In Philippine law, a corporation is an artificial being created by operation of law, having the right of succession, and possessing only the powers, attributes, and properties expressly authorized by law or incidental to its existence. In practical terms, it is a juridical person separate and distinct from its shareholders, members, directors, trustees, officers, and other persons connected with it.

The principal law governing corporations in the Philippines is the Revised Corporation Code of the Philippines or Republic Act No. 11232. It modernized Philippine corporate law, expanded incorporation options, simplified compliance in some areas, and introduced newer forms such as the One Person Corporation.

The phrase “different types of corporations” in the Philippine setting can refer to several classifications. A corporation may be classified according to:

the number of incorporators or ownership structure
whether it is stock or nonstock
whether it is ordinary or special
whether it is public or private in character
whether it is domestic or foreign
whether it is close, educational, religious, or otherwise specially regulated
whether it is created under the general corporation law or by a special charter

A complete legal discussion therefore requires looking at the subject from all these angles.

I. Basic Nature of a Corporation

Before discussing the types, it is useful to understand the characteristics common to corporations in the Philippines.

A corporation generally has:

1. A separate juridical personality

It is legally distinct from the natural persons behind it. Its assets are not the personal assets of its shareholders, and its obligations are generally not the personal obligations of its shareholders.

2. Limited liability

As a rule, shareholders are liable only up to the amount of their subscriptions. This is one of the main reasons for choosing the corporate form.

3. Centralized management

Management is vested in the board of directors for stock corporations and the board of trustees for nonstock corporations.

4. Perpetual existence

Under the Revised Corporation Code, corporations generally enjoy perpetual existence unless the articles of incorporation provide otherwise.

5. Transferability of interests

In stock corporations, shares are generally transferable, subject to law, the articles, bylaws, and valid shareholder agreements.

6. Creation by law

A corporation exists only upon compliance with statutory requirements and issuance of the certificate of incorporation by the Securities and Exchange Commission, unless it is created by a special charter.

II. Main Classification: Stock and Nonstock Corporations

The first and most fundamental classification in Philippine law is between stock corporations and nonstock corporations.

A. Stock Corporation

A stock corporation is one authorized to issue capital stock divided into shares, and to distribute to its shareholders dividends or allotments of surplus profits on the basis of the shares held.

Essential characteristics

To be considered a stock corporation, two features generally must concur:

it has capital stock divided into shares
it is authorized to distribute dividends or profits to shareholders

Typical examples

ordinary business corporations
family corporations
holding companies
real estate corporations
manufacturing companies
trading corporations
banks and insurance companies, subject to special laws
professional service companies, if allowed within regulatory limits

Legal consequences

A stock corporation has:

shareholders, not members
a board of directors
share subscriptions and paid-in capital
rights attached to shares, such as voting rights, dividend rights, appraisal rights, and pre-emptive rights, subject to law and corporate documents

Capital structure

Stock corporations may issue:

common shares
preferred shares
redeemable shares
treasury shares
no-par value shares, subject to legal limits
par value shares

The articles of incorporation must state the authorized capital stock if required, the number of shares into which it is divided, the par value if any, and other matters required by law.

Subscription and payment

A person becomes a shareholder through subscription or transfer. Unpaid subscriptions may be collected by the corporation, and delinquent shares may be sold following statutory procedure.

B. Nonstock Corporation

A nonstock corporation is one where no part of its income is distributable as dividends to its members, trustees, or officers, subject to reasonable compensation and proper purposes stated by law.

Essential characteristics

no capital stock divided into shares
no distribution of income as dividends to members
formed for purposes other than profit distribution

Typical examples

charitable organizations
religious associations
educational institutions organized as nonstock entities
scientific, cultural, and civic organizations
social welfare organizations
trade, industry, and professional associations
homeowners’ or condominium associations in some legal settings, depending on structure
foundations

Governance

A nonstock corporation has:

members, not shareholders
a board of trustees, not a board of directors
assets that must generally be used in furtherance of corporate purposes

Profit is not forbidden

A nonstock corporation may earn income. What the law prohibits is the distribution of that income as dividends to members or trustees. Surplus must generally be used to further the organization’s purposes.

