Registration For One Person Corporation Approved By SEC

May 9, 2019

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Earlier this week, the Securities and Exchange Commission (SEC) has announced that they have received the registration of the country’s first corporation with a single stockholder – the Smart Transportation and Solutions.

The Republic Act No. 11232 or the Revised Corporation Code of the Philippines allows a natural person, trust or estate to establish his or her own corporation or an OPC. A foreign natural person may put up such corporation, but they will be subjected to the applicable constitutional and statutory restrictions on foreign participation in certain investment areas or activities. The old Corporation Code requires a minimum of five (5) incorporators to start a corporation.

The One Person Corporation, however, has its own limitations as it not applicable to businesses under the following industries:

Banks
Non-bank financial institutions
Quasi-banks, preneed
Trust and insurance companies
Public and publicly listed companies
Non-chartered government-owned and/or

A person who holds a license to practice a certain profession also is limited from establishing an OPC for the purpose of providing their profession unless it’s provided under a special law.

Smart Transportation and Solutions., the country’s first ever OPC was created primarily to establish, operate and manage transportation services, including vehicle rental/ leasing, taxi or shuttle services, and transportation of goods or persons for any person.

In a statement, SEC Chairperson Emilion Aquino applauds the revised Corporation Code as it illustrates how progressive provisions could improve ease of doing business in the country. Thereby, encouraging more Filipino to establish new businesses.

SEC said is banking on the progressive provisions of the Revised Corporation Code to unlock the potential of more than a million inactive corporations and partnerships registered with the SEC as of end-2018 along with the 2.5 million active business names registered with the Department of Trade and Industry by March 2019.

The SEC started accepting applications for registration of OPCs on May 6, following the approval of the pertinent guidelines through Memorandum Circular No. 7, Series of 2019, on April 25.

Initially, applications shall be filed manually with the SEC Company Registration and Monitoring Department (CRMD) at the ground floor of Secretariat Building in Philippine International Convention Center in Pasay City.

Registering an OPC takes five steps: name reservation and verification, pre-processing of articles of incorporation with the necessary attachments, payment of filing fees, submission of signed and notarized documentary requirements, and claiming of the certificate of incorporation.

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