SECURITIES & EXCHANGE COMMISSION (SEC) MEMORANDUM

CIRCULAR ON GUIDELINES ON THE ESTABLISHMENT OF ONE

PERSON CORPORATION (OPC)
SEC Memorandum Circular No. 7, Series of 2019, dated April 25, 2019 and published last May 1, 2019,
provides for the guidelines on the establishment of OPC pursuant to the provisions of the Revised
Corporation Code of the Philippines. It may be recalled that the new law, which was passed last
February 20, 2019, allows the organization to establish a single corporation or OPC, subject to the
rules and guidelines as may be imposed by the SEC.

Highlights of the circular include the following:

a. OPC is a corporation with a single stockholder, who can only be natural person of legal age,
duly authorized trustee or duly authorized administrator, executor guardian conservator,
custodian or other person exercising fiduciary duties as in the case of estate.

b. OPC shall have perpetual life except trust or estate which shall be co-terminus with its
existence.

c. Corporate name should contain “OPC” either below or at the end of its corporate name.

d. Single stockholder shall be the sole director and President.

e. Designation of nominee and alternate nominee, who shall replace the single stockholder in
case of his death and/or incapacity, shall be required. He may be replaced at any time, with notice
to SEC. Nominee can take over the management of OPC as director and President in case of
incapacity of single stockholder.

f. Only Articles of Incorporation is needed and no By-Laws shall be required.

g. Generally, no minimum authorized capital stock and paid-in shall be required, except as
otherwise provided by special law.

h. OPC shall appoint a Treasurer, Corporate Secretary, and other officers within 15 days from
the issuance of Certificate of Incorporation. Single stockholder shall not appointed as Corporate
Secretary but may assume the role as Treasurer.

i. Single-stockholder who assumes the position of Treasurer shall post a bond computed based
on the authorized capital stock and shall be renewed every two (2) years upon submission of
Audited Financial Statements.

j. Banks, non-bank financial institutions, quasi-banks, pre-need, trust, insurance, public and
publicly-listed companies, non-chartered government-owned and controlled corporations
andnatural person allowed to exercise profession are not allowed to incorporate as OPC.

k. Foreign natural person may put up an OPC, subject to applicable capital requirement and
statutory restrictions on foreign participation in certain investment areas and activities.

If you wish to get a copy of the complete text of the circular as well as the applicable forms to fill-up
and requirements on the organization, please e-mail us.