One Person Corporation in the Philippines

Simplify business registration in the Philippines with our expert assistance for One Person Corporations (OPCs)! Combining the best of both sole proprietorship and corporation structures, OPCs offer convenience and flexibility. Focus on your business vision while we handle the registration intricacies - start your journey to success with ease today!
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Definition of a One Person Corporation

A one person corporation or OPC is a form of business structure with the qualities of both a sole proprietorship and a corporation. Introduced last 2019 in the Revised Corporation Code of the Philippines or Republic Act No. 11232, an OPC allow an individual to create an enterprise without requiring a board of directors. A one person corporation can have the owner as the president, director, and shareholder.

Pros and Cons of a One Person Corporation

As with all business entities, creating a one person corporation has its pros and cons. Read below to find out what they are.

Pros of a One Person Corporation

  • Existing corporations can restructure themselves as an OPC if an individual obtains all the enterprise shares. 
  • A foreigner may become the sole shareholder unless the industry he is engaged in is part of the Foreign Investment Negative List.
  • The sole shareholder has liabilities only up to the extent of his assets. 
  • The OPC’s legal entity, not the shareholder, is the one liable for the company’s debts. 
  • An OPC has perpetual existence despite bankruptcy, change of ownership, etc. 
  • It does not typically require a minimum capital requirement unless stated by the law.

Cons of a One Person Corporation

  • The income tax rate for corporations is thirty percent (30%) compared to sole proprietorships’ eight percent (8%). Despite this, corporations can benefit from more tax exemptions. 
  • Foreigners owning OPCs will not be able to incorporate their corporations if their industry belongs to the Foreign Investments Negative List. 
  • Requirements include the appointment of a treasurer, a secretary, and other officers within fifteen (15) days of setting up. 
  • The incorporation process includes depositing a paid-up share Philippine Peso capital equivalence of US$200,000 to a local Philippine bank.

Who Can Form a One Person Corporation

  • A natural person of legal age
  • Trust* 
  • Estate
  • A foreign natural person may also establish an OPC but is subject to capital requirements and limitations on foreign participation in specific investment areas.

*Trust does not refer to a trusted entity, but the subject being managed by the trustee

Who Cannot Form a One Person Corporation

  • Banks, non-bank financial institutions, and quasi-banks
  • A natural person licensed to exercise a profession**
  • Non-chartered government-owned and controlled corporations (GOCC)
  • Pre-need, trust, and insurance companies
  • Public and publicly listed companies

** If the purpose of the OPC establishment is to exercise their profession

General Requirements for OPC Registration

  • Articles of Incorporation stating:
    • Name of corporation
    • Name and details of the sole stockholder
    • Main objective
    • Terms of existence
    • Nominee and alternate nominee
    • Tax Identification Number and Passport Number
  • Letter of Intent (Cover Letter)
  • Consent Letter from the nominee or alternate nominee
  • Other requirements, if applicable:
    • Foreign Investments Act Application Form (FIA) for foreign natural persons
    • Authorization to act on behalf of the estate or trust 
    • Tax Identification Number for Filipino stockholder(s)
    • Tax Identification Number for foreign single stockholder
    • Affidavit to change company name if not incorporated in the Articles of Incorporation

Steps for One Person Corporation Registration

  • Check the availability of the proposed company name at the Securities and Exchange Commission (SEC) office in Pasay City.
  • Submit required documents to SEC for assessment and processing. 
  • Pay the fees.
  • Submit copies of the signed and notarized documentary requirements and the proof of payment to the SEC Company Registration and Monitoring Department (CRMD). 
  • Claim your certificate of registration as an OPC from the SEC. 
  • Within 15 days after issuing the Certificate of Registration, the single stockholder must appoint a company treasure, secretary, and other officers. Afterward, the stockholder should inform the SEC within five days of the appointment.

Get Ready to Set Up a One Person Corporation

Start your journey towards setting up a one person corporation in the Philippines. If you still have questions or need help starting, let  guide you through the process. 

Business Registration Philippines is a website dedicated in helping investors and business owners in establishing and incorporating their enterprises. It is a microsite of Triple i Consulting Inc. 

Triple i Consulting is the first ISO 9001:2008 company in the Philippines to offer business registration services to its clients. It specializes in business registration, Philippine incorporation, Philippine taxation, and many more. 

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