If a foreign company is trying to set up a Philippine One Person Corporation and be its only shareholder, the most important point is this: a foreign corporation cannot be the sole stockholder of a Philippine OPC. Under the Revised Corporation Code, an OPC may be formed only by a natural person, a trust, or an estate. So the real question is usually not “How much capital does an OPC with a foreign corporate shareholder need?” but “What structure should a foreign corporate investor use, and what paid-in capital will that structure require?” (Supreme Court E-Library)

Can a foreign corporation own a One Person Corporation in the Philippines?

No. A One Person Corporation is a special type of domestic corporation with one stockholder, one director, and the suffix “OPC.” But Section 116 of Republic Act No. 11232, or the Revised Corporation Code of the Philippines, limits who may form an OPC to:

a natural person of legal age;
a trust; or
an estate.

A corporation, whether Philippine or foreign, is a juridical person. It is not a natural person, trust, or estate. Because of that, a foreign parent company cannot register a Philippine OPC with the foreign parent as the single shareholder. (Supreme Court E-Library)

This is a common point of confusion because the Philippines now allows corporations with fewer incorporators than before. A regular domestic corporation may be formed by two or more incorporators, and those incorporators may include corporations. But that is different from an OPC, which has its own separate rules. The SEC eSPARC system itself separates “One Person Corporation” from “Corporation with 2 to 15 incorporators.” (Esparc)

So what structure should a foreign corporate shareholder use?

If the intended sole owner is a foreign corporation, the usual choices are:

Business goal	Proper structure	Basic point
Foreign parent wants a Philippine subsidiary	Regular domestic stock corporation	Usually 2 to 15 incorporators/stockholders; foreign corporation may invest, subject to foreign equity rules
Foreign parent wants to do business directly in the Philippines	Branch office	Foreign corporation obtains a license to do business; not a separate Philippine corporation
Foreign parent only wants liaison, promotion, information gathering, or quality control	Representative office	Cannot earn Philippine income; funded by parent
Foreign individual wants a single-owner corporation	OPC	Allowed if the single stockholder is a natural person, subject to nationality and capital rules

For a foreign corporate investor, the most common substitute for an OPC is a regular domestic stock corporation where the foreign parent owns almost all shares, and another person or entity holds at least the minimum shareholding needed for corporate structure. The arrangement must be truthful. It should not be used to hide beneficial ownership or evade foreign ownership restrictions.

Minimum capital: the first rule is that there is no single answer

Philippine law does not impose one universal minimum capital requirement for every corporation. Section 12 of the Revised Corporation Code removed the old general rule requiring a minimum capital stock, except when a special law requires otherwise. (PCNC)

For foreign-owned businesses, however, several special rules can apply. The correct capital requirement depends mainly on:

whether the business is a domestic market enterprise or an export enterprise;
whether foreign ownership is restricted under the 13th Regular Foreign Investment Negative List;
whether the business is in a specially regulated industry, such as retail, lending, financing, insurance, banking, recruitment, public utilities, education, security, or professional services;
whether the investor can qualify for a reduced paid-in capital threshold; and
whether the structure is a subsidiary, branch, or representative office.

Domestic market enterprise vs. export enterprise

A domestic market enterprise is a business that sells mainly to the Philippine market, or does not export at least 60% of its output. An export enterprise is one that exports at least 60% of its output, whether goods or qualifying services. The IRR of RA 11647, which amended the Foreign Investments Act, defines export enterprises using this 60% threshold. (Supreme Court E-Library)

This distinction matters because the usual US$200,000 foreign paid-in capital rule applies mainly to foreign-owned micro and small domestic market enterprises.

