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

Local and foreign entrepreneurs who want to set up a business in the Philippines without recruiting co-incorporators can register as a One-Person Corporation (OPC). It’s the only structure in the country that gives a solo founder both full control and a legal shield between personal and business assets — something a sole proprietorship can’t offer.

This guide walks through what an OPC is, who can (and can’t) form one, the full registration process, what happens after SEC approval, and the ongoing compliance you’re signing up for.

What Is a One-Person Corporation?

The Revised Corporation Code (RCC), or Republic Act No. 11232, took effect in 2019 and introduced the OPC as a new entity type under Philippine corporate law. Before the RCC, forming a corporation required at least five incorporators — which pushed many solo entrepreneurs into recruiting “dummy” co-incorporators just to qualify, or settling for a sole proprietorship with unlimited personal liability.

An OPC removes that requirement. A single stockholder can incorporate alone, and that person automatically serves as the corporation’s sole director and president. There’s no board of directors and no requirement to file corporate bylaws.

Under Section 116 of the RCC, only three types of entities are eligible to form an OPC:

• A natural person of legal age
• A trust (this refers to the trust arrangement being administered by a trustee, not a licensed trust company or institution)
• An estate (through its executor or administrator)

A note on foreign stockholders: A foreign natural person may form an OPC, but is still bound by the ownership caps and restrictions in the Foreign Investments Negative List (FINL). For a domestic market enterprise with more than 40% foreign equity, the Foreign Investments Act generally requires a minimum paid-in capital of US$200,000 — reduced to US$100,000 if the business uses advanced technology, or employs at least 15 direct Filipino employees, or exports at least 60% of its output. Export-oriented enterprises (exporting at least 70% of output) can be 100% foreign-owned without that capital floor, subject to the FINL.

Who Is Not Allowed to Register as an OPC

This is a critical piece the original guidance leaves out. The RCC and SEC rules bar several entities and individuals from using the OPC structure entirely:

• Banks, non-bank financial institutions, and quasi-banks
• Pre-need, trust, and insurance companies
• Public companies and publicly-listed companies
• Non-chartered government-owned and controlled corporations (GOCCs)
• Licensed professionals (lawyers, doctors, CPAs, engineers, etc.) — but only when the OPC would be used to practice that licensed profession. A CPA can’t incorporate an OPC to offer accounting services, for instance, unless a special law provides otherwise. The same person can form an OPC for an unrelated business activity.

These carve-outs exist because the excluded sectors are already subject to stricter, sector-specific regulatory regimes (BSP for banks, Insurance Commission for insurers, and so on), and because several professions are legally barred from being practiced through a corporate vehicle.

Key Features of an OPC

Limited liability. As a separate legal entity, the OPC — not the stockholder personally — is liable for its own debts and obligations. That said, this protection isn’t absolute: courts can disregard the corporate veil (making the stockholder personally liable) if the OPC is used to commit fraud, or if the stockholder fails to keep personal and corporate finances properly separated. Clean bookkeeping and clear contracts matter more in an OPC than in a multi-stockholder corporation, precisely because there’s no board to provide a check on the owner’s decisions.

Perpetual existence. Corporations under the RCC exist perpetually unless the Articles of Incorporation state a specific term — a shift from the old Corporation Code’s default 50-year lifespan. For an OPC formed by a trust or estate, existence is co-terminous with that trust or estate.

No mandatory minimum capital. The RCC does not require a minimum authorized or paid-up capital for an OPC, except where a specific law imposes one for a particular industry (e.g., financing companies, lending companies, or foreign-owned domestic market enterprises under the FIA thresholds noted above).

No bylaws required. Unlike an ordinary stock corporation, an OPC does not need to draft or file corporate bylaws — one less document to prepare at incorporation.

Open to foreign investors, subject to the FINL and applicable capital thresholds.

Full control, with a structural caveat: while the single stockholder is automatically the director and president, the RCC still requires a corporate secretary who must be a different person from the stockholder (and, per SEC guidance, a Filipino citizen and resident). A treasurer must also be appointed — the stockholder may hold this role too, but if they do, they must post a surety bond to the SEC, renewable periodically, sized to the corporation’s paid-in capital.

Mandatory nominee and alternate nominee. Because there’s no board to step in if something happens to the sole stockholder, the RCC requires every OPC to name a nominee and an alternate nominee in the Articles of Incorporation, along with their written consent. If the stockholder becomes incapacitated, the nominee temporarily takes over as director and president. If the stockholder dies, the nominee manages the corporation until the legal heirs settle who will take the stockholder’s place. This is a succession mechanism, not a transfer of ownership — the nominee doesn’t inherit the shares.

Convertibility. An existing multi-stockholder corporation can convert into an OPC if a single stockholder ends up acquiring all outstanding shares. Conversely, an OPC can convert into an ordinary stock corporation once it brings in additional stockholders, after notifying the SEC and completing the required amendments.

OPC vs. Sole Proprietorship vs. Ordinary Corporation

There’s no direct “conversion” path from a DTI-registered sole proprietorship to an OPC — you’d need to wind down the sole proprietorship (cancel permits, settle taxes) and incorporate the OPC as a new entity with its own TIN. Many founders who expect to scale choose to start as an OPC from day one to avoid that administrative overlap later.

How to Register an OPC: Step-by-Step

All OPC applications go through the SEC’s Electronic Simplified Processing of Application for Registration of Company (eSPARC), which has largely replaced manual, over-the-counter filing at the Company Registration and Monitoring Department (CRMD).

Step 1: Create and verify an eSECURE account. Before you can file anything in eSPARC, you need a credentialed eSECURE account — the SEC’s digital identity system. This involves registering with your personal details, verifying via OTP, paying a credentialing fee, uploading a government-issued ID, and completing a liveness/photo verification check. Once approved, this account gives you access to eSPARC, eSAP, and other SEC online platforms.

Step 2: Reserve your company name. Submit your proposed name through eSPARC. It must include the suffix “OPC” or the words “One Person Corporation” to clearly signal the structure to the public. Have two to three backup names ready in case your first choice is rejected or already in use.

Step 3: Complete the online Articles of Incorporation and upload supporting documents. Fill out the OPC-specific AOI template in eSPARC and upload your documentary requirements (see below).

Step 4: Pay the filing fees. Once your application is reviewed and qualified for payment, the SEC issues a Payment Assessment Form. Fees can be paid through the SEC’s online payment gateways or accredited banks.

Step 5: Submit notarized hard copies and proof of payment. Even with online filing, the SEC typically still requires two hard copies of the signed and notarized registration documents, submitted along with proof of payment, within the period specified in your approval notice (commonly within 60 calendar days).

Step 6: Receive your Certificate of Incorporation. This is the point at which your OPC gains legal personality.

Step 7: Appoint your officers and file the Form for Appointment (FAO). Within a set window after your Certificate of Incorporation is issued, you must appoint a treasurer, corporate secretary, and any other officers, then submit the Form for Appointment for One Person Corporation (FAO) to the SEC.

Documentary Requirements

• Articles of Incorporation (using the SEC’s OPC template, tailored to whether the stockholder is a natural person, trust, or estate)
• Written consent of the nominee and alternate nominee
• Treasurer’s affidavit/undertaking (especially where the single stockholder also serves as treasurer, acknowledging fiduciary responsibility and the surety bond requirement)
• Where applicable:
  • Proof of authority to act on behalf of a trust or estate (trust instrument, letters testamentary or of administration, or relevant court orders)
  • Foreign Investments Act (FIA) application form, for foreign natural persons
  • Affidavit of undertaking to change company name, if a proposed name isn’t yet finalized in the AOI
  • TIN for a Filipino single stockholder, or TIN/passport number for a foreign one

Fees You Should Budget For

SEC fees are generally calculated as a percentage of authorized capital stock, plus a Legal Research Fee (LRF), and they’re periodically revised by SEC memorandum circular — so treat the figures below as indicative, and confirm the exact current amounts against the Payment Assessment Form eSPARC generates for your specific application, or the SEC’s published fee schedule:

