://apps004.sec.gov.ph:8001/docs/UserGuide-InterimSystem.pdf
Register your OPC now. If you would like to discuss how we might assist you in accomplishing the requirements, you may schedule an appointment with @The Law Firm of Mallari Fiel Brillante Ronquillo thru firstname.lastname@example.org. Thank you.
ADVISORY: IPOPHL SERVICES IN VIEW OF THE DECLARATION OF A MODIFIED ENHANCED COMMUNITY QUARANTINE OVER THE NATIONAL CAPITAL REGION
The Philippine Intellectual Property Office released the following circulars:
- Memorandum Circular No. 2020-013 dated 15 May 2020, regarding the IPOPHL guidelines on the work-from- home arrangement or such other alternative work arrangements during the MECQ;
- Memorandum Circular No. 2020-013A dated 16 May 2020, regarding the amendments to the extension of deadlines and payments as provided in Item 5 of IPOPHL Memorandum Circular No. 2020-13; and
- Memorandum Circular No. 2020-013B dated 20 May 2020, regarding the amendments to Items 1, 3, 4, 8, 11, and 13 of IPOPHL Memorandum Circular No. 2020-13, in view of the Presidential Proclamation No. 944 dated 19 May 2020 declaring Monday, 25 May 2020, as a regular holiday throughout the country in observance of Eid’l Fitr (Feast of Ramadhan).
Please note the important details of the office guidelines, particularly the use of the online filing system, the resumption of the cashiering and documentary receiving operations, the extension of the period for submission of all papers, pleadings, documents, alphabetical schedule for 28 May 2020 to 02 June 2020, and suspension of hearings until 25 May 2020, among others.
The pertinent portions of the above-mentioned circulars are quoted below, to wit:
- “IPOPHL shall resume limited regular operations at its main office commencing on 26 May 2020.”
- “New and renewal applications for trademarks shall only be filed online through the IPOPHL electronic filing system. Documents related to registered marks as well as pending trademark applications emanating from applicants, registrants, their agents and successors-in-interests, shall be transmitted only through eDocfile.”
- “New applications for patent, utility model, industrial design emanating from or transmitted within the National Capital Region shall be filed online through the IPOPHL electronic filing system except voluminous invention applications. Voluminous applications are those which exceed 250 pages, which may be filed manually or via mail or courier.”
- “Scanned copies of required original documents shall be submitted through the online filing system in lieu of the originals. Parties, however, may be required to submit the original document if questions arise regarding the authenticity or due execution of the scanned copy.”
- “Cashiering operations at the IPOPHL Main Office shall resume on 28 May 2020. It shall be open 8AM-5PM, with cut- off at 4PM, from Mondays to Fridays. The cashier shall accept only payments that cannot be made through IPOPHL’s online payment system, including but not limited to Patent applications and Copyright registrations, replies, services and other requests. Payment can also be done through postal money order.”
- “The operations of IPOPHL’s documentary receiving sections shall resume on 28 May 2020. Documents shall be received from 8AM to 5PM, with cut-off at 4PM, from Mondays to Fridays.”
- The deadlines for submission of papers/replies/documents including payment of fees shall be as follows:
“a. Deadlines falling from 16 March 2020 to 31 March 2020 initially extended until 31 May 2020, are further extended until 30 June 2020;
“b. Deadlines falling from 01 April 2020 to 30 April 2020, initially extended for sixty (60) days, are further extended until 30 June 2020.
“c. Deadlines falling from 01 May 2020 to 30 June 2020 will be extended until 30 July 2020.
“Payment of filing fees including claim of convention priority fee of new applications for patents, utility models, industrial designs and trademarks with or without claim of convention priority date filed through the IPOPHL electronic filing systems during the abovementioned periods shall likewise be due on the extended deadlines aforementioned.”
“The date when the application was filed online shall be deemed the filing date.”
- Transactions for 28 May 2020 to 02 June 2020 shall be accepted only in accordance with the following alphabetical schedule:
|28 May 2020||A-C|
|29 May 2020||D-H|
|01 June 2020||I-O|
|02 JUNE 2020||P-Z|
9. “Scheduled hearings before the IPOPHL shall remain suspended until 25 May 2020. These include mediation hearings unless the parties request for online hearing or conference. Hearings scheduled 26 May 2020 onwards, including online mediation, shall proceed unless otherwise advised. Parties are strongly encouraged to comply with national guidelines on social distancing, the wearing of masks and other personal protective equipment.”
10. “Access to IPOPHL mailboxes shall be allowed starting 26 May 2020.”
You may access the above-mentioned circulars via the IPOPHL website:
Did you know that protecting your intellectual property could increase the value of your business? If you would like to discuss how you might proceed with registering your trademark, copyright, patent, and other intellectual property, you may schedule an appointment with @The Law Firm of Mallari Fiel Brillante Ronquillo thru email@example.com.
With the recent developments pertaining to the rapid spread of the pandemic Corona Virus Disease (COVID) – 2019, the Law Firm of Mallari Fiel Brillante Ronquillo optimistically hopes and prays for everyone’s safety and well-being during this arduous time. We encourage everyone to remain calm and be wary of unverified news postings.
Please be guided accordingly.
Nakikiisa ang MFBR Law Firm laban sa paglaganap ng COVID-19 sa buong Pilipinas.
The attorneys and staff of MFBR would like to thank all those who came to celebrate our 10th Anniversary with us recently. It was a pleasure to see so many friends of the firm, and we particularly appreciate the effort everyone made in braving the Friday night traffic to be with us. Thank you all, and here’s to the next 10 years!
Many thanks to Feedspot.com for making us one of the Top Ten Pinoy Law Blogs to watch out for in 2018!
Congrats to all our attorneys who write such interesting articles, and to the IT team who maintain our site.
We will be adding a lot more fascinating content in the weeks and months to come. Watch this space!
Check out the Link: https://blog.feedspot.com/pinoy_law_blogs/
Wow. What an awesome day it was! Thank you so much to everyone who asked questions and made our first ‘Ask An Attorney Day’ on Facebook such a success. (If you missed it, why not head on over to our page and take a look? https://web.facebook.com/MFLBR2009/) I think everyone agreed that our attorneys did an incredible job, dealing with so many varied inquiries in such a short space of time!
We hope we achieved our aim of giving something back to the community in which we live and work, and that we can do it again someday soon. We certainly seem to have made a lot of new friends!
Needless to say, The Law Firm of Mallari Fiel Brillante Ronquillo is open every work day for those who wish to consult us further. Our contact details are at the top of this page. And rest assured, whatever your concern: ‘we find solutions.’The Attorneys & Staff of MFBR