Dissolution and asset distribution

Upon dissolution, residual assets are not simply divided among members as in an ordinary stock corporation. Distribution depends on law, the articles, bylaws, donor restrictions, trust principles, and the nature of the organization.

III. One Person Corporation

One of the most important innovations in Philippine corporate law is the One Person Corporation or OPC.

A. Definition

An OPC is a stock corporation with a single stockholder, who may be:

a natural person
a trust
an estate

It is intended to allow a single entrepreneur or owner to enjoy the advantages of the corporate form without the old requirement of multiple incorporators.

B. Who may not form an OPC

Certain entities or activities are excluded. As a rule, an OPC cannot be formed for purposes that are reserved by law to particular entities or which, by their nature, require broader ownership or a special organizational form. Banks, quasi-banks, pre-need companies, trust companies, insurance companies, public and publicly listed companies, and certain other specially regulated entities are not allowed to organize as OPCs unless specially permitted by law.

Also, a natural person licensed to exercise a profession may not organize as an OPC for the purpose of practicing that profession unless a special law allows it.

C. Characteristics of an OPC

single stockholder
no minimum capital stock unless required by special law
no need for corporate bylaws
a nominee and alternate nominee must generally be designated
the single stockholder may also be the sole director and president
the single stockholder cannot be the corporate secretary unless otherwise permitted by law
the single stockholder cannot simultaneously act as treasurer unless a bond or other requirements are satisfied under applicable rules

D. Advantages

simplifies incorporation for sole business owners
preserves separate juridical personality
provides potential limited liability
easier continuity through nominee arrangements

E. Risks and legal cautions

Although an OPC offers limited liability, courts and regulators may still disregard the corporate fiction in proper cases, such as:

fraud
bad faith
commingling of funds
undercapitalization in abusive circumstances
using the corporation to evade obligations

Because the same person often controls and benefits from the corporation, observance of legal formalities is especially important.

IV. Close Corporation

A close corporation is a special type of stock corporation designed for a small number of persons with restricted share ownership and reduced separation between ownership and management.

A. Characteristics

Traditionally, a close corporation has the following features:

the articles provide that all issued stock of all classes shall be held by not more than a limited number of persons
all issued stock is subject to one or more restrictions on transfer
the corporation does not list its shares on any stock exchange and does not make a public offering

Under Philippine law, the concept remains important even after the Revised Corporation Code, although one must read the specific statutory provisions carefully.

B. Purpose

It is often used for:

family businesses
small private enterprises
enterprises where owners want tight control over ownership and management

C. Distinctive legal features

Close corporations may validly operate with arrangements not common in ordinary corporations, such as:

shareholder agreements that effectively manage the corporation
dispensing with or limiting the board in certain cases
direct management by shareholders
transfer restrictions to prevent outsiders from acquiring shares

D. Common issues

deadlocks among shareholders
abuse by controlling shareholders
oppression of minority shareholders
valuation disputes when a shareholder exits
inheritance and succession problems in family corporations

Because ownership is restricted and shares are not publicly traded, the law and jurisprudence are especially concerned with fairness and equitable treatment among shareholders.

V. Ordinary Private Corporation

An ordinary private corporation is the usual business corporation not falling under a special category such as OPC, close corporation, nonstock corporation, or government-chartered corporation.

This is the standard form used by most businesses in the Philippines.

Characteristics

formed under the Revised Corporation Code
private ownership
usually stock corporation
managed by a board of directors
may have two or more incorporators, subject to statutory rules
may engage in lawful purposes, unless a special law requires a different form

This category includes a very wide range of enterprises, from small family-owned firms to large conglomerates, so long as they are not public corporations in the governmental sense and are not formed by special charter.

VI. Corporation Sole

A corporation sole is a special form available for the administration of the temporalities and properties of a religious denomination, church, sect, or religious society.

A. Nature

It is created by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of a religious organization, as allowed by law, for the purpose of administering and holding property and managing affairs related to the religious entity’s temporal concerns.

B. Purpose

The corporation sole exists mainly to hold, administer, and transmit church property in a legally continuous way, even if the person occupying the ecclesiastical office changes.

