Introduction

The One Person Corporation (OPC) is a relatively new corporate structure in the Philippines, introduced under Republic Act No. 11232, also known as the Revised Corporation Code of the Philippines (RCC), which took effect on February 23, 2019. This innovation allows a single natural person, trust, or estate to form a corporation without the need for multiple incorporators or shareholders, providing limited liability protection while simplifying ownership and management. The OPC is particularly appealing to solo entrepreneurs, professionals, and small business owners who wish to operate under a corporate veil.

Registering an OPC involves compliance with various legal requirements and payment of government fees primarily to the Securities and Exchange Commission (SEC), the primary regulatory body for corporations in the Philippines. Additional fees may arise from other agencies such as the Bureau of Internal Revenue (BIR), local government units (LGUs), and social security institutions. This article provides a comprehensive overview of all legal and government fees associated with OPC registration, including pre-registration, registration proper, and post-registration obligations. It covers the statutory basis, fee structures, potential variables, and practical considerations, all within the Philippine legal framework.

Legal Framework Governing OPC Registration

The RCC defines an OPC as a corporation with a single stockholder who must be a natural person, trust, or estate. Key provisions include:

Section 116 of the RCC: Establishes the OPC as a distinct entity, requiring the single stockholder to also serve as the sole director and president, unless otherwise provided.
Section 117: Mandates the designation of a nominee and alternate nominee to manage the corporation in case of the stockholder's incapacity or death.
SEC Memorandum Circular No. 7, Series of 2019: Provides guidelines on OPC formation, including simplified documentation and no minimum capital requirement (unless required by special laws for certain industries like banking or insurance).
SEC Memorandum Circular No. 28, Series of 2020: Allows online registration via the SEC's Electronic Simplified Processing of Application for Registration of Company (eSPARC) system, which has streamlined processes and reduced physical submissions.

Fees are governed by the SEC's schedule of fees under SEC Memorandum Circular No. 9, Series of 2019, and subsequent updates, as well as revenue regulations from the BIR and other agencies. All fees are subject to periodic adjustments for inflation or policy changes, but as a general rule, they are computed based on the corporation's authorized capital stock.

Eligibility and Pre-Registration Requirements

Before delving into fees, it is essential to note eligibility criteria, as non-compliance can lead to additional costs from revisions or rejections:

The single stockholder must be of legal age (at least 18 years old) and a Philippine resident or citizen, though foreigners can form an OPC subject to foreign investment restrictions under the Foreign Investments Act (Republic Act No. 7042).
No board of directors is required; the stockholder assumes all roles, but a corporate secretary and treasurer must be appointed (who can be the same person but not the stockholder).
Industries with special regulations (e.g., public utilities, mining) may require additional permits, incurring extra fees.

Pre-registration steps include name verification, which incurs a nominal fee, and preparation of documents such as the Articles of Incorporation (AOI), By-Laws, and Treasurer's Affidavit.

Step-by-Step Registration Process and Associated Fees

OPC registration is primarily handled online through the SEC's eSPARC platform, but manual filing is possible. The process typically takes 3-7 business days if all documents are in order. Below is a breakdown of steps with corresponding fees.

1. Company Name Verification and Reservation

Process: Submit a proposed name via the SEC's online portal. The name must include "OPC" at the end (e.g., "ABC Ventures OPC").
Legal Basis: SEC rules require uniqueness to avoid confusion.
Fees:
- Name verification fee: PHP 100 per name (non-refundable, even if rejected).
- Name reservation fee: PHP 100 for 30 days, renewable for PHP 100 per extension (up to 90 days total).
Variables: Multiple submissions may be needed if the name is unavailable, multiplying costs.

2. Preparation and Submission of Incorporation Documents

Required Documents:
- Articles of Incorporation (including nominee designations).
- By-Laws.
- Treasurer's Affidavit certifying capital subscription.
- Proof of payment for subscribed shares (bank certificate if applicable).
- ID of the stockholder and appointees.
Process: Upload via eSPARC or submit physically.
Fees: No direct fee for document preparation, but notarization costs PHP 200-500 per document (private notary fee, not government).

3. Payment of SEC Registration Fees

Process: Fees are paid online via LandBank Link.Biz, GCash, or other accredited channels, or over-the-counter.
Fee Breakdown (based on authorized capital stock, assuming no par value shares unless specified):
- Basic Filing Fee: 1/5 of 1% (0.002) of the authorized capital stock or the subscription price of subscribed capital stock, whichever is higher, but not less than PHP 2,000.
  - Example: For PHP 1,000,000 authorized capital, fee = PHP 2,000 (minimum applies if calculation is lower).
- Legal Research Fee (LRF): 1% of the filing fee, but not less than PHP 10 nor more than PHP 500.
  - Example: For PHP 2,000 filing fee, LRF = PHP 20.
- By-Laws Filing Fee: PHP 510 (flat rate).
- Stock and Transfer Book Registration Fee: PHP 360 (flat rate).
- Documentary Stamp Tax (DST): PHP 30 per PHP 200 par value of shares (or fraction thereof) for original issue of shares.
  - For no par value shares: 1/2 of 1% of the actual consideration paid.
  - Example: For PHP 1,000,000 capital with par value of PHP 100 per share, DST = PHP 15,000.
- Other SEC Fees:
  - Expedited processing (optional): PHP 500-1,000.
  - Amendment fees (if needed post-submission): PHP 500-2,000 depending on changes.
Total Estimated for Minimal Capital (e.g., PHP 100,000): Approximately PHP 3,000-5,000, excluding DST.
Variables: Higher capital increases fees proportionally. For trusts or estates as stockholders, additional verification fees may apply (PHP 500).

