One Person Corporations in the Philippines: Meaning, Advantages, and How to Register

June 11, 2025

The One Person Corporation (OPC), introduced under Republic Act No. 11232 or the Revised Corporation Code of 2019, is a game-changer for entrepreneurs in the Philippines. It offers a unique blend of the flexibility of a sole proprietorship and the limited liability protection of a corporation. We’ll explain what an OPC is, how it compares to a sole proprietorship, the Securities and Exchange Commission (SEC) requirements for business registration, and the steps to set one up.

What is a One Person Corporation?

An OPC is a corporate structure that allows a single individual, trust, or estate to form a corporation without the need for multiple shareholders or a board of directors. The sole stockholder serves as the incorporator, director, and president, enjoying full control over the business while benefiting from limited liability. This means personal assets are generally protected from business debts, unlike in a sole proprietorship.

OPCs are ideal for entrepreneurs seeking autonomy and legal protection. They’re open to both Filipino citizens and foreign nationals, subject to restrictions in certain industries like banking, insurance, and public utilities.

OPC vs. Sole Proprietorship: Key Differences

While both OPCs and sole proprietorships cater to solo entrepreneurs, they differ significantly:

Liability: In a sole proprietorship, the owner and the business are one legal entity, meaning personal assets (e.g., house, car) are at risk for business debts or liabilities. An OPC, however, is a separate legal entity, shielding the stockholder’s personal assets from business obligations, provided the corporation is adequately financed.
Taxation: Sole proprietors file personal income taxes. OPCs, as corporations, face a corporate income tax of 20% for small businesses (net taxable income not exceeding PHP 5 million and assets up to PHP 100 million) or 25% otherwise, per the CREATE Act.
Continuity: A sole proprietorship ceases to exist if the owner dies or becomes incapacitated, requiring heirs to reregister the business. An OPC has perpetual existence, with a nominee and alternate nominee designated to manage the business in case of the stockholder’s death or incapacity.
Registration: Sole proprietorships register with the Department of Trade and Industry (DTI), a simpler and cheaper process. OPCs require registration with the SEC, involving more complex documentation but offering greater legal protection.

SEC Requirements for OPC Registration

To register an OPC with the SEC, you’ll need to prepare the following documents:

Cover Sheet: A standard SEC form for OPC registration.
Articles of Incorporation: Must include the business name with “OPC” as a suffix, the purpose, principal office address, and details of the sole stockholder, nominee, and alternate nominee.
Written Consent of Nominee and Alternate Nominee: These individuals, who must be residents of the Philippines, will manage the OPC if the stockholder is unable to continue.
Proof of Authority (if applicable): For trusts or estates, provide documentation of the trustee’s or administrator’s authority.
Tax Identification Number (TIN): Required for the stockholder, especially for foreign nationals.
Filing Fees: Some small fees to process your application.

Preparing requirements for registering a corporation, including an OOPC, is best done with the help of a professional business registration service. The process is stringent, and errors in documentation can result in your registration being rejected.

How to Register an OPC in the Philippines

Follow these steps to register your OPC with the SEC:

Reserve a Business Name: Check name availability via the SEC eSPARC platform or at the SEC office. The name must be unique and include “OPC” as a suffix.
Prepare Documents: Draft the Articles of Incorporation, secure nominee consent, and gather other required documents. Ensure all documents are signed and notarized.

We recommend seeking expert help from a professional business registration service. This step requires strict adherence to SEC guidelines and errors may lead to registration denial.

Submit Application: File documents manually through the SEC’s Company Registration and Monitoring Department or online via eSECURE. Include proof of payment for filing fees.
Pay Fees: Pay the required fees, which vary based on capitalization.
Claim Certificate of Registration: Once approved, collect your Certificate of Registration from the SEC.
Appoint Officers: Appoint a corporate secretary (a Filipino citizen, not the stockholder) and treasurer (can be the stockholder with a surety bond). This must be done in fifteen days and you must notify the SEC of your choice within five days.
Post-Registration: Secure a Mayor’s Permit, register with the Bureau of Internal Revenue (BIR) for a TIN and books of accounts, and enroll with SSS, PhilHealth, and Pag-IBIG for employee benefits. Obtain additional permits and licenses your business may need. We highly recommend you consult with a professional business registration service to ensure you get all the necessary legal documents.

Examples of Possible OPC Businesses

One Person Corporations (OPCs) could include businesses such as:

Rice retailing
E-commerce ventures,
Small-to-medium scale manufacturing,
Business process outsourcing (BPO)
Trading businesses

Most businesses could be registered as an OPC provided they are not in regulated sectors like banking, insurance, or licensed professions such as law or medicine.

Why Choose an OPC?

An OPC is perfect for entrepreneurs who want the control of a sole proprietorship with the legal and financial protections of a corporation. It’s especially appealing for small and medium enterprises (SMEs) due to its tax benefits under the CREATE Act. However, certain businesses, like those involving professional practice (e.g., law, medicine) or regulated industries, cannot register as OPCs unless permitted by special laws.

Summary

Registering an OPC in the Philippines offers a great option for solo entrepreneurs seeking limited liability and operational flexibility. Compared to a sole proprietorship, it provides better asset protection and continuity but requires more paperwork and compliance. Carefully follow the SEC requirements and don’t hesitate to contact us to ensure a seamless and accurate OPC business registration.

Are You Registering a Business for the First Time? Here’s Where to Find Assistance

Registering a business in the Philippines can be a complex and challenging process. With numerous permits and licenses required by the government, it’s easy to miss a document or forget to renew it. Unfortunately, this can lead to costly fines or even force your operations to shut down.

That’s where Triple i Consulting comes in. Our team of experienced lawyers and accountants provides comprehensive support for your business registration, so you don’t have to stress over the paperwork. Our expertise and network enable us to streamline your registration process, ensuring it’s completed swiftly and correctly.

We’ll handle the permits and renewals so you can focus on what matters most—running your business and achieving financial success.