Capital requirements for a foreign-owned Philippine subsidiary

For a foreign corporation forming a regular domestic stock corporation in the Philippines, the usual capital guide is:

Situation	Usual minimum paid-in capital
Domestic market enterprise with more than 40% foreign ownership, not covered by a special lower rule	US$200,000 or peso equivalent
Domestic market enterprise involving advanced technology, endorsed as a startup/startup enabler, or employing at least 15 Filipino direct employees	US$100,000 or peso equivalent
Export enterprise exporting at least 60% of output	No general FIA US$200,000 floor, but registration/reporting and special laws may apply
Foreign-owned retail trade enterprise	Generally ₱25,000,000 paid-up capital, plus ₱10,000,000 minimum investment per physical store if operating more than one store
Restricted or nationalized activity	Follow the foreign equity cap; capital alone will not cure a prohibited structure

The Foreign Investments Act rules are about paid-in equity capital, not merely authorized capital written in the articles of incorporation. Paid-in equity capital means the investment actually paid into the business, whether in cash or allowed property. For foreign investment, practical proof usually includes inward remittance records or a Philippine bank certification that the capital is deposited and maintained in a Philippine bank. (Supreme Court E-Library)

The US$200,000 rule

Under the Foreign Investments Act, micro and small domestic market enterprises with paid-in equity capital below the equivalent of US$200,000 are generally reserved to Philippine nationals, unless a lower threshold applies. In practical terms, if a foreign corporation wants to own more than 40% of a small domestic-market Philippine company, the SEC and banks will usually look for compliance with this US$200,000 paid-in capital rule unless the business qualifies for the US$100,000 exception.

The US$100,000 reduced threshold

A foreign-owned domestic market enterprise may be allowed with US$100,000 paid-in capital if it falls under one of the recognized exceptions:

the business involves advanced technology as determined by the Department of Science and Technology;
it is endorsed as a startup or startup enabler by DTI, DICT, or DOST under RA 11337, the Innovative Startup Act; or
a majority of its direct employees are Filipinos, with at least 15 Filipino direct employees.

For the employment-based exception, the IRR requires documentation, including a notarized undertaking and certification route involving the appropriate DOLE Regional Office. (Supreme Court E-Library)

Foreign ownership restrictions still apply even if the capital is enough

Meeting the US$200,000 or US$100,000 capital threshold does not automatically allow 100% foreign ownership. The business activity must still be checked against the current Foreign Investment Negative List.

Executive Order No. 113, series of 2026, promulgated the 13th Regular Foreign Investment Negative List. It states that only the listed activities are reserved to Philippine nationals, subject to the exceptions and conditions in the list. (Supreme Court E-Library)

Examples of activities with no foreign equity include certain mass media activities, corporate practice of architecture, private security agencies, small-scale mining, and manufacture or retail of fireworks and pyrotechnic devices. The 13th RFINL also retains familiar caps such as 25% for private recruitment and defense-related construction contracts, 30% for advertising, and 40% for several constitutionally or statutorily restricted activities.

The 40% cap commonly appears in areas such as:

retail trade enterprises with paid-up capital below ₱25,000,000;
exploration, development, and utilization of natural resources, subject to exceptions;
ownership of private land;
operation of public utilities;
certain educational institutions; and
rice and corn industry activities covered by the list.

In restricted industries, the Philippine Supreme Court has also emphasized substance over form. In Gamboa v. Teves, the Court required full beneficial ownership and voting rights to satisfy constitutional Filipino ownership requirements in public utilities. In Narra Nickel Mining and Development Corp. v. Redmont Consolidated Mines Corp., the Court discussed the control test and grandfather rule when corporate layering creates doubt about actual Filipino ownership. (Supreme Court E-Library)

Special rule for foreign-owned retail businesses

Retail is one of the areas where foreign investors often get surprised.

Under RA 11595, which amended the Retail Trade Liberalization Act, a foreign retailer must generally have at least ₱25,000,000 paid-up capital. If the foreign retailer operates through more than one physical store, the minimum investment per store must be at least ₱10,000,000. The law also requires that the foreign retailer’s country of origin must not prohibit the entry of Filipino retailers. (Supreme Court E-Library)

So if the foreign corporate shareholder intends to operate stores, cafés, shops, supermarkets, boutiques, direct-to-consumer product outlets, or similar retail operations in the Philippines, do not assume the US$200,000 FIA threshold is the only rule. Retail has its own peso-based minimum capitalization rule.