• Name reservation — a nominal per-name fee (historically in the ₱40–100 range)
• Articles of Incorporation filing fee — roughly 1/5 of 1% of the authorized capital stock (or subscription price, whichever is higher), subject to a minimum floor (historically around ₱1,000–2,000)
• Legal Research Fee (LRF) — 1% of the filing fee, subject to a small minimum
• FIA application fee — an additional charge if the single stockholder is a foreign natural person
• Documentary Stamp Tax (DST) on the original issuance of shares — this is not a flat fee; it’s computed at roughly ₱30 for every ₱200 (or fraction) of par value of shares issued, so it scales with your capital structure
• eSECURE credentialing fee and any notarization costs, which are separate from SEC fees

After SEC Approval: What Else You Need to Register

Getting your Certificate of Incorporation is the beginning, not the end, of setting up shop. This is the part most guides skip, and it’s where a lot of new OPCs run into trouble:

• BIR registration. Secure your OPC’s own TIN (separate from your personal TIN), register your Certificate of Registration (COR), register your books of accounts, and file BIR Form 1906 to get authority to print official receipts/invoices (or register through the BIR’s e-invoicing system, depending on your setup).
• Local government permits. Get a barangay clearance and a Mayor’s/Business Permit from the city or municipality where your principal office sits, plus fire and sanitary permits as required by that LGU.
• SSS, PhilHealth, and Pag-IBIG. If you have no employees yet, you can register just yourself as a voluntary member. Once you hire staff, you must register the OPC as an employer and remit mandatory contributions.
• Corporate bank account. Most banks will require your SEC Certificate of Incorporation, AOI, BIR COR, and valid IDs to open one.

Ongoing Compliance: What an OPC Must Keep Doing

An OPC’s reportorial burden is lighter than an ordinary corporation’s, but it’s not zero — and penalties for missing deadlines are real:

• Annual Audited Financial Statements (AFS), generally due within 120 calendar days from the end of the fiscal year, filed in the format required under the Securities Regulation Code.
• Disclosure of self-dealing and related-party transactions between the OPC and the single stockholder — a reporting requirement unique to the OPC structure, meant to substitute for the oversight a board would normally provide.
• Reporting officer appointments and changes via the FAO, within the deadlines discussed above.
• Maintaining the treasurer’s surety bond, if the stockholder self-appoints as treasurer, and applying for its release only through the proper SEC process if that role changes.

In February 2026, the SEC issued Memorandum Circular No. 10, Series of 2026, consolidating OPC reportorial rules and introducing a more proportionate penalty scale specifically for OPCs (previously, OPCs were fined under the same schedule as ordinary stock corporations). Under this circular, failing to file the initial FAO within the deadline carries a ₱10,000 penalty, while late filing of subsequent officer changes starts at ₱5,000 for a first offense and escalates with repeated violations. Given how recently this took effect, it’s worth checking the SEC’s website directly for the current version of this circular before relying on specific figures.

Common Mistakes to Avoid

• Treating the OPC like a sole proprietorship. Mixing personal and corporate funds, or skipping proper documentation of transactions between yourself and the OPC, undermines the liability protection you incorporated for in the first place.
• Forgetting the corporate secretary must be someone else. This trips up first-time founders who assume the “one person” in OPC means literally one person handles every role.
• Missing the FAO deadline. It’s an easy, avoidable penalty.
• Assuming no minimum capital means no capital planning. Your stated capital affects your filing fees, your DST, and — for foreign stockholders — your compliance with FIA thresholds.
• Skipping BIR and LGU registration after SEC approval, and only realizing you can’t legally issue receipts once a client asks for one.

Setting Up Your Next Venture

An OPC gives a solo founder something a sole proprietorship can’t: a legal wall between personal and business risk, paired with the flexibility of running the show without a board. As the regulatory environment around OPCs continues to mature — including the SEC’s 2026 update to reportorial penalties — staying current on compliance deadlines matters as much as getting the registration itself right.

If the paperwork feels like a lot to track on your own, working with a business registration or corporate compliance consultant can help you avoid costly delays, especially around the BIR and LGU steps that trip up many new OPCs.

This article is for general informational purposes and isn’t legal advice. Requirements, fees, and deadlines are set by SEC memorandum circulars that change periodically — confirm current details with the SEC or a qualified professional before filing.