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Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
AT A GLANCE:
Only a natural person of legal age, trust or an estate may form a One Person Corporation (OPC). (Section 116, Revised Corporation Code)
A One Person Corporation (OPC) is a corporation with a single stockholder. The Revised Corporation Code provides that only a natural person, trust or an estate may form an OPC.
The law says:
“A One Person Corporation is a corporation with a single stockholder: Provided, That only a natural person, trust, or an estate may form a One Person Corporation.
Banks and quasi-banks, preneed, trust, insurance, public and publicly-listed companies, and non-chartered government-owned and -controlled corporations may not incorporate as One Person Corporations: Provided, further, That a natural person who is licensed to exercise a profession may not organize as a One Person Corporation for the purpose of exercising such profession except as otherwise provided under special laws.” (Section 116, Revised Corporation Code)
Memorandum Circular No. 07, series of 2020 issued by the Securities and Exchange Commission provides for the guidelines for the conversion of corporations to a One Person Corporation.
Section 1 of SEC Memorandum Circular No. 07 (2020) states that:
“Section 1. If a natural person of legal age, a trust, or an estate (“single stockholder”) has acquired all of the outstanding capital stocks of an ordinary stock corporation (OSC), with corresponding Certificate Authorizing Registration/ tax clearance having been issued by the Bureau of Internal Revenue, the OSC may apply for its conversion into an OPC xxx” (Emphasis supplied.)
Can a foreigner organize as a One Person Corporation (OPC) in the Philippines?
In case of a natural person, the only requirement under the Revised Corporation Code is that he or she must be of legal age. There is no provision on any nationality requirement. Subject to applicable constitutional and statutory restrictions on foreign participation in certain investment areas of activities, a foreign natural person may organize a One Person Corporation. (Commercial Law, A Comprehensive Guide, Vol. 1, DIVINA, 2021)
Read also: One Person Corporation
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries regarding taxation and taxpayer’s remedies, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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