April 25, 2019

SEC MEMORANDUM CIRCULAR NO. 07-19

TO : All Concerned

SUBJECT : Guidelines on the Establishment of a One Person Corporation

(OPC)

In accordance with the power and function of the Securities and Exchange
Commission to formulate and enforce standards and policies to carry out the
provisions of Republic Act 11232, the Act providing for the Revised Corporation Code
of the Philippines (RCC), the following guidelines, rules and regulations in the
establishment of a One Person Corporation (OPC) are hereby adopted:
SECTION 1. Definition and Incorporator. —
A one person corporation (OPC) is a corporation with a single stockholder, who
can only be a natural person, trust or estate.
The incorporator of an OPC being a natural person must be of legal age.
As an incorporator, the "trust" as used by the law does not refer to a trust entity,
but the subject being managed by a trustee.
If the single stockholder is a trustee, administrator, executor, guardian,
conservator, custodian, or other person exercising duciary duties, proof of authority to
act on behalf of the trust or estate must be submitted at the time of incorporation.
SECTION 2. Term of Existence. —
The term of existence of the OPC shall be perpetual. However, in case of the trust
or estate, its term of existence shall be co-terminous with the existence of the trust or
estate.
The OPC under the name of the estate may be dissolved upon proof of Partition,
such as Order of Partition issued by the Court in case of Judicial Settlement and Deed
of Extrajudicial Settlement in case of summary settlement of the estate. CAIHTE

The OPC under the name of the Trustee may be dissolved upon proof of
termination of the trust.
SECTION 3. Corporate Name. —
The su x "OPC" should be indicated by the one person corporation either below
or at the end of its corporate name.
SECTION 4. Single Stockholder as Director and Officer. —
The single stockholder shall be the sole director and president of the OPC.
SECTION 5. Designation of Nominee and Alternate Nominee. —
The single stockholder is required to designate a nominee and an alternate
nominee named in the Articles of Incorporation who shall replace the single
stockholder in the event of the latter's death and/or incapacity. The written consent of
both the nominee and alternate nominee shall be attached to the application for
incorporation.
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 SECTION 6. Only Articles of Incorporation Needed. —
The OPC shall le its Articles of Incorporation (AI) in accordance with the
requirements of Section 14 of the Revised Corporation Code of the Philippines. The AI
must set forth its primary purpose, principal o ce address, term of existence, names
and details of the single stockholder, the nominee and alternate nominee and the
authorized, subscribed and paid-up capital and such other matters consistent with law
and which may be deemed necessary and convenient.
For facility of registration, applicants may follow the attached sample of the
Articles of Incorporation of an OPC.
SECTION 7. Bylaws. —
The OPC is not required to submit and file its Bylaws.
SECTION 8. Minimum Capital Stock Not Required. —
The OPC is not required to have a minimum authorized capital stock except as
otherwise provided by special law.
Further, unless otherwise required by applicable laws or regulations, no portion
of the authorized capital is required to be paid-up at the time of incorporation.
SECTION 9. Officers. —
Within fteen (15) days from the issuance of its Certi cate of Incorporation, the
OPC shall appoint a Treasurer, Corporate Secretary, and other o cers, and notify the
SEC thereof within ve (5) days from appointment, using the Appointment Form as may
be prescribed by the SEC.
The single stockholder shall not be appointed as Corporate Secretary but may
assume the role of a Treasurer.
SECTION 10. Bond Requirement for the Self-Appointed Treasurer. —
The single stockholder who assumes the position of the Treasurer shall post a
surety bond to be computed based on the authorized capital stock (ACS) of the OPC as
shown in the Table below:

ACS Surety Bond Coverage*

1.00 to 1,000,000.00 1,000,000.00
1,000,001.00 to 2,000,000.00 2,000,000.00
2,000,001.00 to 3,000,000.00 3,000,000.00
3,000,001.00 to 4,000,000.00 4,000,000.00
4,000,001.00 to 5,000,000.00 5,000,000.00
P5,000,001.00 and above = Amount of surety bond coverage
shall be equal to the OPC's ACS
*Subject to renewal every two (2) years or as may be
required, upon review of the annual submission of the
Audited Financial Statements/Financial Statements certified
under oath by the company's President and Treasurer.

**The bond is a continuing requirement for so long as the

single stockholder is the self-appointed Treasurer of the OPC.

***The bond may be cancelled upon proof of appointment of

another person as the Treasurer and Filing of Amended Form
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 for Appointment of Officers.

SECTION 11. Change of Nominee or Alternate Nominee. —

The single stockholder may, at any time, change its nominee and alternate
nominee by submitting to the Commission the names of the new nominees and their
corresponding written consent. The Articles of Incorporation need not be amended.
Attached is the sample form for the Notice of the Change of nominee and
alternate nominee. DETACa

SECTION 12. Incapacity or Death of the Single Stockholder. —

In case the single stockholder becomes incapacitated, the nominee can take
over the management of the OPC as director and president. At the end of the
incapacity, the single stockholder can resume the management of the OPC.
In case of death or permanent incapacity of the single stockholder, the nominee
will take over the management of the OPC until the legal heirs of the single stockholder
have been lawfully determined and the heirs have agreed among themselves who will
take the place of the deceased.
SECTION 13. Reportorial Requirements. —
The OPC must submit the following documents within the period required by the
SEC:
a) annual audited nancial statements within 120 days from the end of its
scal year as indicated in its Articles of Incorporation; Provided, that if the
total assets or total liabilities of the corporation are less than six hundred
thousand pesos (P600,000.00), the nancial statements shall be certi ed
under oath by the corporation's treasurer;
b) a report on all explanations or comments by the president on the
quali cation, reservation or adverse remarks made by the auditor in the
financial statements;
c) a disclosure of all self-dealings and related party transactions entered into
between the OPC and the single stockholder; and
d) other reports as the SEC may require.
SECTION 14. Who are Not Allowed to Form OPCs. —
Banks, non-bank nancial institutions, quasi-banks, pre-need, trust, insurance,
public and publicly listed companies, non-chartered government-owned and -controlled
corporations (GOCCs) cannot incorporate as OPC.
A natural person who is licensed to exercise a profession may not organize as an
OPC for the purpose of exercising such profession except as otherwise provided under
special laws.
SECTION 15. Foreign National. —
A foreign natural person may put up an OPC, subject to the applicable capital
requirement and constitutional and statutory restrictions on foreign participation in
certain investment areas or activities.
This Memorandum Circular shall take effect immediately upon its publication in
two (2) newspapers of general circulation.
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 Secretariat Building, PICC, Pasay City, April 25, 2019.

(SGD.) EMILIO B. AQUINO

Chairperson
ATTACHMENTS

Sample Only for a One Person Corporation with a Single Stockholder Who is a Natural Person

Articles of Incorporation
of
________________________________________, OPC
(Name of One Person Corporation)

The undersigned, of legal age, voluntarily forms a One Person Corporation (OPC) under
the laws of the Republic of the Philippines and certifies the following:
First: That the name of said corporation shall be ______________________________, OPC;
Second: That the purpose or purposes for which such corporation is incorporated are:
(If there are more than one purpose, indicate primary and secondary purposes);
Third: That the principal o ce of the OPC is located in
__________________________________________________________________;
Fourth: That the OPC shall have perpetual existence;
(If the OPC has a speci c term of existence): That the OPC shall have a term of
existence of _______ years from the date of issuance of the certificate of incorporation;
State the speci c term of existence in words followed by the gure enclosed in
parentheses, e.g., fifty (50) years.
Fifth: That the name, nationality, and residence address of the single
stockholder/director/president of the OPC are as follows: aDSIHc

Name Nationality Residence

(Specific)
_____________________ _____________________ _____________________

Sixth: That the names, nationalities, and residence addresses of the nominee and
alternate nominee are as follows:

Name Nationality Residence

Nominee: ________________ ________________ ________________
Alternate: ________________ ________________ ________________

Seventh: That the authorized capital stock of the OPC is _____________ Pesos
(P_________), divided into ____________ shares with par value of ________________ Pesos
(P______) per share.
(In case all the shares are without par value): That the capital stock of the OPC is
______________ shares without par value.
(In case some shares have par value and some are without par value): That the capital
stock of said corporation consists of _________ shares, of which ________ shares have a par
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 value of ___________ Pesos (P________) each, and of which ___________ shares are without par
value.
Eighth: That the number of shares of the authorized capital stock above-stated has
been subscribed as follows:

Name of Nationality No. of Shares Amount Amount Paid

Subscriber Subscribed Subscribed
______________ ______________ ______________ ______________ ______________