Practical registration process for a foreign corporate investor

For a foreign corporation forming a Philippine subsidiary, the usual process looks like this:

Classify the business activity. Identify the exact primary purpose. A vague purpose such as “general trading” may trigger questions if the activity overlaps with retail, importation, regulated goods, public utilities, or a restricted field.
Check the 13th RFINL and special laws. Confirm whether 100% foreign ownership is allowed, capped, or prohibited.
Choose the structure. If the shareholder is a foreign corporation, use a regular domestic stock corporation or a licensed branch, not an OPC.
Prepare foreign corporate documents. The foreign parent usually needs corporate documents such as its certificate of incorporation or equivalent, articles or charter documents, board resolution authorizing the Philippine investment, appointment of an authorized representative, and identification documents of signatories and beneficial owners.
Apostille or authenticate documents executed abroad. Documents signed outside the Philippines are commonly required to be apostilled if from an Apostille Convention country, or consularized/authenticated if not.
Prepare Philippine incorporation documents. These usually include the articles of incorporation, bylaws for a regular corporation, treasurer’s affidavit or equivalent SEC form, beneficial ownership declarations, incorporator details, officer details, and address documents.
Submit through SEC eSPARC. SEC eSPARC handles registration of OPCs, domestic stock and non-stock corporations, partnerships, and foreign corporations. For regular processing, the SEC system states that the applicant is advised of the review status through email, and after approval/payment, originally signed and authenticated or notarized hard copies must be submitted to the selected SEC office within the stated period. (Esparc)
Pay the SEC assessment. The system generates the Payment Assessment Form. Fees depend on the registration type and capital structure.
Complete post-incorporation registrations. After SEC registration, the company proceeds with BIR registration, local government business permit, barangay clearance where applicable, books of accounts, invoices, and employer registrations. The SEC eSPARC system is integrated with the Philippine Business Hub for TIN and employer numbers with SSS, Pag-IBIG, and PhilHealth after company registration. (Esparc)
Register or document foreign investment for FX purposes. BSP registration of inward foreign investment is generally not mandatory, but it is important if the foreign investor wants access to the Philippine banking system’s foreign exchange resources for future capital repatriation or dividend remittance. BSP’s own FAQ states that registration is not mandatory, but it is relevant under the FX Manual. (Bangko Sentral ng Pilipinas)

Required documents commonly requested from a foreign corporate shareholder

Document	Why it matters
Certificate of incorporation, registration, or good standing of the foreign parent	Proves the foreign corporation legally exists
Articles, charter, constitution, or bylaws of the foreign parent	Shows powers, authority, and governance
Board resolution approving the Philippine investment	Shows corporate authority to subscribe to shares
Secretary’s certificate or equivalent	Identifies authorized signatories and representatives
Passport/ID of authorized representative and beneficial owners	SEC, bank, and AML/KYC requirement
Proof of address of foreign parent	Needed for SEC and bank onboarding
Apostille or consular authentication	Required when documents are executed abroad
Bank certificate or inward remittance proof	Supports paid-in capital and foreign investment documentation
DOST/DTI/DICT/DOLE certifications, if claiming US$100,000 threshold	Supports reduced capital treatment
Industry permits or endorsements	Required for regulated activities

The bottleneck is often not the SEC form itself. In practice, delays usually come from incomplete apostilles, bank KYC review, unclear beneficial ownership, inconsistent names across foreign documents, or a business purpose that accidentally falls into a restricted or regulated activity.

Common mistakes foreign investors make

Mistake 1: Trying to register an OPC with a foreign company as the owner

This will not work because the OPC single stockholder must be a natural person, trust, or estate. A foreign corporate parent should plan for a regular domestic corporation or a branch.

Mistake 2: Confusing authorized capital with paid-in capital

Authorized capital is the maximum share capital stated in the articles. Paid-in capital is the amount actually contributed. The foreign investment thresholds under the FIA focus on paid-in equity capital, not merely a large authorized capital figure on paper.

Mistake 3: Assuming 100% foreign ownership is always allowed if the capital is high enough

Some activities remain partly or fully reserved to Philippine nationals. Capitalization does not override constitutional or statutory foreign equity caps.

