One Person Corporation Registration Philippines

One Person Corporation (OPC) Registration in the Philippines: A Complete Legal Guide

Updated for Philippine law under the Revised Corporation Code (RCC) and standard regulatory practice. This article is for general information and does not constitute legal advice.

1) What is an OPC?

A One Person Corporation (OPC) is a stock corporation with a single stockholder who is also the sole director. It has a separate juridical personality from the owner, allowing limited liability while preserving corporate features (perpetual existence, transferable shares, corporate name, etc.).

Who may be a single stockholder

  • A natural person (Filipino or foreign, subject to nationality and industry limits).
  • A trust or an estate (the trustee, administrator, or executor acts as such).

Who may not form an OPC

  • Banks, quasi-banks, pre-need, trust, insurance, and other financial institutions under special laws.
  • Publicly listed companies and non-chartered GOCCs.
  • Professionals for the practice of a profession (unless a special law expressly allows corporate practice in that profession).

2) Key Legal Features

  • Single Director/President. The sole stockholder is the sole director and ipso facto President.

  • Officers. An OPC must have:

    • President (the single stockholder).
    • Treasurer (may be the single stockholder; if so, a surety bond is required—amount depends on authorized capital stock).
    • Corporate Secretary (must be a resident citizen of the Philippines and cannot be the same person as the single stockholder).

  • Nominee & Alternate Nominee. The Articles must name a Nominee and Alternate Nominee who will manage the corporation upon death or incapacity of the single stockholder until the heirs or new stockholder(s) are legally determined. Both must give written consent.

  • No By-Laws Required. OPCs are not required to adopt by-laws.

  • Corporate Name. Must bear the suffix “OPC” (e.g., ABC Trading OPC) and be distinguishable from existing names/trademarks.

  • Capital. No general minimum paid-in capital (unless a special law or foreign ownership rule applies).

  • Perpetual Term (unless otherwise stated).

  • Record-Keeping. Instead of board minutes, written resolutions signed by the single stockholder suffice. Maintain stock and transfer book, resolutions book, and accounting books.

3) Foreign Participation

  • A foreign natural person may form an OPC subject to:

    • The Foreign Investment Negative List (FINL) and other nationality caps (e.g., mass media, certain public utilities).
    • Minimum capital rules for domestic market enterprises with foreign ownership (generally US$200,000, reducible to US$100,000 in specific cases such as high technology or direct employment of at least 50 Filipino workers; exporters have different rules).
    • Local licensing/permit prerequisites of the chosen line of business.

  • Where the single stockholder is non-resident, practical compliance usually entails appointing locally resident officers (Corporate Secretary is required to be a resident citizen), and providing apostilled/consularized identity and authority documents.

4) Pre-Filing Checklist

  1. Name Clearance. Prepare 2–3 variants with the “OPC” suffix.

  2. Primary & Secondary Purpose. Draft a clear corporate purpose aligned with industry restrictions.

  3. Principal Office Address. Must be a Philippine address (city/municipality stated; no P.O. boxes).

  4. Capital Structure. Authorized capital stock (ACS), number/value of shares; indicate subscribed and paid-in.

  5. Officers/Contacts.

    • President (single stockholder) details.
    • Treasurer (bond if same as single stockholder).
    • Corporate Secretary (resident citizen).
    • Nominee and Alternate Nominee (consent letters).

  6. KYC/IDs.

    • Philippine TIN for Filipino incorporators; passport and tax ID equivalent for foreign individuals, with apostille/consularization if executed abroad.

  7. Supporting Forms.

    • Articles of Incorporation for OPC.
    • Written Consent of Nominee & Alternate Nominee.
    • Treasurer’s certification / surety bond (if Treasurer = single stockholder).
    • Cover sheets and undertakings as required by the SEC’s online system.

5) Step-by-Step SEC Registration

  1. Reserve Name on the SEC online portal and prepare the Articles of Incorporation for OPC.
  2. Populate the forms (officers, capital, principal office, purpose).
  3. Upload supporting documents (IDs, nominee consents, treasurer bond if applicable).
  4. Pay filing fees (filing fee based on authorized capital + legal research fee, name reservation fees, etc.).
  5. Receive Certificate of Incorporation showing OPC status.

Practical tip: Ensure the purpose clause matches the Philippine Standard Industry Classification (PSIC) when available to streamline LGU and BIR steps.

