Registering a One Person Corporation in the Philippines is now largely an online process through the Securities and Exchange Commission’s digital systems. The application itself can be completed quickly when the proposed business has a standard structure, but obtaining the SEC Certificate of Incorporation is only the first stage. The owner must also appoint the required officers, comply with nominee and treasurer-bond rules, register with the Bureau of Internal Revenue, secure local permits, and maintain the separation between personal and corporate funds that makes limited liability possible.

What Is a One Person Corporation?

A One Person Corporation, commonly called an OPC, is a stock corporation with only one stockholder. It has a legal personality separate from its owner, just like an ordinary corporation with several stockholders.

An OPC may generally be formed by:

One natural person;
A trust, acting through its trustee; or
An estate, acting through its executor, administrator, or other authorized fiduciary.

The single stockholder is automatically the OPC’s sole director and president.

The OPC structure was introduced by the Revised Corporation Code of the Philippines, Republic Act No. 11232, which took effect in 2019. Sections 115 to 132 of the law contain the principal rules governing OPCs. (Supreme Court E-Library)

Who cannot form an OPC?

An OPC cannot be used by or for:

Banks and quasi-banks;
Preneed companies;
Trust companies;
Insurance companies;
Public and publicly listed companies;
Non-chartered government-owned or controlled corporations; and
Licensed professionals seeking to practice their regulated profession through an OPC, unless a special law permits it.

For example, a person may ordinarily form an OPC for a consulting, retail, technology, construction, food, logistics, or property-management business. A licensed physician, lawyer, accountant, architect, or other professional cannot simply create an OPC to practice the profession when professional and ethical rules require a different organizational form.

OPC vs. Sole Proprietorship

An OPC is not the same as a sole proprietorship registered with the Department of Trade and Industry.

Issue	One Person Corporation	Sole Proprietorship
Registering agency	Securities and Exchange Commission	Department of Trade and Industry
Legal personality	Separate from the owner	Owner and business are legally the same
Liability	Generally limited to corporate assets, subject to exceptions	Owner is personally liable for business debts
Business name	Corporate name ending in “OPC”	DTI-registered business name
Continuity	May continue through the nominee or estate process	Usually tied directly to the proprietor
Governance	Requires corporate records, officers, and SEC reports	Simpler internal administration
Taxes	Taxed as a corporation	Income generally reported as the proprietor’s business income
Compliance cost	Higher	Usually lower

The separate personality of an OPC can protect the stockholder’s personal property from ordinary corporate debts. That protection is not automatic, however. The stockholder must adequately finance the corporation, keep personal and corporate assets separate, document transactions, and avoid using the corporation to commit fraud or evade obligations.

Under Section 130 of the Revised Corporation Code, the single stockholder bears the burden of proving that the OPC was adequately financed and that its property was independent of the owner’s personal property. If the stockholder cannot establish that separation, the owner may become jointly and severally liable, meaning a creditor may pursue the owner personally for the full obligation. The courts may also apply the doctrine of piercing the corporate veil when the corporation is merely an alter ego or instrument used for an improper purpose. (Supreme Court E-Library)

Legal Requirements Before You Apply

1. A qualified single stockholder

The proposed stockholder must be a natural person, trust, or estate. Another corporation, partnership, or association cannot ordinarily be the single stockholder of an OPC.

When a trust or estate forms the OPC, the SEC will require information about the trustee, executor, administrator, or other fiduciary, together with proof of authority to act.

2. A distinguishable corporate name

The proposed name must be sufficiently different from names already registered or reserved with the SEC. It must not be misleading, contrary to law, or composed of protected terms that require government approval.

The name must contain the suffix “OPC.” For example:

Mabuhay Digital Solutions OPC
Santos Food Ventures OPC
North Coast Property Management OPC

SEC approval of a corporate name does not give the company exclusive trademark rights. Trademark protection is a separate matter handled by the Intellectual Property Office of the Philippines.

3. A lawful primary purpose

The Articles of Incorporation must state the OPC’s primary purpose clearly. A vague or overly broad purpose may be rejected, while a regulated activity may require an endorsement or secondary license from another agency.