C. Key features

usually only one officeholder acts as the corporation sole
succession attaches to the office, not merely to the person
used for property administration
distinct from an ordinary stock or nonstock corporation

D. Practical importance

It solves property and continuity issues for churches and religious organizations whose leadership changes over time. It also simplifies the legal ownership of ecclesiastical properties.

VII. Religious Corporations Other Than Corporation Sole

Religious entities in the Philippines may also organize as religious societies or other nonstock corporations, depending on their structure and purposes.

Distinction from corporation sole

A corporation sole centers on a single ecclesiastical office. A religious nonstock corporation, by contrast, is organized more like an association with members or trustees.

When used

convents
missionary groups
congregational churches
religious educational and charitable institutions

The choice depends on governance style, doctrinal structure, property ownership concerns, and administrative convenience.

VIII. Educational Corporations

Educational institutions may be organized as stock or nonstock corporations, subject to the Constitution, the Revised Corporation Code, and education laws and regulations.

A. General rule

Private educational institutions are often organized as corporations, but they are subject to special rules on governance, nationality where applicable, and sector-specific oversight.

B. Stock educational corporations

These are privately owned educational institutions organized for profit, subject to legal restrictions.

C. Nonstock educational corporations

Many schools, colleges, and universities are organized as nonstock corporations, especially where the educational mission is primary and surplus is reinvested into operations.

D. Special legal considerations

Educational corporations are not governed only by corporation law. They are also regulated by:

the Constitution
the Department of Education
the Commission on Higher Education
the Technical Education and Skills Development Authority
other applicable laws and issuances

Issues often include:

nationality restrictions
board composition
nonprofit status
tax treatment
use of revenues
educational standards and permits

IX. Public and Private Corporations

Another classic legal classification is between public corporations and private corporations.

A. Public Corporation

In the legal sense, a public corporation is one formed or organized for government or public purposes as part of the machinery of the State.

Examples

provinces
cities
municipalities
barangays
certain government instrumentalities created as corporate entities

These are not ordinary business corporations under the Revised Corporation Code, even though they may possess corporate powers.

B. Private Corporation

A private corporation is formed for private interest, benefit, purpose, or enterprise, even if it serves a socially useful function.

Important note

A corporation does not become a public corporation merely because:

it is heavily regulated
it serves the public
it provides utilities
government owns some shares

The legal distinction depends on its nature and the law creating it.

X. Government-Owned or Controlled Corporations

A major special category in the Philippines is the Government-Owned or Controlled Corporation or GOCC.

A. Nature

A GOCC is a corporation where the government has ownership or control, directly or indirectly, usually through capital stock or as constituted by law.

B. Ways of creation

A GOCC may be:

created by special charter
organized under the general corporation law with government ownership

C. Governing law

GOCCs are not governed solely by the Revised Corporation Code. They may also be subject to:

their special charters
the GOCC Governance Act
Commission on Audit rules
civil service rules in some contexts
procurement and budget laws
administrative law principles

D. Examples in concept

These may include:

state financial institutions
government service corporations
infrastructure and development corporations
social insurance or public service entities, depending on charter

E. Why this matters

GOCCs sit at the intersection of public law and private corporate law. Their officers, funds, powers, liabilities, and governance rules are often different from those of ordinary private corporations.

XI. Chartered Corporations and Corporations by Special Law

Some corporations are created not under the general corporation statute but by special charter.

A. Chartered corporation

A chartered corporation is created by a specific legislative act or constitutional authority rather than by filing articles with the SEC.

Examples in concept

certain government corporations
government instrumentalities with corporate powers
state-created entities for public service or regulation

B. Distinction from ordinary corporations

Ordinary domestic corporations are formed by compliance with the Revised Corporation Code and registration with the SEC. Chartered corporations derive their existence directly from the charter.

C. Legal significance

Their powers, structure, purposes, liabilities, and governance are determined primarily by the special law creating them, though the Corporation Code may apply suppletorily where not inconsistent.

XII. Domestic and Foreign Corporations

Corporations in the Philippines are also classified according to place of incorporation.

A. Domestic Corporation

A domestic corporation is one incorporated under Philippine law.

Characteristics

created under the Revised Corporation Code or by Philippine special law
governed primarily by Philippine law
may engage in business in the Philippines subject to its articles, licenses, and applicable sectoral regulation

B. Foreign Corporation

A foreign corporation is one formed, organized, or existing under laws other than those of the Philippines.