6) Post-Incorporation Compliance

After receiving the SEC Certificate:

  1. BIR Registration

    • Register via the BIR’s prescribed channels; obtain BIR Certificate of Registration (Form 2303).
    • Books of Accounts: have them stamped/registered (manual, loose-leaf, or computerized).
    • Invoicing/ORs: secure ATP (Authority to Print) or register POS/e-invoicing if applicable.
    • Withholding taxes enrollment; E-FPS/eBIRForms setup.

  2. Local Government Permits

    • Barangay Clearance, Mayor’s/Business Permit, Occupancy Permit (if required), and ancillary clearances (Sanitary, Fire Safety).

  3. Social Agencies (if employing)

    • SSS, PhilHealth, Pag-IBIG employer registration and remittance setup.

  4. Bank Account

    • Open under the corporate name, not the individual’s; bring SEC papers, BIR 2303, valid IDs, board/stockholder resolution (or single stockholder resolution).

7) Corporate Governance & Reporting

A. Annual & Event-Based SEC Filings

  • General Information Sheet (GIS). File annually (OPCs submit the OPC GIS). Also file within 30 days of any change in officers, principal office, capital structure, nominee/alternate, or other registrable facts.

  • Annual Financial Statements (AFS).

    • File within the SEC’s annual timetable after fiscal year-end.
    • Audit requirement: AFS must be audited by an independent CPA once statutory thresholds are met (e.g., assets, liabilities, or gross sales/receipts exceeding set amounts under prevailing SEC rules). When below threshold, unaudited AFS may be accepted; check the current SEC schedule at the time of filing.

  • Beneficial Ownership Disclosure. Provide/maintain beneficial ownership information through the GIS or the latest BO form as prescribed.

B. BIR Returns

  • Monthly/Quarterly withholding and income tax returns.
  • Quarterly percentage tax (if non-VAT) or VAT returns.
  • Annual ITR and AFS filing with BIR; reconcile with SEC AFS.

C. Books & Resolutions

  • Maintain Stock & Transfer Book, Resolutions Book, and Accounting Books.
  • Corporate actions are memorialized by written single-stockholder resolutions (no board meetings are needed).

D. Data Privacy

  • If processing personal data, consider NPC registration/notifications and data privacy compliance (privacy notice, DPA, security measures).

8) Taxes: Snapshot (CREATE and related rules)

  • Corporate Income Tax (CIT).

    • 20% for small corporations with net taxable income ≤ ₱5,000,000 and total assets ≤ ₱100,000,000 (excluding land).
    • 25% regular rate for others.

  • Minimum Corporate Income Tax (MCIT). 2% of gross income (applies starting on the 4th taxable year from commencement of operations; creditable against regular CIT).

  • VAT vs. Percentage Tax.

    • VAT at 12% if annual gross sales/receipts exceed ₱3,000,000 (or if voluntarily registered).
    • Otherwise, percentage tax (subject to statutory rate and any temporary reliefs in force).

  • Withholding Taxes. Expanded/final withholding obligations on certain payments.

Always cross-check incentives (e.g., CREATE-Board of Investments/IPA registrations, PEZA, etc.) if eligible.

9) Special Notes on Officers & Bond

  • Corporate Secretary: must be a resident citizen, separate from the single stockholder. Responsible for corporate records, notices, and certifications.
  • Treasurer: may be the single stockholder. If so, the SEC requires a surety bond in an amount scaled to the authorized capital stock; renew annually and keep it current while the single stockholder is Treasurer.
  • Compliance Officer: not required for OPCs (this role appears in publicly listed/covered entities), but appointing a compliance lead is good practice.

10) Conversions, Death, Incapacity, and Transfer of Shares

A. OPC → Ordinary Stock Corporation

  • If the single stockholder transfers/sells shares to another so that there is more than one stockholder, the OPC must convert to a regular stock corporation (update Articles, officers, and capital structure) within the period set by the SEC (commonly within 60 days from the event).

B. Ordinary Corporation → OPC

  • If a regular corporation’s shares become held by one person (e.g., buyout), it may convert into an OPC subject to SEC procedures and documentary requirements.