Ninth: a) That as self-appointed treasurer of the OPC, I acknowledge to have received

in the name and for the bene t of the corporation, all subscriptions paid or given by the
subscriber, who certi es the information set forth in the seventh and eighth clauses above,
and that the paid-up portion of the subscription in cash and/or property has been duly
received for the bene t and credit of the corporation, and that I shall faithfully administer the
corporation's funds to be received as Treasurer, and to disburse and invest the same in
accordance with law and these Articles of Incorporation;
Or:
b) That as Treasurer of the OPC, I acknowledge to have received in the name and for
the bene t of the corporation, all subscriptions paid or given by the subscriber, who certi es
the information set forth in the seventh and eighth clauses above, and that the paid-up
portion of the subscription in cash and/or property has been duly received for the bene t and
credit of the corporation, and that I shall faithfully administer the OPC's funds to be received
as Treasurer, and to disburse and invest the same in accordance with law and these Articles
of Incorporation;
Or:
c) That within fteen (15) days from the issuance of its certi cate of incorporation, the
OPC shall appoint a treasurer and notify the Commission thereof within ve (5) days from
appointment.
Choose only the applicable paragraph, i.e., a) if the single stockholder acts as the
treasurer; b) if another person has been appointed as treasurer; and c) if the single
stockholder has yet but commits to appoint a treasurer after receipt of the certi cate of
incorporation.
Tenth: That I undertake to change the name of the OPC immediately upon receipt of
notice from the Commission that another corporation, partnership or person has acquired a
prior right to the use of such name, that the name has been declared not distinguishable from
a name already registered or reserved for the use of another corporation, or that it is contrary
to law, public morals, good customs or public policy.
Eleventh: That no transfer of stock or interest which shall reduce the ownership of
Filipino citizens to less than the required percentage of capital stock as provided by existing
laws shall be allowed or permitted to be recorded in the proper books of the OPC, and this
restriction shall be indicated in all stock certificates issued by the corporation.
Twelfth: That the scal year of the OPC shall begin on the _______ day of ____________
and shall end on the __________ day of __________ of each year. (If not stated in the Articles of
Incorporation, it is understood that the scal year of said corporation follows the calendar
year.)
IN WITNESS WHEREOF, I have hereunto signed these Articles of Incorporation, this
_________ day of ___________, 20____ in the City/Municipality of ________________, Province of
_____________________, Republic of the Philippines.
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 _____________________________________
(Name and signature of the incorporator)
TIN: ____________________

_____________________________________
(Name and signature of the treasurer)
TIN: ____________________

Nominee and alternate nominee need not sign the Articles of Incorporation but written
consent of the nominee and alternate nominee shall be attached to the application for
incorporation. Such consent may be withdrawn in writing any time before the death or
incapacity of the single shareholder.

Acknowledgement

REPUBLIC OF THE PHILIPPINES)

S.S)
BEFORE ME, a Notary Public, for and in ___________________, Philippines, this __________
day of ____________ 2019, personally appeared the following persons:

Name TIN/Passport No. Date and Place Issued

known to me and to me known to be the same persons who executed the foregoing Articles of
Incorporation constituting of ______ pages, including this page where the acknowledgement is
written, and they acknowledged to me that the same is their free act and voluntary deed. ETHIDa

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of ______.

Sample Only for a One Person Corporation under the Name of an Estate or Trustee

Articles of Incorporation
of
_______________________________________, OPC
(Name of One Person Corporation)

The undersigned, of legal age, voluntarily forms a One Person Corporation (OPC) under
the laws of the Republic of the Philippines and certifies the following:
First: That the name of said corporation shall be __________________________, OPC;
Second: That the purpose or purposes for which such corporation is incorporated are:
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 (If there are more than one purpose, indicate primary and secondary purposes);
Third: That the principal o ce of the OPC is located in
_______________________________________________________________________;
Fourth: That the OPC shall have perpetual existence;
(If the OPC has a speci c term of existence): That the OPC shall have a term of
existence of _______ years from the date of issuance of the certificate of incorporation;
State the speci c term of existence in words followed by the gure enclosed in
parentheses, e.g., fifty (50) years.
Fifth: That the name, nationality, and residence address of the (trustee, administrator,
executor, guardian, conservator, custodian, or any other person exercising fiduciary duties) are
as follows:

Name Nationality Residence

(Specific)
__________________ __________________ __________________

(Attach proof of authority to act on behalf of the trust or estate.)

Sixth: That the names, nationalities, and residence addresses of the nominee and
alternate nominee are as follows:

Name Nationality Residence

Nominee: ________________ ________________ ________________
Alternate: ________________ ________________ ________________

Seventh: That the authorized capital stock of the OPC is ______________ Pesos (P______),
divided into _________ shares with par value of __________________ Pesos (P______) per share.
(In case all the shares are without par value): That the capital stock of the OPC is
______________ shares without par value.
(In case some shares have par value and some are without par value): That the capital
stock of said corporation consists of _________ shares, of which ___________ shares have a par
value of _____________ Pesos (P_____) each, and of which ________ shares are without par
value.
Eighth: That the number of shares of the authorized capital stock above-stated has
been subscribed as follows:

Name of Nationality No. of Shares Amount Amount Paid

Subscriber Subscribed Subscribed
______________ ______________ ______________ ______________ ______________

Ninth: a) That as self-appointed treasurer of the OPC, I acknowledge to have received

in the name and for the bene t of the corporation, all subscriptions paid or given by the
subscriber, who certi es the information set forth in the seventh and eighth clauses above,
and that the paid-up portion of the subscription in cash and/or property has been duly
received for the bene t and credit of the corporation, and that I shall faithfully administer the
corporation's funds to be received as Treasurer, and to disburse and invest the same in
accordance with law and these Articles of Incorporation; cSEDTC

Or:
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 b) That as Treasurer of the OPC, I acknowledge to have received in the name and for
the bene t of the corporation, all subscriptions paid or given by the subscriber, who certi es
the information set forth in the seventh and eighth clauses above, and that the paid-up
portion of the subscription in cash and/or property has been duly received for the bene t and
credit of the corporation, and that I shall faithfully administer the corporation's funds to be
received as Treasurer, and to disburse and invest the same in accordance with law and these
Articles of Incorporation;
Or:
c) That within fteen (15) days from the issuance of its certi cate of incorporation, the
OPC shall appoint a treasurer and notify the Commission thereof within ve (5) days from
appointment.
Choose only the applicable paragraph, i.e., a) if the single stockholder acts as the
treasurer; b) if another person has been appointed as treasurer; and c) if the single
stockholder has yet but commits to appoint a treasurer after receipt of the certi cate of
incorporation.
Tenth: That I undertake to change the name of the OPC immediately upon receipt of
notice from the Commission that another corporation, partnership or person has acquired a
prior right to the use of such name, that the name has been declared not distinguishable from
a name already registered or reserved for the use of another corporation, or that it is contrary
to law, public morals, good customs or public policy.
Eleventh: That no transfer of stock or interest which shall reduce the ownership of
Filipino citizens to less than the required percentage of capital stock as provided by existing
laws shall be allowed or permitted to be recorded in the proper books of the OPC, and this
restriction shall be indicated in all stock certificates issued by the corporation.
Twelfth: That the scal year of the OPC shall begin on the __________ day of __________
and shall end on the _________ day of __________ of each year. (If not stated in the Articles of
Incorporation, it is understood that the scal year of said corporation follows the calendar
year.)
IN WITNESS WHEREOF, I have hereunto signed these Articles of Incorporation, this
_________ day of _________ 20___ in the City/Municipality of __________________, Province of
________________________, Republic of the Philippines.

___________________________________________
(Name and signature of the incorporator)
TIN: _________________________

___________________________________________
(Name and signature of the treasurer)
TIN: _________________________

Nominee and alternate nominee need not sign the Articles of Incorporation, but written
consent of the nominee and alternate nominee shall be attached to the application for
incorporation. Such consent may be withdrawn in writing any time before the death or
incapacity of the single shareholder.

Acknowledgement

REPUBLIC OF THE PHILIPPINES)

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 S.S)
BEFORE ME, a Notary Public, for and in _______________, Philippines, this ________ day of
_______________, 2019, personally appeared the following persons:

Name TIN/Passport No. Date and Place Issued

known to me and to me known to be the same persons who executed the foregoing Articles of
Incorporation constituting of _______ pages, including this page where the acknowledgement
is written, and they acknowledged to me that the same is their free act and voluntary deed.
WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
Doc. No. _______;
Page No. _______;
Book No. _______;
Series of _______.

