Single-stockholder firms on their way

The Securities and Exchange Commission (SEC) is set to open by May 6 the application  for the registration of corporations with a single stockholder.

The SEC Commission en banc approved on April 25 the guidelines on the establishment of a one person corporation (OPC) under memorandum circular No. 7, series of 2019.

“The concept of a one person corporation, along with the other provisions of the Revised Corporation Code of the Philippines, makes doing business in the country easier,” SEC chair Emilio Aquino said in a press statement on Thursday.

“An OPC offers the agility and complete dominion of a sole proprietorship and the limited liability of a corporation. We encourage everyone to take advantage of this provision to pursue their entrepreneurial aspirations,” he added.

Under the guidelines, a natural person, trust or estate may form an OPC.

The incorporator, however, should be a natural person of legal age. If the single stockholder is a trustee, administrator, executor, guardian, conservator, custodian or any other person exercising fiduciary duties, proof of authority to act on behalf of the trust or estate must be submitted at the time of incorporation.

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.

Meanwhile, banks, nonbank financial institutions, quasibanks, preneed, trust and insurance companies, public and publicly listed companies, and nonchartered government-owned and/ or -controlled corporations 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, unless provided under special laws.

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

Applications must include a cover sheet, the articles of incorporation of the prospective OPC, and the written consent of the single stockholder’s nominee and alternate nominee. —DORIS DUMLAO-ABADILLA