C. Death or Incapacity

  • The Nominee automatically manages the OPC as director until the legal heirs or a new single stockholder are determined. The Alternate Nominee steps in if the Nominee cannot serve. Heirs must settle and transfer shares following estate rules; the OPC continues subject to compliance.

11) Common Pitfalls & How to Avoid Them

  1. Missing Nominee/Alternate Consents. Always attach signed written consents to the Articles; keep updated replacements on file.
  2. Wrong Name Style. Forgetting “OPC” at the end of the corporate name causes delays and potential rejection.
  3. No Treasurer’s Bond (when the stockholder is Treasurer). File the bond before or together with registration; calendar annual renewals.
  4. Late GIS/AFS. Track SEC and BIR calendars; late filings incur penalties and may lead to suspension/delinquent status.
  5. Misaligned Purpose vs. FINL/Industry Rules. Pre-screen the purpose clause against nationality/ownership limits and special permits (e.g., food, pharma, finance).
  6. Using OPC for Professional Practice. If you are a licensed professional intending to practice your profession, verify if a professional corporation or partnership is the correct vehicle.

12) Fees & Costs (Typical, for planning)

  • SEC Filing Fees: Based on Authorized Capital Stock plus documentary charges and legal research fees.
  • Name Reservation: Small fixed fee per reservation period.
  • Treasurer’s Surety Bond: Amount scaled to ACS (premium depends on insurer and bond size).
  • Notarization/Apostille: For documents executed abroad.
  • BIR Registration: Documentary stamp tax on original issuance of shares (DST), BIR 2303, ATP/e-invoicing costs, books registration.
  • LGU Permits: Vary by city/municipality and nature/size of business.

13) Winding Up and Dissolution

  • Voluntary dissolution (no creditors affected) is simpler; if creditors are affected, petition and publication/notice requirements apply.
  • Liquidation involves settling liabilities, distributing remaining assets to the stockholder, and cancelling registrations (BIR tax clearance, LGU closure).
  • Keep books and records for the statutory retention period (tax and corporate).

14) Practical Timelines (At a Glance)

  • SEC Incorporation: Preparation + online filing + payment + issuance of Certificate (varies by completeness and portal queues).
  • Post-SEC: BIR registration, LGU permits, bank account opening can typically be completed in short order if documents are complete.

(Timelines vary by locality, workload, and documentary readiness.)

15) Quick Compliance Calendar (Typical)

  • Within 30 days of changes in officers/office/nominee/capital → File updated GIS/Amendments with SEC.
  • Annually (post-FYE) → AFS (audited if over thresholds) with SEC & BIR per schedules.
  • Monthly/Quarterly → BIR withholding/VAT/percentage tax returns.
  • Annually → Renew Mayor’s/Business Permit (January), renew Treasurer’s Bond if applicable.

16) Document Templates You’ll Need

  • Articles of Incorporation for OPC (SEC template-based).
  • Nominee and Alternate Nominee Consents (standalone letters).
  • Treasurer’s Affidavit/Certification and Surety Bond (if Treasurer = single stockholder).
  • Single-Stockholder Resolutions (banking authorities, officer appointments, leases, etc.).
  • Data Privacy forms/policies (if processing personal data).

17) Frequently Asked Questions

Q: Can the single stockholder be President, Treasurer, and Director at the same time? A: Yes. But they cannot be the Corporate Secretary.

Q: Is a physical office required? A: Yes, provide a principal office address; many LGUs allow shared or serviced offices if compliant with zoning and permit rules.

Q: Must an OPC hold annual meetings? A: No board or stockholders’ meetings are necessary; written resolutions by the single stockholder suffice. You still file GIS and AFS.

Q: Can an OPC have employees? A: Yes. Register with SSS/PhilHealth/Pag-IBIG, enroll withholding taxes, and comply with labor standards.

Q: How do I bring in investors later? A: Issue/transfer shares to new owners, then convert the OPC into a regular stock corporation and amend the Articles accordingly.

18) Bottom Line

An OPC is a flexible, limited-liability vehicle tailor-made for solo founders who want the advantages of incorporation without multiple incorporators or by-laws. Success hinges on correct officer appointments (especially the Corporate Secretary and Treasurer’s bond), timely filings (GIS/AFS/BIR), and purpose alignment with nationality and industry rules. With sound planning, an OPC can start lean, scale, and later convert to a multi-owner corporation when needed.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.

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