In the Philippines, the Revised Corporation Code (RCC), or Republic Act No. 11232, introduced transformative changes to the corporate landscape. Most notably, it allowed for the creation of One Person Corporations (OPCs) and streamlined the registration of Religious Corporations.
Both entities provide a legal personality distinct from their members or owners, but they serve vastly different purposes—one for individual entrepreneurship and the other for spiritual or charitable governance.
Part I: The One Person Corporation (OPC)
The OPC is a corporation formed by a single stockholder, who may only be a natural person, a trust, or an estate. This entity allows solo entrepreneurs to enjoy the benefit of limited liability, which was previously reserved for corporations with at least five incorporators.
1. Key Features and Restrictions
- Limited Liability: The lone stockholder’s personal assets are generally protected from the corporation's debts and liabilities.
- Capital Stock: There is no minimum authorized capital stock required, unless otherwise provided by special law.
- Excluded Entities: Banks, quasi-banks, pre-need, trust, insurance companies, and public/government-owned corporations cannot incorporate as an OPC. Professionals (e.g., lawyers, doctors) cannot use an OPC to practice their profession.
2. Required Officers
Even with one stockholder, the law requires a corporate structure:
- Director/President: The single stockholder.
- Corporate Secretary: Must be a Filipino citizen and resident; cannot be the single stockholder.
- Treasurer: Must be a resident; can be the single stockholder, provided they post a surety bond based on the corporation's paid-in capital.
3. The Designees (Succession Plan)
The single stockholder is required to designate a Nominee and an Alternate Nominee. Their names must appear in the Articles of Incorporation. In the event of the stockholder's death or incapacity, these designees take over the management of the corporation.
4. Registration Requirements
The Securities and Exchange Commission (SEC) requires the following:
- Articles of Incorporation (AOI): Follows a specific SEC template for OPCs.
- Written Consent: Signed acceptance from the Nominee and Alternate Nominee.
- Proof of Authority: If the stockholder is a trust or estate, documentation proving the authority to act on its behalf.
- Name Reservation: Approval of the corporate name via the SEC’s online portal.
Part II: Religious Corporations
Under the Revised Corporation Code, religious groups are classified as non-stock corporations and are generally divided into two types: Corporations Sole and Religious Societies.
1. Corporation Sole
This is formed by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of any religious denomination. It is designed to manage the temporalities (properties) and estate of the church within a specific diocese or district.
- Registration Process: The presiding elder files an Affidavit of Affirmation with the SEC.
- Content of the Affidavit:
- Proof that the elder is the head of the denomination.
- That the rules of the church allow for the creation of a corporation sole.
- The location of the principal office.
- An inventory of properties held in trust.
2. Religious Societies
Unlike a corporation sole, a religious society is a group of individuals (a congregation or federation) incorporating for the same purpose.
- Registration Process: They must file Articles of Incorporation signed by at least five (5) incorporators, the majority of whom must be residents of the Philippines.
- Requirements: A verified statement showing that the group represents a religious organization and that two-thirds () of the membership approved the incorporation.
Part III: The Registration Workflow (SEC ESPARC)
Registration for both OPCs and Religious Groups is now primarily handled through the SEC’s Electronic Simplified Processing of Applications for Registration of Company (eSPARC).
| Step | Action |
|---|---|
| 1. Name Verification | Ensure the name is unique and includes "OPC" (for One Person Corporations). |
| 2. Application Data Entry | Input details of the stockholder/officers (OPC) or trustees/elders (Religious). |
| 3. Document Upload | Upload the AOI, Bylaws (if applicable), and necessary affidavits. |
| 4. Payment of Fees | Pay filing fees and legal research fees via the SEC’s Electronic Payment Portal (ePAY). |
| 5. Certificate of Registration | Upon SEC approval, a digital or physical Certificate of Incorporation is issued. |
Part IV: Post-Registration Compliance
Securing the SEC Certificate is only the first step. To legally operate in the Philippines, the following must be completed:
- Tax Registration: Apply for a Taxpayer Identification Number (TIN) and Register of Books of Accounts with the Bureau of Internal Revenue (BIR).
- Local Government Permits: Obtain a Barangay Clearance and a Business Permit (Mayor's Permit) from the city or municipality where the office is located.
- Mandatory Contributions: If hiring employees, the corporation must register with SSS, PhilHealth, and Pag-IBIG.
- Annual Reports: All corporations must submit an Annual Financial Statement (AFS) and a General Information Sheet (GIS) to the SEC. For an OPC, the stockholder must also submit a report on all "related party transactions."