Examples of regulated activities include:

Lending and financing;
Recruitment and manpower placement;
Educational services;
Health facilities;
Telecommunications;
Securities and investment activities;
Customs brokerage;
Real estate development;
Transportation; and
Retail trade involving foreign ownership.

A business with several related activities may state secondary purposes, but the primary purpose should accurately describe its main source of revenue.

4. A principal office in the Philippines

The OPC must have a principal office located in the Philippines. The application normally requires the complete address, including the building or house number, street, barangay, city or municipality, province, and postal code.

A home address may sometimes be used, but the owner should first check:

Zoning and land-use restrictions;
Subdivision or condominium rules;
Lease restrictions;
Barangay and city licensing requirements; and
Whether the landlord will provide the documents required for a business permit.

A virtual office may be acceptable only when it is a genuine, usable business address and the local government accepts the arrangement. A mail-forwarding address that cannot pass inspection can cause problems during mayor’s permit registration.

5. Capital structure

An OPC generally has no statutory minimum authorized capital stock, unless a special law or the nature of the business requires one.

The owner must still choose:

The authorized capital stock;
The number of shares;
The par value of each share;
The number of subscribed shares; and
The amount paid for the subscription.

For applications using the SEC’s highly automated OneSEC route, the shares ordinarily need to be common shares with a par value of at least ₱1, and the subscriptions must be paid in cash. A structure involving no-par shares, property contributions, preferred shares, or special rights may need regular processing. (esparc.sec.gov.ph)

6. A nominee and alternate nominee

Every OPC must designate:

One nominee; and
One alternate nominee.

The nominee takes over management when the single stockholder dies or becomes incapacitated. The alternate nominee acts when the nominee is unable, unwilling, or disqualified to serve.

The Articles of Incorporation must state their names, nationalities, residences, and the extent and limitations of their authority. Their written consent must be obtained.

A nominee does not automatically become the beneficial owner of the shares. The nominee temporarily manages the corporation until the stockholder recovers, or until the lawful heirs determine who will receive or control the shares after the stockholder’s death.

7. Required officers

The single stockholder is the sole director and president. The OPC must also appoint:

A corporate secretary;
A treasurer; and
Other officers required by the corporation or its business.

The single stockholder cannot act as corporate secretary.

The corporate secretary must be a Filipino citizen and resident of the Philippines. The treasurer must be a Philippine resident. A foreign single stockholder may therefore need qualified Philippine-based individuals for these positions.

The owner may appoint himself or herself as treasurer, subject to the requirement to post a surety bond with the SEC.

8. No bylaws

An OPC is not required to prepare or file corporate bylaws. Its governance rules are primarily found in the Articles of Incorporation, the Revised Corporation Code, SEC regulations, and duly recorded written resolutions.

Documents and Information to Prepare

The SEC system generates several documents from the information entered online, but the applicant should prepare the underlying details and supporting records before starting.

Requirement	Practical details
Proposed corporate names	Prepare at least three alternatives
Single stockholder information	Full name, nationality, birth date, residential address, contact details, tax identification number when applicable
Government-issued identification	Passport, Philippine ID, driver’s license, or another acceptable ID
Principal office address	Complete Philippine address and proof of right to use it when required
Primary and secondary purposes	Clearly written description of intended activities
Capital details	Authorized, subscribed, and paid-in capital; number and par value of shares
Nominee information	Name, nationality, address, contact details, and written consent
Alternate nominee information	Same information and consent as the nominee
Officer information	Corporate secretary, treasurer, and other officers
Beneficial ownership information	Identity of the natural person who ultimately owns or controls the OPC
Regulatory endorsements	Required when the proposed activity is regulated
Trust or estate documents	Trust instrument, court appointment, letters of administration, or other proof of fiduciary authority
Foreign public documents	Apostille or consular authentication when required

The applicant should use the names and personal details exactly as they appear on official identification documents. Inconsistent middle names, suffixes, birth dates, or addresses can delay electronic authentication and later bank or BIR registration.

How to Register a One Person Corporation with the SEC

1. Confirm that the business is eligible for OPC registration

Before reserving a name, determine whether:

The proposed owner is eligible;
The business activity may be conducted through an OPC;
Foreign ownership is permitted;
A special minimum capital requirement applies; and
An endorsement or secondary license is needed.