4. Issuance of Certificate of Incorporation

Process: Upon approval, the SEC issues the certificate.
Fees: Included in the above; no additional charge.

Post-Registration Fees with Other Government Agencies

While SEC registration formalizes the OPC, full operational compliance requires registration with other agencies, each with their own fees.

1. Bureau of Internal Revenue (BIR)

Process: Obtain Tax Identification Number (TIN), register books of accounts, and apply for authority to print receipts/invoices.
Legal Basis: National Internal Revenue Code (NIRC) as amended by TRAIN Law (RA 10963).
Fees:
- Registration fee: PHP 500 (flat).
- Documentary Stamp Tax on lease contracts or other documents (if applicable): Varies, e.g., PHP 3 per PHP 200 of value.
- Loose-leaf books registration: PHP 500-1,000.
- Annual registration fee (ARF): PHP 500, due by January 31 each year.
Variables: If the OPC engages in VAT-taxable activities, additional compliance costs.

2. Local Government Unit (LGU) Permits

Process: Secure Mayor's Permit/Business Permit from the city or municipality where the principal office is located.
Legal Basis: Local Government Code (RA 7160).
Fees:
- Application fee: PHP 200-500.
- Business tax: Based on gross receipts or capital (e.g., 1-2% of capital for new businesses, minimum PHP 500-5,000).
- Barangay clearance: PHP 100-300.
- Sanitary permit, fire safety inspection: PHP 300-1,000 each.
Variables: Fees vary by LGU; Metro Manila rates are higher (e.g., Quezon City: PHP 2,000+ for small OPCs).

3. Social Security and Employee-Related Registrations

Even if the OPC has no employees initially, registration is mandatory if hiring occurs.
Social Security System (SSS): Employer registration fee - None, but contributions start at PHP 100-200 monthly per employee.
PhilHealth: Registration fee - None; premiums based on salary.
Pag-IBIG Fund: Registration fee - None; contributions PHP 100-200 monthly.
Department of Labor and Employment (DOLE): Registration for establishments with employees - PHP 100-500.

4. Other Potential Fees

Intellectual Property Office (IPOPHL): If trademark registration is needed, fees start at PHP 1,000-2,000.
Publication Requirement: Unlike regular corporations, OPCs do not require newspaper publication for incorporation, saving PHP 5,000-10,000.
Annual Compliance Fees: General Information Sheet (GIS) filing with SEC - PHP 500-1,000 annually; Audited Financial Statements - Varies.
Penalties for Late Filing: PHP 1,000-5,000 per violation, plus 1% interest per month.

Factors Influencing Total Costs

Capitalization: Higher authorized capital directly increases filing fees and DST.
Location: LGU fees differ; rural areas are cheaper.
Professional Assistance: Hiring a lawyer or accountant adds PHP 5,000-20,000, but not a government fee.
Online vs. Manual: Online saves time but requires digital signatures (e.g., PHP 500 for e-signature setup).
Special Industries: Regulated sectors (e.g., finance) require additional licenses from Bangko Sentral ng Pilipinas (BSP) or Insurance Commission, with fees up to PHP 50,000+.
Tax Incentives: OPCs in ecozones (via PEZA) may qualify for fee waivers or reductions, but application fees apply (PHP 3,000-6,000).

Practical Considerations and Best Practices

Budgeting: Allocate PHP 10,000-30,000 for a basic OPC registration, including buffers for revisions.
Timeline: Delays from incomplete documents can incur extension fees.
Compliance Risks: Non-payment of fees leads to suspension or revocation; always verify current rates via official channels.
Updates: Fees are subject to change; for instance, SEC occasionally adjusts minima for inflation.
Advantages of OPC: Lower fees compared to regular corporations due to simplified structure, but ongoing compliance is similar.

Conclusion

Registering an OPC in the Philippines offers a cost-effective way to establish a limited liability entity, with government fees primarily concentrated at the SEC stage and totaling a few thousand pesos for minimal setups. However, comprehensive costs, including post-registration with BIR and LGUs, ensure full legal operation. Prospective incorporators should meticulously prepare documents to minimize revisions and associated expenses. By understanding these fees, entrepreneurs can better plan their business formation, leveraging the OPC's flexibility within the Philippine corporate landscape. For tailored advice, consulting a legal professional is recommended.