Sample of Acceptance Letter of the Nominee and Alternate Nominee of the One Person
Corporation

Date: ____________
To: (Name of single stockholder)
(Name of the One Person Corporation)
(Address of the One Person Corporation)
Dear Mr./Ms. ____________:
I am writing to con rm my acceptance of the offer to be your designated nominee (or
alternate nominee), in compliance with the requirement of the Revised Corporation Code of
the Philippines for the purpose of registration of your One Person Corporation with the
Securities and Exchange Commission.
I have understood the extent and limitations of my authority as nominee (or alternate
nominee) in the event that I am called to manage the affairs of the One Person Corporation,
as we discussed.
Thank you.
Very truly yours,
____________________________________________
(Signature and name of nominee or alternate nominee)
TIN: ____________________
Note: The nominee and alternate nominee can sign their names in the same letter as
acceptance of their nomination. SDAaTC

Form for Appointment of Officers

(One Person Corporation)

Sample Form of Notice to Change Nominee/Alternate Nominee of the One Person Corporation
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 Date: __________
Company Registration and Monitoring Department
Securities and Exchange Commission
Secretariat Building, PICC Complex
Roxas Blvd., Pasay City
Gentlemen:
In compliance with the requirement of Section 126 of the Revised Corporation Code of
the Philippines, the undersigned hereby notifies the Securities and Exchange Commission of a
change in the nominee and alternate nominee of _____________________________________, OPC,
as indicated in the Articles of Incorporation, under SEC Reg. No. ________________.
I, therefore, submit the names of the new nominees and their written consent as
follows:

Name Nationality Residence

Nominee: ________________ ________________ ________________
Alternate
Nominee: ________________ ________________ ________________

I consent to my appointment as Nominee: __________________________

(Signature of the nominee)
TIN: ________________
I consent to my appointment as Alternate __________________________
Nominee: (Signature of the alternate)
TIN: ________________

Certified Correct:
_______________________________________
(Signature and name of the single
stockholder/president)
TIN: _________________________
SUBSCRIBED AND SWORN TO before me in ________________ on ____________ by the
above-named individual as the Single Stockholder/President of the OPC who personally
appeared before me and exhibited to me his/her competent evidence of identity consisting of
___________ issued on ____________. acEHCD

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of ______.

Application for Registration of One Person Corporation

What are the requirements:

1. Cover Sheet
2. Articles of Incorporation for One Person Corporation (Natural Person, Trust or
Estate)
Please take note of the Commission's privacy policy with regard to Articles
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 of Incorporation led with it. You may read the Privacy Notice for
Registrants of One Person Corporations at
https://www.sec.gov.ph/one-person-corporations/.
3. Written Consent from the Nominee and Alternate Nominee
4. Other Requirements, if applicable:
a. Proof of Authority to Act on Behalf of the Trust or Estate (for trusts and
estates incorporating as OPC)
b. Foreign Investments Act (FIA) Application Form (for foreign natural
person) 1
c. A davit of Undertaking to Change Company Name, in case not
incorporated in the Articles of Incorporation
d. Tax Identification Number (TIN) for Filipino single stockholder
e. Tax Identi cation Number (TIN) or Passport Number for Foreign single
stockholder
5. Filing Fees
a. Name Reservation — Php100.00 per company name and/or trade name
b. Articles of Incorporation — 1/5 of 1% of the authorized capital stock but
not less than Php2,000.00
c. Legal Research Fee (LRF) — 1% of the Registration/Filing Fee but not less
than Twenty Pesos (Php20.00)
d. FIA Application Fee — Php3,000.00, if the single stockholder is a foreign
national
e. Documentary Stamp — Php30.00
How to apply for registration:
1. Initially, all name reservation requests shall be submitted manually at the SEC
Head O ce. CRMD personnel veri es the proposed company name;
trade/business names by the applicant:
a. If denied, the applicant needs to submit letter of appeal for rejected
names subject to the approval of the CRMD appeal officer.
2. Submit Articles of Incorporation with attached written consent of the nominee
and alternate nominee and other requirements required for registration, for pre-
processing.
3. Pay the Filing Fees (Registration Fee, LRF and Name Reservation Fee) .
4. Submit hard copies of signed and notarized documents together with the proof
of payment of filing fees at CRMD Receiving Unit.
5. Receive the Approved Certi cation of Registration as One Person Corporation.
SDHTEC

Illustration:

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 Footnotes
1.A foreign natural person may put up an OPC, subject to the applicable constitutional and
statutory restrictions on foreign participation in certain investment areas or activities.

Published in the Manila Bulletin and Manila Standard on May 1, 2019.

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