Mistake 4: Using “nominee” shareholders to hide foreign ownership

Nominee or qualifying share arrangements must not be used to misrepresent nationality or beneficial ownership. In restricted industries, regulators and courts may look through layers of ownership using doctrines such as beneficial ownership, the control test, and the grandfather rule.

Mistake 5: Forgetting post-registration compliance

SEC registration is only the beginning. The company still needs BIR registration, local permits, tax filings, annual financial statements, general information sheet filings, and industry-specific permits where required.

Frequently Asked Questions

Can a foreign corporation be the sole shareholder of a Philippine OPC?

No. A Philippine OPC may be formed only by a natural person, trust, or estate. A foreign corporation must use another structure, usually a regular domestic stock corporation or a licensed branch.

Can a foreign individual form an OPC in the Philippines?

Yes, a foreign natural person may form an OPC if the business activity allows the required level of foreign ownership and the applicable capital requirements are met. The person must also comply with SEC requirements for the nominee, alternate nominee, officers, address, and reportorial obligations.

What is the minimum capital for an OPC owned by a foreign individual?

There is no single OPC-specific minimum capital under the Revised Corporation Code. But if the OPC is foreign-owned and will serve the domestic Philippine market, the Foreign Investments Act thresholds may apply: usually US$200,000 paid-in capital, or US$100,000 if the business qualifies under the advanced technology, startup/startup enabler, or 15 Filipino direct employee exception.

What is the minimum capital for a foreign corporation forming a Philippine subsidiary?

For a domestic market enterprise with more than 40% foreign ownership, the usual paid-in capital benchmark is US$200,000, unless the US$100,000 reduced threshold applies or a special law provides a different rule. Export enterprises and regulated sectors must be analyzed separately.

Is ₱5,000 still enough to register a foreign-owned corporation?

Not for most foreign-owned domestic market enterprises. The old general minimum capital concept is no longer the main rule under the Revised Corporation Code, but foreign investment and special industry laws may require much higher paid-in capital.

Is an export company exempt from the US$200,000 rule?

A business that exports at least 60% of its output is generally treated differently from a domestic market enterprise. However, it must maintain export qualification, comply with BOI reporting where applicable, and observe any restrictions under the Foreign Investment Negative List and special laws.

How much capital does a foreign-owned retail business need?

A foreign retailer generally needs at least ₱25,000,000 paid-up capital. If it has more than one physical store, each store must generally have at least ₱10,000,000 minimum investment.

Does the foreign investment need to be registered with the BSP?

BSP registration is generally not mandatory for the investment to exist, but it is important if the foreign investor wants to buy foreign exchange from the Philippine banking system for future dividend remittance or capital repatriation.

Can the foreign parent own 99.99% of a regular Philippine corporation?

In many unrestricted activities, yes, a foreign corporate shareholder can own nearly all shares of a regular domestic corporation, provided the company has the required number of incorporators, directors, officers, and truthful beneficial ownership disclosures. In restricted industries, the applicable foreign equity cap controls.

Which government offices are usually involved?

The usual offices are the SEC for incorporation, BIR for tax registration, the local government unit for business permits, and banks for capital remittance and account opening. Depending on the activity, DTI, BOI, DOST, DICT, DOLE, BSP, PEZA, DHSUD, DOE, NTC, DOH, FDA, or other regulators may also be involved.

Key Takeaways

A foreign corporation cannot be the sole stockholder of a Philippine OPC.
The correct structure for a foreign corporate shareholder is usually a regular domestic stock corporation or a licensed branch, not an OPC.
The Revised Corporation Code has no universal minimum capital stock rule, but foreign investment laws and special industry laws may impose paid-in capital requirements.
For many foreign-owned domestic market enterprises, the practical paid-in capital threshold is US$200,000, reducible to US$100,000 if specific legal conditions are met.
Export enterprises are treated differently if they export at least 60% of output.
Foreign-owned retail businesses generally require ₱25,000,000 paid-up capital, with a possible ₱10,000,000 per physical store requirement.
Foreign ownership caps under the 13th Regular Foreign Investment Negative List must be checked before deciding capital and ownership structure.
Paid-in capital must be supported by real documents, usually bank certification, inward remittance proof, and corporate authority documents from the foreign parent.