How to Start a One Person Corporation (OPC) in the Philippines

A one person corporation’s structure allows for only one stockholder of the company, whom can also be considered as the president and director of the company, without the need for corporate officers.
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A One Person Corporation (OPC) is a cross between a sole proprietorship and a corporation. One person corporations are also domestic corporations but not regular corporations because they feature only one stockholder that could be a natural person, trust, or estate. One of the most significant distinctions between an OPC from a regular domestic corporation is that an OPC only needs one stockholder who is also considered the president and the director of the company, unlike in a traditional corporation where two or more incorporators and directors as well as corporate officers are required. 

Advantages of OPC from Sole Proprietorship in the Philippines

  • An OPC has perpetual existence despite bankruptcy, transfer of shares, etc.)
  • The single owner’s liability only extends to the assets they own.
  • The sole shareholder may be a foreign national unless the industry involved is included in the Foreign Investment Negative List.
  • Typically, a One Person Corporation does not require a minimum capital unless specified by law.
  • An OPC does not require paying any capital stock at the time of incorporation unless specified by law. 
  • Some corporations may restructure as an OPC if a single stockholder acquires all the company shares. 

Disadvantages of OPC from Sole Proprietorship in the Philippines

  • An OPC must appoint a company secretary, a treasurer, and other officers within 15 days of establishment. 
  • Generally, a paid-up share capital of US$200,000 for a domestic market enterprise must be deposited to a local Philippine bank before OPC incorporation is completed.
  • Corporations have an income tax rate of thirty percent (30%). In comparison, sole proprietorships only have an eight percent income tax rate (8%). The good thing is that despite a more significant income tax rate, corporations still enjoy more tax benefits than sole proprietorship firms.
  • An OPC cannot be incorporated if the industry it belongs to is included in the Foreign Investments Negative List.

Who May Form a One Person Corporation

  •  Natural Person of Legal Age 
  •  Trust*
  •  Estate

*The trust does not refer to a trust entity, but to the subject being managed by a trustee. 

Who Are Not Permitted to Form a One Person Corporation

  • Natural Person Licensed to Exercise a Profession**
  • Banks, Non-Bank Financial Institutions, and Quasi-Banks
  • Pre-Need, Trust, and Insurance Companies
  • Public and Publicly-Listed Companies
  • Non-Chartered Government-Owned and Controlled Corporations (GOCS)

**If the purpose of setting up the OPC is to exercise their profession.

General Requirements for starting a One Person Corporation in the Philippines:

  • Articles of Incorporation (Natural Person, Trust, or Estate)
  • Letter of Consent from the Nominee and Alternate Nominee
  • Cover Letter
  • Other requirements based on certain conditions:
      • Foreign Investments Act (FIA) Application Form for foreign natural individuals
      • Proof of Authority to Act on Behalf of the Trust or Estate for trusts and estates incorporating as a One Person Corporation
      • Affidavit of Undertaking to Change Company Name if not incorporated in the Articles of Incorporation
      • Tax Identification Number (TIN) for Filipino stockholders
      • Tax Identification Number (TIN) or Passport Number for Foreign single stockholder

Procedures for registering a One Person Corporation in the Philippines:

  1. Prepare documentary requirements for submission to the Securities and Exchange Commission (SEC). 
  2. Submit documentary requirements for processing and evaluation.
  3. Pay the required fees. 
  4. Present hard copies of signed and notarized documentary requirements and proof of payment for the fees. 
  5. Obtain a Certificate of Registration from the Securities and Exchange Commission (SEC). 
  6. In a span of 15 days after the issuance of the Certificate of Registration, the single stockholder should appoint a corporate secretary, a treasurer, and other officers. The stockholder should then notify the SEC within five days of the appointment.
Can I get help in starting my One Person Corporation in the Philippines?

Yes, you may ask for assistance in forming a one person corporation here in the country. Triple i Consulting has knowledge and skills about Philippine incorporation, startup businesses, and the Philippine taxation system that dates back to 10 years. , Triple i Consulting is the first ISO 9001:2008 company in the Philippines to offer business registration services to its clients. 

With a team of Philippine business strategy experts who can extend professional guidance for locals and foreign nationals looking to start their one person corporation in the Philippines, Triple i offers the following services and more:

Triple i Consulting provides more than the following services:

Start setting up a one person corporation by contacting us here, filling out the form below, calling us at +63 (02) 8540-9623, or emailing us at info@tripleiconsulting.com to book an initial consultation with one of our business registration experts.

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