Important rule

A foreign corporation cannot simply do business in the Philippines without complying with Philippine requirements. If it is “doing business” in the Philippines, it generally must secure a license to do so, unless the activity falls short of doing business or is otherwise exempt.

Tests and issues

Whether a foreign corporation is “doing business” is a legal question determined by law, regulations, and facts. Recurring commercial acts, maintaining local presence, continuity of dealings, or pursuing the corporation’s core business locally may indicate doing business.

Consequences of noncompliance

An unlicensed foreign corporation doing business in the Philippines may be barred from maintaining an action in Philippine courts, though it may still be sued.

Modes of entry

A foreign corporation may enter the Philippine market through:

subsidiary corporation
branch office
representative office
regional headquarters or regional operating headquarters, where applicable
joint venture arrangements
distributorship or agency arrangements, depending on the facts

XIII. De Jure, De Facto, and Corporation by Estoppel

These are not “types” in the commercial sense, but they are important legal classifications.

A. De Jure Corporation

A de jure corporation is one validly existing in full compliance with the law.

Requisites

a valid law under which it may be incorporated
substantial or full compliance with statutory requirements
issuance of the certificate of incorporation or legal creation under the applicable law

This is the ideal and normal form.

B. De Facto Corporation

A de facto corporation exists where there has been:

a valid law under which a corporation may be formed
a bona fide attempt to organize under that law
actual use or exercise of corporate powers

Although imperfectly organized, it may be treated as a corporation as against third persons except in direct proceedings by the State.

C. Corporation by Estoppel

This doctrine applies where persons assume to act as a corporation without authority and are prevented, in fairness, from denying the corporate existence to escape liability, or where a third person who dealt with the entity as a corporation is also prevented from later denying its corporate status when justice so requires.

Significance

It is a doctrine of fairness and reliance, not a fully valid corporation in the regular sense.

XIV. Open Corporation and Publicly Held Corporation

While Philippine corporate law often emphasizes private and close corporations, practice also recognizes broader ownership structures.

A. Open or widely held corporation

This refers to a corporation with many shareholders and relatively free transferability of shares.

B. Publicly held corporation

This usually refers to a corporation whose securities are held by the public or subject to securities regulation, especially if listed or widely distributed.

Such entities are often subject to additional rules under securities laws and regulations, including disclosure, corporate governance, and protection of public investors.

Important distinction

A publicly held corporation is not the same as a public corporation in the governmental sense. One is private enterprise with public investors; the other is governmental in character.

XV. Publicly Listed Companies

A publicly listed company is a corporation whose shares are listed and traded on a stock exchange, such as the Philippine Stock Exchange.

Characteristics

broader public ownership
strict disclosure obligations
enhanced corporate governance standards
market regulation
minority investor protection mechanisms

These are usually stock corporations and may be domestic or, where allowed, related to foreign structures through Philippine vehicles.

The Revised Corporation Code interacts here with securities laws, exchange rules, and SEC regulations.

XVI. Special Corporations Under Sectoral Regulation

Many corporations are ordinary in form but “special” in regulation because they operate in sensitive or regulated sectors.

A. Banks and quasi-banks

Governed not only by corporate law but also by banking laws and Bangko Sentral regulations.

B. Insurance companies

Subject to the Insurance Code and supervision by the Insurance Commission.

C. Pre-need companies

Subject to special regulation because they handle pre-arranged plans and public funds.

D. Financing and lending companies

Governed by special laws and SEC requirements.

E. Public utilities and public services

May be subject to nationality requirements, franchise rules, and sector-specific regulation.

F. Securities intermediaries

Broker-dealers, exchanges, and related institutions are subject to capital market regulation.

G. Cooperatives

Strictly speaking, cooperatives are not corporations under the Revised Corporation Code. They are governed by a separate legal framework. This distinction is important because many people mistakenly treat cooperatives as ordinary corporations.

XVII. Corporations Aggregate and Corporation Sole

A traditional classification distinguishes corporation aggregate from corporation sole.

A. Corporation Aggregate

A corporation aggregate consists of more than one person united in one body under law.

Examples

stock corporations
nonstock corporations
most ordinary corporations

B. Corporation Sole

As already discussed, a corporation sole consists legally of one officeholder and successors in office, typically for religious property administration.

This classical distinction remains useful in legal theory and bar-review style discussions.

XVIII. Eleemosynary and Civil Corporations

Another older classification, still occasionally encountered in legal writing, is between eleemosynary and civil corporations.

A. Eleemosynary corporations

These are charitable or benevolent corporations, often corresponding to modern nonstock, charitable, or religious corporations.

B. Civil corporations

These are organized for secular purposes, whether profit or nonprofit.

This classification has more historical than practical importance today, but it remains doctrinally relevant.

XIX. Ecclesiastical and Lay Corporations

This is another classical distinction.

A. Ecclesiastical corporations

Those organized for religious purposes, such as corporation sole and some religious nonstock corporations.

B. Lay corporations

Those organized for nonreligious purposes.

Again, this is mostly a doctrinal classification, but it helps in understanding historical legal categories.

XX. Subclassification of Stock Corporations by Ownership and Control

Within stock corporations, further distinctions are often made.

A. Parent corporation

A corporation controlling another corporation through stock ownership or other legal means.

B. Subsidiary corporation

A corporation controlled by a parent.

C. Holding corporation

One organized primarily to hold shares or interests in other corporations.

D. Affiliate

A corporation related to another by common ownership or control.

E. Joint venture corporation

A corporation formed by two or more parties for a specific enterprise or business undertaking.

These are not separate statutory “types” in all cases, but they are important in corporate practice, competition law, taxation, and group structure analysis.

XXI. Corporation Classified by Nationality

The nationality of a corporation is a major issue in the Philippines because of constitutional and statutory restrictions in certain economic areas.

A. Philippine national corporation

A corporation considered Filipino under applicable nationality rules, usually based on equity ownership and control tests.

B. Foreign-owned corporation

One where foreign equity exceeds statutory or constitutional limits for a restricted activity, or where control tests indicate foreign nationality.

Why nationality matters

Nationality affects whether a corporation may engage in:

land ownership
operation of public utilities, where constitutionally or statutorily restricted
exploitation of natural resources
certain educational and mass media activities
other partially or fully nationalized areas

Tests used

Philippine law has used different methods depending on context, including:

the control test
the grandfather rule, in proper cases

Nationality is therefore not a simple matter of where a corporation was incorporated. A domestic corporation may still be foreign-controlled for certain legal purposes.

XXII. Corporation Classified by Duration

Although perpetual existence is now the default, corporations may still be classified by duration.

A. Perpetual corporation

One with perpetual existence, unless sooner dissolved.

B. Term corporation

One whose articles specify a fixed term.

A term corporation may extend or shorten its corporate term in accordance with law.

XXIII. Corporation Classified by Purpose

A corporation may also be classified according to its purpose.

A. Business or profit corporation

Organized primarily for profit.

B. Charitable corporation

Organized for benevolent or charitable purposes.

C. Educational corporation

Organized to operate schools or educational institutions.

D. Religious corporation

Organized for religious functions or property administration.

E. Professional or trade association

Usually organized as a nonstock corporation.

F. Foundation

Often a nonstock, nonprofit entity established for philanthropic, educational, scientific, or charitable objectives.

Purpose affects regulatory treatment, tax implications, eligibility for incentives, and governance structure.

XXIV. Corporation Classified by Manner of Creation

A. By general law

Most corporations are created under the Revised Corporation Code through SEC registration.

B. By special act or charter

Some are created directly by the State through legislation.

This is a crucial classification because it determines the corporation’s legal source, powers, and applicable governance framework.

XXV. Corporation Classified by Membership Structure

A. Membership corporation

Typically a nonstock corporation where rights are based on membership rather than share ownership.

B. Share corporation

A stock corporation where rights are generally tied to shares.

This affects voting, transferability, beneficial ownership, and methods of corporate participation.

XXVI. Foundations, Associations, and Similar Nonstock Entities

Philippine practice often uses corporate forms for organizations that are not business enterprises.

A. Foundation

A foundation is typically established for charitable, educational, cultural, religious, or social welfare purposes. It is usually nonstock and nonprofit.

B. Association

Trade associations, alumni associations, homeowners’ groups, and civic associations may organize as nonstock corporations.

C. NGO form

Many nongovernmental organizations adopt the nonstock corporation structure to obtain juridical personality, continuity, and governance structure.

These entities must still comply with corporate reporting requirements and, where applicable, tax-exempt and regulatory rules.

XXVII. Practical Comparison of Major Philippine Corporate Types

1. Ordinary Stock Corporation

Best for:

profit-making businesses with multiple owners

Key features:

shares of stock
board of directors
dividends allowed
flexible ownership structure

2. One Person Corporation

Best for:

a sole entrepreneur wanting limited liability and separate personality

Key features:

one stockholder only
simplified structure
special rules on nominee and officers

3. Close Corporation

Best for:

family-owned or closely held businesses

Key features:

transfer restrictions
limited number of shareholders
more personalized management

4. Nonstock Corporation

Best for:

charities, schools, religious groups, associations

Key features:

no shares
no dividends
board of trustees
mission-oriented governance

5. Corporation Sole

Best for:

religious officeholders administering church property

Key features:

centered on one ecclesiastical office
continuity of property administration

6. Chartered or GOCC Corporation

Best for:

public or government-related functions where the State creates or controls the entity

Key features:

special charter or government control
subject to public law overlays

7. Foreign Corporation Licensed in the Philippines

Best for:

foreign entities directly entering the Philippine market

Key features:

formed abroad
must comply with Philippine licensing if doing business here

XXVIII. Key Distinctions Often Asked in Philippine Legal Study

Stock vs Nonstock

Stock: has shares and may distribute dividends
Nonstock: no shares and no dividend distribution to members

Director vs Trustee

Directors govern stock corporations
Trustees govern nonstock corporations

Shareholder vs Member

Shareholder owns shares in a stock corporation
Member belongs to a nonstock corporation

Domestic vs Foreign

Domestic: incorporated under Philippine law
Foreign: incorporated under foreign law

Close vs Ordinary

Close: limited ownership and transfer restrictions
Ordinary: broader ownership and standard corporate governance

Public corporation vs Publicly listed corporation

Public corporation: governmental or municipal in nature
Publicly listed corporation: private corporation listed on an exchange

Chartered corporation vs SEC-registered corporation

Chartered: created by special law
SEC-registered: formed under the general corporation statute

XXIX. Relationship Between Corporate Type and Liability

The corporate type matters because it affects liability exposure.

In ordinary stock corporations

Shareholders are generally liable only to the extent of their investment.

In OPCs

The sole stockholder enjoys limited liability in principle, but because control is concentrated, courts may scrutinize abuse more closely.

In nonstock corporations

Members do not automatically bear personal liability for corporate obligations.

In corporations by estoppel

Those acting without valid authority may incur personal liability.

In GOCCs or chartered corporations

Liability rules can be shaped by public law and special statutory provisions.

In all types, limited liability is not absolute. It may be disregarded when the corporate fiction is misused.

XXX. Piercing the Veil of Corporate Fiction Across Corporate Types

Whatever the classification, Philippine law recognizes that courts may pierce the veil of corporate fiction in proper cases.

This happens when the corporation is used:

to defeat public convenience
to justify wrong
to protect fraud
to defend crime
to evade obligations
as a mere alter ego, conduit, or instrumentality

This doctrine is especially relevant in:

family corporations
one person corporations
undercapitalized entities
parent-subsidiary structures
labor and tax cases
sham or shell corporations

The doctrine does not destroy the corporation; it merely disregards separateness for a particular case to prevent injustice.

XXXI. Compliance and Governance Differences by Type

The type of corporation affects compliance duties.

Stock corporations

Common concerns:

board meetings
shareholder meetings
subscription records
transfer books
dividends
capital structure amendments

Nonstock corporations

Common concerns:

membership rules
trustee elections
use of funds
donor restrictions
nonprofit compliance

OPCs

Common concerns:

written resolutions
nominee designation
related-party discipline
separation of personal and corporate assets

Foreign corporations

Common concerns:

license to do business
resident agent
inward remittances where required
local reporting

GOCCs and chartered corporations

Common concerns:

charter limitations
audit
public accountability
governance standards

XXXII. Tax and Regulatory Implications

Corporate type also affects taxation and regulation.

Stock corporations

Usually taxed as ordinary corporations, subject to the National Internal Revenue Code and special tax laws.

Nonstock, nonprofit corporations

May qualify for exemptions or preferential treatment, but exemption is never presumed. The entity must satisfy constitutional, statutory, and tax-law requirements, and actual use of income and assets matters.

Educational and charitable corporations

May enjoy special treatment if all legal requisites are met.

Religious corporations

May have exemptions concerning properties actually, directly, and exclusively used for religious, charitable, or educational purposes, subject to constitutional and tax rules.

Foreign corporations

May face different tax treatment depending on whether they are resident foreign corporations, nonresident foreign corporations, branches, subsidiaries, or representative offices.

XXXIII. What Is Not a Corporation Under the Revised Corporation Code

To fully understand types of corporations, it helps to know what does not fall under them.

1. Partnership

A partnership is not a corporation. It is governed primarily by the Civil Code.

2. Sole proprietorship

A sole proprietorship has no separate juridical personality apart from the owner.

3. Cooperative

A cooperative is governed by cooperative law, not ordinary corporation law.

4. Association without incorporation

An unregistered association may lack juridical personality or have limited legal status.

5. Government agency without separate corporate personality

Not every government office with public functions is a corporation.

This matters because people often loosely use the word “company” for all business forms, when legally they are very different.

XXXIV. How to Determine What Type of Corporation an Entity Is

In Philippine legal analysis, identifying the type of corporation requires checking:

the law under which it was created
the articles of incorporation or charter
whether it has shares of stock
whether it can distribute profits as dividends
whether it has members or shareholders
whether it is government-owned or controlled
whether it is domestic or foreign
whether it is single-owner or multi-owner
whether transfer restrictions exist
whether it serves public, charitable, religious, educational, or commercial purposes
whether special laws regulate it

No single label tells the whole story. A corporation can belong to several classifications at once.

For example, one entity may be:

a domestic
stock
close
family-owned
private
term
holding corporation

Another may be:

a domestic
nonstock
nonprofit
educational
religiously affiliated corporation

Another may be:

a foreign
stock
licensed
wholly owned subsidiary operating in the Philippines

XXXV. Summary of the Different Types of Corporations in the Philippines

In the Philippine legal setting, the major types and classifications of corporations include:

By profit structure

stock corporations
nonstock corporations

By number of owners

one person corporations
multi-person corporations

By ownership openness

close corporations
ordinary or widely held corporations
publicly held or publicly listed corporations

By legal source

corporations formed under the Revised Corporation Code
corporations created by special charter

By public or private character

public corporations
private corporations
government-owned or controlled corporations

By place of incorporation

domestic corporations
foreign corporations

By special purpose

corporation sole
religious corporations
educational corporations
charitable or eleemosynary corporations
holding corporations
joint venture corporations

By legal validity status

de jure corporations
de facto corporations
corporations by estoppel

By nationality and control

Filipino corporations
foreign-owned or foreign-controlled corporations, depending on applicable tests

By duration

perpetual corporations
term corporations

Conclusion

The law on corporations in the Philippines is not limited to one neat list of rigid categories. Rather, it is a network of overlapping classifications. The most important starting point is the distinction between stock and nonstock corporations. From there, the law recognizes special structures such as the One Person Corporation, close corporation, corporation sole, foreign corporation, GOCC, and chartered corporation, while also using classical legal categories such as public vs private, de jure vs de facto, and corporation aggregate vs corporation sole.

To understand what kind of corporation a Philippine entity is, one must look not only at the Revised Corporation Code but also at the Constitution, special statutes, SEC rules, sectoral regulations, nationality restrictions, and the entity’s own articles or charter. That is why the phrase “different types of corporations in the Philippines” is legally broad: it includes not just forms of business organization, but also categories based on ownership, purpose, creation, validity, nationality, and regulatory treatment.

In Philippine corporate law, the true type of a corporation is ultimately determined not by what it is casually called, but by the law that creates it, the structure it adopts, the purpose it serves, and the rules that govern its existence.