Can One person become a corporation?

In the Philippines, the answer is yes. one person can become a corporation. One of the innovations of Republic Act 11232 or the Revised Corporation Code is that a single natural person can become a corporation.

One of a notable benefit of converting your single proprietary business into a one person corporation is the taxes. Unlike a Sole-proprietorship that has the option to pay 8% on Gross or Subject to the Graduated Income tax, a One Person Corporation is taxed either 20-25% on Net Taxable Income or 1% Minimum Corporate Income Tax on Gross. Another benefit is limited liability. While a Sole Proprietorship is not a separate entity, with all its obligations attributable to the proprietor; A one person corporation's liability is limited to its subscribed capital stock, profit and corporate assets. So that's a pretty good deal.

A One Person Corporation can only be incorporated by a natural person. Another corporation cannot be an incorporator. Also, a foreign natural person is limited to enterprises which are not nationalized and cannot also own lands. Professionals are also prohibited from using the One Person Corporation to practice their profession.

Despite it's name A One Person Corporation will not be composed of just one person. A Corporate Secretary and a Corporate Treasurer must be appointed within 15 days from incorporation. If you wish to become both the President and the Treasurer, a surety-bond is required for you to be allowed to appoint yourself as the treasurer.

To effectively register your business as a One Person Corporation and fully manage your corporate compliance as required by the SEC, a corporate lawyer can be your guide. Call or send an email for more information on the matter.