This step is especially important for foreign-owned businesses and regulated industries. Incorporation does not override constitutional restrictions, the Foreign Investment Negative List, or industry-specific laws.

2. Create the required SEC online accounts

Registration is processed through the SEC Electronic Simplified Processing of Application for Registration of Company, or eSPARC.

The persons who need to authenticate the incorporation documents must generally have credentialed accounts in the SEC’s Electronic SEC Universal Registration Environment, or eSECURE.

Current SEC ZERO processing uses digital authentication through eSECURE and the SEC Electronic Submission Authentication Portal. This has largely eliminated the former requirement to print, wet-sign, notarize, upload, and physically submit standard incorporation documents. The digitally signed Certificate of Incorporation has the same legal validity as a physical certificate issued by the SEC. (esparc.sec.gov.ph)

3. Choose between OneSEC and regular eSPARC processing

The applicant may be routed through one of two main processing paths.

OneSEC with ZERO Processing

OneSEC with ZERO Processing is designed for standard domestic stock corporations, including OPCs. It is highly automated and aims to approve qualified applications within one day.

It is generally suitable when:

The single stockholder and officers are natural persons;
The purpose is selected from the SEC’s standard predetermined purposes;
The shares are ordinary common shares;
The par value is at least ₱1;
Subscriptions are paid in cash;
No special regulatory endorsement is required; and
The application satisfies the system’s standard conditions.

The application, authentication, and payment must generally be completed within the system’s prescribed one-day period. An unfinished OneSEC application may be purged, requiring the applicant to start again.

Regular eSPARC with ZERO Processing

Regular processing is appropriate for applications involving:

A customized purpose;
Nonstandard share structures;
Property contributions;
Trust or estate stockholders;
Special regulatory requirements;
Complex foreign ownership issues; or
Other conditions outside OneSEC’s automated parameters.

Regular processing may involve substantive SEC review and requests for correction.

4. Verify and reserve the corporate name

Enter the proposed name in the SEC name-verification system. The system may reject a name because it:

Is identical or confusingly similar to an existing name;
Uses a regulated word without authority;
Suggests an activity inconsistent with the stated purpose;
Contains a protected government or international-organization term; or
Fails to include “OPC.”

A name may pass automated verification but still be reviewed later. Avoid ordering signs, printing invoices, or entering a long-term lease until the name is approved.

5. Enter the corporation’s details

The applicant will provide information about:

Corporate name;
Principal office;
Primary and secondary purposes;
Corporate term, which is usually perpetual;
Capital structure;
Single stockholder;
Nominee and alternate nominee;
Treasurer and corporate secretary; and
Beneficial owner.

Review every entry carefully. The information will be used to generate the Articles of Incorporation and related registration forms.

6. Review the system-generated documents

Depending on the application, the system may generate or require:

Articles of Incorporation;
Nominee and alternate nominee consents;
Treasurer-related declarations;
Beneficial ownership declarations;
Cover sheets;
Undertakings; and
Other SEC forms.

Check names, addresses, capital figures, share numbers, and purposes before authenticating. Correcting a typographical error after issuance may require an amendment or formal correction process.

7. Authenticate the documents electronically

The incorporator and other required signatories authenticate the documents through the SEC’s digital authentication process.

Electronic authentication is different from simply typing a name into a PDF. Each required signatory must complete the applicable eSECURE identity-verification process and authenticate the final documents through the SEC platform.

Foreign public documents submitted as supporting evidence may still need an apostille or authentication even when the incorporation documents themselves are electronically signed.

8. Pay the SEC assessment

After the application is accepted for payment, the system generates a Payment Assessment Form. Payment is normally made through SEC eSPAYSEC or an available payment channel.

The basic filing fee for a stock corporation is generally one-fifth of 1%, or 0.2%, of the authorized capital stock or the subscription price of the subscribed capital, whichever produces the higher fee, subject to a minimum of ₱2,000. A legal research fee, name-related charges, payment-service fees, and other applicable assessments are added. The amount shown on the SEC Payment Assessment Form controls. (SEC Appointment System)

For example, if the authorized capital stock is ₱1,000,000, 0.2% is ₱2,000. The applicant should expect to pay more than ₱2,000 after the legal research fee and other system charges are included.

