Every One Person Corporation (OPC) must name a nominee and an alternate nominee in its Articles of Incorporation, and attach each one's written consent to the SEC application. The nominee steps in to manage the OPC only if the single stockholder dies or becomes incapacitated — and can be replaced anytime afterward by simply notifying the SEC, without amending the Articles of Incorporation.
A One Person Corporation lets a single individual (or, in specific cases, a trust or an estate) form a corporation without needing co-incorporators. But the law does not let that single stockholder operate without any contingency plan. Under the Revised Corporation Code (Republic Act No. 11232) and the Securities and Exchange Commission’s implementing guidelines for OPCs, every single stockholder must designate a nominee and an alternate nominee — two named individuals who exist on paper for exactly one purpose: stepping in if the single stockholder can no longer run the company.
This is not optional, and it is not a formality you can leave blank. The Articles of Incorporation will not be accepted for registration without the nominee and alternate nominee named, and without their written consent attached.
Why the Law Requires a Nominee at All
An ordinary stock corporation always has more than one incorporator, so if one incorporator becomes incapacitated or dies, the corporation is not immediately left without any management. A One Person Corporation, by definition, has exactly one stockholder, which means that without some built-in contingency, the sudden incapacity or death of that single person could leave the corporation with no one authorized to sign checks, manage payroll, or represent the company in dealings with employees, suppliers, or government agencies. The nominee and alternate nominee mechanism exists specifically to close that gap, giving the OPC a named, consenting individual who can step into management on an interim basis without needing a court-appointed administrator or a lengthy estate proceeding to get there first.
What the Nominee Actually Does
The nominee has no role at all while the single stockholder is alive and capable of managing the OPC. The nominee only activates in two situations:
- Temporary incapacity of the single stockholder. The nominee takes over management of the OPC as director and president for the duration of the incapacity. Once the single stockholder is no longer incapacitated, they resume management themselves.
- Death or permanent incapacity of the single stockholder. The nominee takes over management until the legal heirs of the single stockholder have been determined and have agreed among themselves who will take the deceased’s place in the corporation.
If, when the moment comes, the named nominee is unable or unwilling to step in, that is precisely why the law requires an alternate nominee as a second-in-line — the OPC is not required to have a functioning nominee arrangement that depends entirely on one person’s availability.
What Happens After the Heirs Take Over
The nominee’s management role is always meant to be temporary. Once the single stockholder’s legal heirs have been determined — typically through the estate settlement process — and have agreed among themselves on who will take the deceased stockholder’s place, that person formally succeeds to the single stockholder’s position, and the nominee’s authority ends. Until that determination is made, the nominee keeps the OPC functioning: signing documents, managing day-to-day operations, and generally standing in the single stockholder’s place so the business does not stall while the heirs sort out succession.
Step by Step: How to Name the Nominee and Alternate Nominee
- Step 1. Choose your nominee and alternate nominee. Each is identified in the Articles of Incorporation by full name, nationality, and residence address.
- Step 2. Secure each one’s written consent. The SEC’s own sample format is an acceptance letter addressed to the single stockholder, in which the nominee (or alternate nominee) confirms acceptance of the designation and states that they understand the extent and limits of their authority if called upon to manage the OPC. The letter is signed and includes the nominee’s Tax Identification Number.
- Step 3. Attach the consent to your incorporation documents. The written consent of both the nominee and alternate nominee must be submitted together with the Articles of Incorporation as part of the SEC application — it is a listed requirement, not an optional attachment.
- Step 4. File with the SEC along with the Cover Sheet, the Articles of Incorporation itself, and, where applicable, proof of authority to act on behalf of a trust or estate (if the single stockholder is not a natural person), a Foreign Investments Act application form (if the single stockholder is a foreign national), and the Tax Identification Number or passport number of the single stockholder.
- Step 5. Pay the filing fees and receive the Certificate of Incorporation once approved.
What the Filing Costs
Based on the SEC’s published fee schedule for OPC registration, expect the following components:
- Name reservation: ₱100.00 per company name and/or trade name.
- Articles of Incorporation filing fee: 1/5 of 1% of the authorized capital stock, but not less than ₱2,000.00.
- Legal Research Fee: 1% of the registration/filing fee, but not less than ₱20.00.
- Foreign Investments Act application fee: ₱3,000.00, applicable only if the single stockholder is a foreign national.
- Documentary stamp: ₱30.00.
None of these fees are charged to the nominee or alternate nominee personally — they are incorporation costs borne by the single stockholder setting up the OPC. Because SEC fee schedules are periodically revised, treat the figures above as a general guide and confirm the current amounts with the SEC or a corporate filing service before you submit payment.
Does the Nominee Need to Post a Bond?
No. The surety bond requirement that applies to OPCs is a separate matter tied to the Treasurer position specifically: if the single stockholder chooses to self-appoint as Treasurer (rather than hiring someone else for that role), a surety bond is required, scaled to the OPC’s authorized capital stock and renewable periodically. The nominee and alternate nominee, in their capacity as nominee, are not subject to this bond requirement.
Changing the Nominee or Alternate Nominee Later
One of the more practical features of the OPC framework is that the nominee arrangement is not locked in at incorporation. The single stockholder may change the nominee and/or alternate nominee at any time by submitting to the SEC’s Company Registration and Monitoring Department the names of the new nominee(s) together with their written consent, using a straightforward notice of change. Importantly, this change does not require amending the Articles of Incorporation — it is a simple notification filing.
The reverse is also true: a person who has already consented to serve as nominee or alternate nominee can withdraw that consent in writing at any time, as long as it is done before the single stockholder’s death or incapacity actually occurs.
Points Worth Double-Checking Before You File
- Make sure the nominee and alternate nominee are two different people — the structure assumes a first and second option, not the same person listed twice.
- Confirm each nominee’s full legal name, nationality, and residence address are entered exactly as they appear on their government-issued ID, since these details go directly into the Articles of Incorporation.
- Keep a copy of each signed acceptance letter for your own file, separate from what you submit to the SEC, in case you need to reference it later when appointing officers or processing a change of nominee.
- If the single stockholder is a trust or estate rather than a natural person, remember that the proof of authority to act on behalf of that trust or estate is a separate, additional requirement on top of the nominee consents.
- If you plan to self-appoint as Treasurer, budget for the separate surety bond requirement in addition to the incorporation fees above — it is priced and renewed on its own schedule, apart from the SEC filing fees.
The nominee and alternate nominee do not need to sign the Articles of Incorporation itself — only the single stockholder (and the treasurer, if different) sign that document. The nominees’ role is limited to their written consent letters and, potentially, to actually managing the OPC if the contingency the law was written for ever comes to pass.
Frequently Asked Questions
Does the nominee own any shares in the One Person Corporation? No. The nominee and alternate nominee are not stockholders and hold no ownership interest -- their only role is to manage the OPC temporarily if the single stockholder becomes incapacitated or dies.
Can I replace my nominee without amending the Articles of Incorporation? Yes. The single stockholder can change the nominee or alternate nominee at any time by filing a notice of change with the SEC together with the new nominee's written consent, and the Articles of Incorporation do not need to be amended.
Is the nominee required to post a surety bond? No. The surety bond requirement applies only if the single stockholder self-appoints as the OPC's Treasurer; it has nothing to do with the nominee or alternate nominee designation.
What happens if my nominee can no longer serve when the time comes? That is the purpose of naming an alternate nominee -- the alternate is the built-in backup so the OPC is not left without anyone able to step into management.
This commentary is for general informational purposes only and does not constitute legal advice. For guidance specific to your situation, please consult a licensed attorney.