One Person Corporation Philippines: How to Register and Start Your OPC

September 11, 2025

In the evolving business landscape of the Philippines, a One Person Corporation (OPC) offers a unique option for entrepreneurs who want to operate a corporate entity with sole ownership. Combining features of sole proprietorships and corporations, an OPC simplifies the incorporation process while providing limited liability protection to its single stockholder. This article provides a practical guide on registering a One Person Corporation in the Philippines, highlighting the requirements, advantages, and key steps involved.

What Is a One Person Corporation?

A One Person Corporation (OPC) is a special type of domestic corporation in the Philippines composed of a single stockholder who also acts as the president and director. Unlike traditional corporations, which require at least two incorporators and a board of directors, an OPC streamlines governance for sole owners while maintaining the benefits of a legal entity separate from its owner.

This structure allows entrepreneurs to enjoy corporate benefits such as perpetual existence and limited liability, without the complexities typically associated with larger corporations. The single stockholder may be an individual, a trust, or an estate, expanding the flexibility of OPC ownership.

Advantages of Registering a One Person Corporation

Choosing to form a One Person Corporation provides several distinct benefits compared to sole proprietorships or regular corporations:

Limited Liability Protection: The owner’s personal assets are protected from business debts and obligations, with liability limited to company assets.
Perpetual Existence: The OPC continues regardless of changes in ownership or other events such as bankruptcy.
Simplified Governance: Only one stockholder is required, who automatically assumes multiple roles such as president and director.
No Minimum Capital Requirement: Usually, OPCs do not require upfront paid-in capital unless mandated by specific laws or sectors.
Foreign Ownership Options: Foreign nationals may establish an OPC unless involved in restricted industries listed in the Foreign Investments Negative List.
Possibility to Restructure: Corporations can convert into an OPC if all company shares are consolidated under a single stockholder.

Key Limitations and Considerations

While OPCs offer many advantages, some important considerations must be kept in mind:

Officer Appointments: Within 15 days of registration, the stockholder must appoint a corporate secretary, treasurer, and other necessary officers and report these appointments to the Securities and Exchange Commission (SEC).
Capital Requirements for Foreign Investors: For enterprises owned by foreigners targeting the domestic market, a paid-up capital of USD 200,000 may be required before incorporation is completed.
Tax Implications: OPCs, as corporations, are subject to the corporate income tax rate of 25-30%, which can be higher than the preferential tax rates available to sole proprietorships. However, OPCs benefit from more extensive tax incentives overall.
Industry Restrictions: OPC incorporation is prohibited for sectors such as banks, insurance, pre-need companies, government-owned corporations, and licensed professionals when the corporation’s purpose involves professional practice.

Who Can Form a One Person Corporation?

Eligible incorporators of an OPC include:

A natural person of legal age, Filipino or foreign national
A trust (the property held by a trustee, not a trust entity per se)
An estate (in case of inheritance)

Those not permitted to form an OPC include licensed professionals intending to practice their profession through the corporation, banks and quasi-banks, insurance companies, public and publicly listed companies, and non-chartered government-owned and controlled corporations.

Requirements for OPC Registration

To start the registration of an OPC in the Philippines, prepare the following documents:

Articles of Incorporation signed by the single stockholder or trustee/representative for trusts or estates
Letter of Consent from the nominee and alternate nominee (to step in if the stockholder is incapacitated or deceased)
Cover letter for the SEC submission
If applicable, the Foreign Investments Act application form for foreign individuals
Proof of authority to act on behalf of a trust or estate when applicable
Affidavit of undertaking to change the company name if it is not included in the Articles of Incorporation
Tax Identification Number (TIN) for Filipino stockholders or Passport Number for foreign stockholders

Step-by-Step Process to Register a One Person Corporation

Registering a One Person Corporation follows a structured process managed by the Securities and Exchange Commission:

Document Preparation: Collect and notarize all required forms and supporting documents based on your entity type and stockholder profile.
Submission to SEC: File the application package and pay the corresponding registration fees at the SEC.
Evaluation and Processing: The SEC reviews the documents for completeness and compliance with relevant regulations.
Payment and Hard Copies Submission: After initial approval, provide signed and notarized hard copies of documents along with proof of payments.
Certificate of Registration: Upon satisfactory review, the SEC issues the Certificate of Registration, formally establishing the OPC as a legal entity.
Appointment of Corporate Officers: The sole stockholder must appoint a corporate secretary, treasurer, and other officers within 15 days after registration and notify the SEC within five days of these appointments.

Final Insights

A One Person Corporation is an efficient solution for entrepreneurs who want to own and control a corporate entity with the benefits of limited liability and perpetual existence. While it simplifies corporate governance with a single stockholder structure, it also requires compliance with specific registration and operational rules mandated by Philippine law. Understanding the requirements and process involved equips aspiring business owners to make informed decisions about whether an OPC is the right legal entity for their venture.

Managing registration independently can be complex and time-consuming, especially when dealing with capital regulations and compliance reporting. Expert assistance from a consultancy like Triple i Consulting can streamline the process, ensuring accuracy and adherence to all legal obligations, helping clients focus on business growth with confidence.

Is Assistance Available?

Triple i Consulting offers professional, tailored support for Philippine business registration and compliance of One Person Corporations in the Philippines. Our experienced team simplifies complex procedures, reduces administrative burdens, and ensures clients meet all regulatory requirements efficiently. Contact us today to schedule a consultation and learn how we can help establish your OPC with expert guidance: