Under Philippine law, specifically Republic Act No. 11232, otherwise known as the Revised Corporation Code (RCC), a corporation is defined as an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incidental to its existence.

Navigating the legal landscape of the Philippines requires a clear understanding of the various corporate vehicles available to entrepreneurs and entities.

1. Stock vs. Non-Stock Corporations

The primary distinction in Philippine corporate law is based on the distribution of profits and the structure of capital.

Stock Corporations

These are the most common commercial entities. They have capital stock divided into shares and are authorized to distribute dividends to holders of such shares on the basis of surplus profits.

Purpose: Primarily for profit.
Governance: Governed by a Board of Directors.
Ownership: Measured by shareholdings.

Non-Stock Corporations

These are entities where no part of the income is distributable as dividends to its members, trustees, or officers.

Purpose: Charitable, religious, educational, professional, cultural, fraternal, literary, scientific, social, or civic service.
Governance: Governed by a Board of Trustees.
Profit Usage: Any profit obtained must be used to further the purpose of the corporation.

2. The One Person Corporation (OPC)

Introduced by the RCC in 2019, the OPC revolutionized the Philippine business landscape by allowing a single natural person, trust, or estate to form a corporation.

Single Stockholder: The lone stockholder is the sole director and president.
Liability: Offers the "corporate veil" (limited liability) to individual entrepreneurs, which was previously only available to groups of five or more.
Requirements: Must appoint a Treasurer and a Corporate Secretary (who cannot be the same person as the single stockholder), as well as a Nominee and Alternate Nominee to take over in case of the stockholder's death or incapacity.

3. Close Corporations

A close corporation is one whose articles of incorporation provide that:

All issued stock of all classes shall be held of record by not more than a specified number of persons, not exceeding twenty (20).
All issued stock shall be subject to specified restrictions on transfer.
The corporation shall not list in any stock exchange or make any public offering of its stock.

Note: Mining or oil companies, stock exchanges, banks, insurance companies, and public utilities cannot be organized as close corporations.

4. Special Corporations

The RCC provides for specific entities that cater to unique social or functional needs.

Educational Corporations

Governed by special laws and the regulations of the Department of Education (DepEd) or the Commission on Higher Education (CHED). They can be organized as either stock or non-stock.

Religious Corporations

Corporation Sole: Formed by the chief archbishop, bishop, priest, minister, rabbi, or other presiding elder of any religious denomination for the purpose of administering and managing the affairs and property of the denomination within their jurisdiction.
Religious Societies: Formed by a religious denomination, sect, or church to manage its affairs through a board of trustees.

5. Classification by Nationality

The place of incorporation and the "Control Test" determine the nationality of a corporation in the Philippines.

Type	Description
Domestic Corporation	Organized and existing under Philippine laws.
Foreign Corporation	Formed, organized, or existing under any laws other than those of the Philippines, and whose laws allow Filipino citizens and corporations to do business in its own country or state.

Foreign Corporations must secure a license from the Securities and Exchange Commission (SEC) to transact business in the Philippines. They may operate as:

Branch Office: Carries out the business activities of the head office and derives income from the Philippines.
Representative Office: Deals directly with the clients of the parent company but does not derive income from the Philippines.
Regional Headquarters (RHQ): Serves as a supervision, communications, and coordination center for subsidiaries.
Regional Operating Headquarters (ROHQ): Allowed to derive income by performing qualifying services to its affiliates.

6. Publicly-Listed vs. Private Corporations

While all corporations are technically private (unless they are Government-Owned or Controlled Corporations), they are further categorized by public participation.

Publicly-Listed Corporations: Companies whose shares are traded on the Philippine Stock Exchange (PSE). They are subject to rigorous disclosure requirements and oversight by the SEC.
Private/Closely-Held Corporations: Ownership is retained by a small group of individuals or a family, and shares are not offered to the general public.

Summary of Key Differences

Feature	Stock Corporation	Non-Stock Corporation	One Person Corporation
Minimum Incorporators	1 to 15 (Natural or Juridical)	At least 5	1 (Natural, Trust, or Estate)
Governance	Board of Directors	Board of Trustees	Single Director
Dividends	Distributable to stockholders	Prohibited	Distributable to lone owner
Term of Existence	Perpetual (unless stated)	Perpetual (unless stated)	Perpetual