9. Download the digital Certificate of Incorporation

Once approved and paid, the SEC issues the Certificate of Incorporation and the registered Articles of Incorporation electronically.

The OPC legally exists from the date stated in the Certificate of Incorporation. Save multiple secure copies of:

The Certificate of Incorporation;
Articles of Incorporation;
Payment receipt;
Payment Assessment Form;
Authenticated supporting documents; and
SEC transaction reference numbers.

Banks, the BIR, local governments, landlords, payment processors, and counterparties may request copies.

What to Do After SEC Approval

Receiving the Certificate of Incorporation does not by itself complete business registration.

1. Appoint and report the officers

Section 122 of the Revised Corporation Code requires the OPC to appoint its treasurer, corporate secretary, and other officers within 15 days from issuance of the Certificate of Incorporation and notify the SEC within five days from appointment.

Under SEC Memorandum Circular No. 10, series of 2026, the initial appointments are reported through the Form for Appointment for One Person Corporation, or FAO, within 20 days from incorporation. Subsequent officer appointments or changes must generally be reported within five days.

The safest practice is to adopt the written appointment resolution within the first 15 days and file the FAO no later than the twentieth day. Failure to submit the initial FAO may result in a one-time ₱10,000 penalty.

2. Post the treasurer’s bond when the owner is also treasurer

When the single stockholder appoints himself or herself as treasurer, a surety bond must be posted in favor of the SEC.

Under the current SEC rules:

The initial bond should generally be posted within 30 days after incorporation when the owner was named treasurer at incorporation.
If the owner becomes treasurer later, the bond should generally be posted within 30 days from the deadline for filing the corresponding FAO.
The bond must be renewed every two years.
The obligation continues while the sole stockholder remains treasurer.

The required bond coverage is based on authorized capital stock.

Authorized capital stock	Required bond coverage
Up to ₱1,000,000	₱1,000,000
₱1,000,001 to ₱2,000,000	₱2,000,000
₱2,000,001 to ₱3,000,000	₱3,000,000
₱3,000,001 to ₱4,000,000	₱4,000,000
₱4,000,001 to ₱5,000,000	₱5,000,000
More than ₱5,000,000	Equal to authorized capital stock

The SEC also imposes a custodian fee of ₱5,000 for each bond posting. The insurance or surety premium is separate and depends on the provider’s assessment.

An owner who prefers not to maintain this bond may appoint another qualified Philippine resident as treasurer.

3. Register with the BIR

The OPC must register with the Revenue District Office having jurisdiction over its principal office, using the BIR’s current online or in-person registration procedure.

The usual requirements include:

BIR Form No. 1903;
SEC Certificate of Incorporation;
Registered Articles of Incorporation;
Proof of principal office address;
Valid identification of the authorized representative;
Written resolution authorizing the representative;
Invoice sample or application for authority to print invoices;
Registration details for applicable tax types; and
Other documents required by the RDO.

The BIR NewBizReg portal may be used for electronic submission where available. Applicants should use the current BIR Form No. 1903.

The former ₱500 annual registration fee was removed effective January 22, 2024. However, registration-related expenses may still include the ₱30 loose documentary stamp tax for the Certificate of Registration, invoice printing, books of accounts, and other applicable charges. (Bir Cdn)

The OPC must also arrange its:

BIR Certificate of Registration;
Registered books of accounts;
Registered invoices;
Authority to print, when applicable;
Electronic filing credentials; and
Tax-compliance calendar.

Invoices, rather than official receipts, are now the principal sales documents for both goods and services under the current invoicing rules.

4. Secure barangay and local government permits

The business normally needs:

Barangay clearance;
Mayor’s or business permit;
Zoning or locational clearance;
Fire Safety Inspection Certificate;
Sanitary permit, when applicable;
Occupancy-related documents; and
Industry-specific local clearances.

Requirements differ by city or municipality. Common bottlenecks include:

A lease that does not permit commercial use;
An address not cleared for the proposed activity;
Missing occupancy or building documents;
Unpaid real property obligations affecting the premises;
Fire-safety deficiencies;
Signage requirements; and
A landlord who will not provide identification, tax declarations, or authorization documents.

5. Register as an employer when hiring workers

An OPC with employees must register and comply with the requirements of:

Social Security System;
Philippine Health Insurance Corporation;
Home Development Mutual Fund or Pag-IBIG Fund; and
Department of Labor and Employment rules applicable to the workplace.

The corporation must also comply with minimum-wage orders, payroll deductions, working-time rules, holiday pay, statutory benefits, occupational safety standards, and withholding-tax obligations.

6. Open a corporate bank account

Use the OPC’s exact registered name and tax identification number. Banks commonly ask for:

SEC Certificate of Incorporation;
Articles of Incorporation;
BIR Certificate of Registration;
Written resolution authorizing the account and signatories;
Beneficial ownership information;
Identification of the owner and officers;
Proof of address; and
Source-of-funds information.

All business income should be deposited into the corporate account. Personal expenses should not be paid directly from it unless they are properly documented as compensation, reimbursement, dividends, advances, or another lawful corporate transaction.

Typical Timeline and Costs

Actual timing depends on the application’s complexity, the responsiveness of the signatories, and the requirements of the local government.

Stage	Typical practical timeframe	Main costs
SEC OneSEC application	Potentially within one day when fully qualified and completed	SEC filing fee, legal research fee, name and payment charges
Regular SEC application	Several working days or longer if corrections or endorsements are required	SEC fees and possible professional or documentation expenses
Initial officer reporting	Within 20 days from incorporation	Filing-related costs; penalties if late
Treasurer’s bond	Within 30 days when applicable	Surety premium plus ₱5,000 SEC custodian fee
BIR registration	Several days, depending on submission method and RDO processing	₱30 loose DST, invoice and books costs
Barangay and mayor’s permit	A few days to several weeks	Varies by location, capitalization, business type, and premises
Employer registration	Commonly several days once documents are complete	Usually minimal registration fees, followed by mandatory contributions

A straightforward OPC may receive its SEC certificate very quickly, but it is realistic to allow several weeks for the complete SEC, BIR, local-permit, banking, and employer-registration process.

Can a Foreigner Register an OPC in the Philippines?

A foreign national may be the sole stockholder of a Philippine OPC when the proposed business is open to foreign ownership.

The starting rule under the Foreign Investments Act is that foreign investors may own up to 100% of a Philippine enterprise unless the Constitution, the current Foreign Investment Negative List, or a special law restricts the activity. Applicants should check the Foreign Investments Act as amended by RA No. 11647 and the 13th Regular Foreign Investment Negative List under Executive Order No. 113, series of 2026. (Lawphil)

Minimum capital for foreign-owned domestic market businesses

A foreign-owned enterprise serving the Philippine domestic market may be subject to a minimum paid-in equity requirement of US$200,000 when it qualifies as a micro or small domestic market enterprise.

The threshold may be reduced to US$100,000 when the enterprise:

Uses advanced technology as determined by the appropriate government agency;
Is endorsed as a startup or startup enabler; or
Employs a majority of Filipino direct employees, with at least 15 Filipino employees.

Different industries may have separate capital requirements. A foreign-owned retail business, for example, is generally subject to the ₱25 million minimum paid-up capital requirement under the Retail Trade Liberalization Act, as amended by RA No. 11595. (Lawphil)

Land ownership restriction

A corporation must generally have at least 60% Philippine ownership to acquire private land in the Philippines. A 100% foreign-owned OPC therefore cannot ordinarily own Philippine land, although it may lease property subject to applicable law. (Lawphil)

Philippine-based officers

A foreign single stockholder remains the sole director and president, but:

The corporate secretary must be a Filipino citizen and Philippine resident.
The treasurer must be a Philippine resident.
The principal office must be in the Philippines.

Apostille and authentication of foreign documents

A foreign public document—such as a notarized authorization, court appointment, trust document, or civil-registry record—may need an apostille issued by the competent authority in the country of origin.

For documents from countries that do not participate in the Apostille Convention, consular authentication or legalization may still be required. The Philippines has applied the Apostille Convention since May 14, 2019. (Philippine Embassy in New Delhi)

The name on the foreign document should exactly match the passport and SEC application. Differences caused by multiple surnames, transliteration, omitted middle names, or marital-name conventions should be resolved before submission.

Common Mistakes That Delay or Endanger an OPC

Choosing an unsuitable corporate purpose

Copying a generic purpose from another business can lead to SEC questions, tax-registration problems, or a mismatch with the permits actually required. The purpose should be broad enough for planned operations but specific enough to describe the real business.

Selecting OneSEC for a nonstandard application

OneSEC is efficient only when the applicant satisfies its preset conditions. Forcing a customized or regulated business into the automated route may result in rejection, purging, or the need to restart through regular eSPARC.

Ignoring foreign ownership restrictions

SEC incorporation does not guarantee that the company may legally conduct every activity stated in its documents. Foreign investors must separately confirm nationality limits, capital requirements, land restrictions, and licensing laws.

Appointing the owner as corporate secretary

The sole stockholder may be president and treasurer, but cannot be corporate secretary. Naming the owner as secretary creates a basic compliance defect.

Forgetting the nominee’s practical role

Nominees are sometimes selected merely to complete the form, without telling them what the position means. The nominee and alternate nominee should understand:

When their authority begins;
Whether it is temporary or continuing;
How they will access corporate records;
Who should be notified after death or incapacity; and
How they will coordinate with the stockholder’s heirs.

Failing to file the FAO or treasurer’s bond

A fast SEC registration can be followed by immediate penalties when the owner overlooks post-incorporation deadlines. Calendar the FAO and bond deadlines as soon as the certificate is issued.

Using an address that cannot obtain a business permit

An address acceptable for SEC registration may still fail local zoning, fire, occupancy, or landlord-document requirements. Confirm local acceptability before committing to the premises.

Mixing personal and corporate money

Common risky practices include:

Depositing business income into the owner’s personal account;
Paying family expenses directly from corporate funds;
Using corporate property without records;
Making undocumented withdrawals;
Treating customer payments as personal income; and
Failing to document advances between the owner and the OPC.

These practices can create tax problems and weaken the owner’s limited-liability protection.

Operating immediately after SEC incorporation

The Certificate of Incorporation creates the corporation, but the business may still be unable to lawfully issue invoices, hire employees, open to the public, or conduct a regulated activity until BIR, local, and industry permits are completed.

Ongoing SEC and Tax Compliance

An OPC has fewer internal formalities than an ordinary corporation, but it is not exempt from recordkeeping.

Written resolutions and minutes book

Because there is only one director and stockholder, formal meetings are generally unnecessary. An action requiring board or stockholder approval may be recorded as a written resolution signed and dated by the single stockholder and entered in the minutes book.

Written resolutions should cover matters such as:

Officer appointments;
Opening bank accounts;
Major contracts;
Loans and security agreements;
Compensation;
Acquisition or disposal of important assets;
Related-party transactions;
Declaration of dividends; and
Changes in the nominee or alternate nominee.

Financial statements

An OPC must submit its financial statements within 120 days after the end of its fiscal year, subject to the SEC’s annual filing schedule.

For fiscal years ending on or after December 31, 2025:

An OPC with total assets or total liabilities exceeding ₱3 million generally needs audited financial statements.
An OPC at or below the threshold may submit financial statements accompanied by a Statement of Management’s Responsibility signed under oath by the president and treasurer.

When the external auditor issues a qualified, adverse, or disclaimer opinion, the president must provide the explanations required by the SEC.

SEC reports are ordinarily filed through the SEC Electronic Filing and Submission Tool, or eFAST.

Related-party and self-dealing transactions

Contracts between the OPC and its single stockholder must be properly disclosed and recorded. Examples include:

The owner leasing property to the OPC;
The OPC lending money to the owner;
The owner advancing operating funds;
The OPC purchasing an asset from the owner; and
The corporation paying management or rental fees to a related person.

Use written agreements, fair commercial terms, corporate resolutions, and complete accounting entries. Informal arrangements are difficult to defend during an audit, creditor dispute, or tax examination.

Books, invoices, and tax returns

The OPC must maintain registered accounting records and file the tax returns applicable to its activities. These may include:

Corporate income tax returns;
Percentage tax or value-added tax returns;
Expanded withholding tax returns;
Compensation withholding returns;
Documentary stamp tax returns;
Information returns; and
Local business tax declarations.

Even an OPC with no revenue may have zero or no-payment returns and SEC reports to file. Inactivity does not automatically suspend compliance obligations.

Repeated failure to submit required SEC reports can cause the corporation to be placed under delinquent status. The Revised Corporation Code allows an OPC to be declared delinquent after three failures to submit required reports within a five-year period. (Supreme Court E-Library)

Frequently Asked Questions

Can one person own 100% of a corporation in the Philippines?

Yes. A qualified natural person, trust, or estate may own all the shares of an OPC. Foreign ownership remains subject to constitutional, statutory, and industry-specific restrictions.

Is there a minimum capital for an OPC?

There is no general minimum authorized capital stock for an OPC. Special laws may impose minimum paid-in capital based on the activity or the owner’s nationality. Foreign-owned domestic market enterprises and foreign retailers are common examples.

Do I need a DTI business name registration for an OPC?

No. The corporate name is registered with the SEC. DTI business-name registration is for sole proprietorships. The OPC may separately register a trademark with IPOPHL when brand protection is needed.

Does an OPC need a corporate secretary?

Yes. The corporate secretary must be a Filipino citizen and Philippine resident. The single stockholder cannot serve as corporate secretary.

Can the single stockholder be the treasurer?

Yes, but the owner must post and maintain the surety bond required by the SEC. Appointing a different qualified Philippine resident as treasurer avoids the self-appointed treasurer bond requirement.

Does an OPC need bylaws?

No. The Revised Corporation Code expressly provides that an OPC is not required to submit or file bylaws.

How long does SEC registration take?

A qualified and fully completed OneSEC application may be approved within one day. A regular application may take several working days or longer when corrections, foreign documents, regulatory endorsements, or customized provisions are involved. BIR and local permit registration add further time.

Can I use my house as the OPC’s principal office?

Possibly. The address must be genuine and usable, and the proposed activity must comply with zoning, subdivision or condominium rules, lease restrictions, and local permit requirements. Home-based registration is easier for low-impact office or online activities than for restaurants, manufacturing, storage, or businesses receiving regular customer traffic.

Is the owner always protected from personal liability?

No. The owner must prove that the OPC was adequately financed and that corporate assets were kept separate from personal assets. Fraud, commingling, undercapitalization, or misuse of the corporate form can expose the owner to personal liability.

What happens to the OPC if the owner dies?

The nominee manages the OPC until the lawful heirs are identified and decide how the shares will be transferred or administered. The corporate secretary must notify the nominee or alternate nominee and the SEC in accordance with the Revised Corporation Code. Estate settlement, tax, probate, and succession rules may also apply.

Can a sole proprietorship be converted directly into an OPC?

A sole proprietorship has no separate legal personality, so the practical process is usually to incorporate a new OPC and formally transfer the proprietorship’s assets, contracts, permits, employees, inventory, and obligations. The transfer may have tax, consent, licensing, and documentary requirements. It is not accomplished merely by changing the DTI registration.

Can an ordinary corporation become an OPC?

Yes, when one stockholder acquires all outstanding shares, subject to SEC approval and the conversion provisions of the Revised Corporation Code. The converted OPC succeeds to the corporation’s existing rights and obligations.

Key Takeaways

An OPC is a separate Philippine corporation owned by one qualified natural person, trust, or estate.
Registration is completed online through SEC eSPARC, with OneSEC available for qualified standard applications.
The corporate name must end in “OPC,” and no bylaws are required.
Every OPC needs a nominee, alternate nominee, corporate secretary, and treasurer.
The single stockholder may serve as treasurer but cannot serve as corporate secretary.
Initial officer appointments should be made within 15 days and reported through the FAO no later than 20 days after incorporation.
A single stockholder who also serves as treasurer must post and renew the required surety bond.
SEC incorporation must be followed by BIR registration, local permits, and employer registrations when applicable.
Foreigners may own an OPC only to the extent permitted by the Constitution, the current Foreign Investment Negative List, and special laws.
Limited liability depends on adequate capitalization, proper records, and strict separation of personal and corporate assets.