Processing Time for One Person Corporation (OPC) Registration in the Philippines
Overview
A One Person Corporation (OPC) is a corporation with a single stockholder, introduced by Republic Act No. 11232 (the Revised Corporation Code or RCC) in February 2019. While the substantive requirements for forming an OPC are straightforward, founders often underestimate the time needed to move from reserving the corporate name to starting business operations. This article gathers, in one place, every major rule, benchmark, and practical factor that governs—or affects—the processing time.
1. Legal Framework Governing Processing Times
| Instrument | Key Provisions on Timing |
|---|---|
| R.A. 11232 (RCC) | §10 allows the SEC to prescribe “expedited” modes of registration; §115 authorizes the SEC to issue implementing regulations. |
| SEC Mem. Circular No. 7-2020 | Launches the Electronic Simplified Processing for Incorporation of Companies (eSPIC), promising 1–3 working days processing for OPCs filed electronically and 3–7 working days for over-the-counter filings. |
| SEC Mem. Circular No. 6-2022 | Migrates OPC applications to the eFAST portal; automatically disapproves incomplete submissions after 30 days. |
| R.A. 11032 (Ease of Doing Business Act) | Mandates all agencies, including SEC, BIR, and LGUs, to observe the “3-7-20” rule (simple transactions in 3 days, complex in 7, highly technical in 20). |
Bottom line: No statute hard-codes an exact number of days, but agencies must keep within the 3-7-20 ceiling unless they declare a transaction “highly technical.”
2. Stage-by-Stage Timeline
| Stage | Responsible Office | Statutory/Regulatory Service Standard | Usual Real-World Range* |
|---|---|---|---|
| Name Reservation (via SEC CRS/eFAST) | SEC Company Registration & Monitoring Department (CRMD) | Automated approval “within the day”; reservation valid 30 calendar days (renewable) | Instant–24 h |
| Drafting & Upload of Articles, By-laws and Forms | Applicant (self-prepared or via lawyer) | — | 1 day–1 week (depends on preparation) |
| Pre--processing Review | SEC CRMD/Information Officers | Simple transaction → 3 working days | 1–3 days |
| Payment of Filing Fees | SEC Cashier (online or onsite) | Must be paid within 30 days of approval | Same day |
| Final Approval & Certificate of Incorporation | SEC CRMD Director | Simple transaction → 3 working days from payment | Same day–3 days (eFAST often 24 h) |
| BIR TIN & Registration | Bureau of Internal Revenue RDO | BIR Citizens Charter: 1 day for COR/TIN release | 1–5 days |
| LGU Clearances (Barangay & Mayor’s Permit) | Barangay Hall; City/Municipal Hall | Local Business One-Stop-Shop (LBOSS) aims for 1–2 days simple; up to 7 days | 2 days–2 weeks |
| SSS, PhilHealth, Pag-IBIG Enrollment | Respective agencies | 1 day each (online portals) | Same day–3 days |
* Typical ranges reported by incorporators and corporate secretaries as of 2024–2025.
3. Factors That Speed Up—or Slow Down—SEC Processing
eFAST Compliance
- Electronic submissions with properly-formatted DOCX/PDF files routinely get “Approved/For payment” status in under 24 hours.
- Scanned, unsecured PDFs or mismatched file names trigger auto-rejections.
Director/Kuwaitizer Issues
- An OPC still needs a corporate secretary and, if desired, a treasurer. If either is already listed in the SEC Blacklist database (e.g., for pending disqualification), CRMD escalates the filing → turns the transaction “complex,” extending review to up to 7 working days.
Foreign Ownership or Special Licenses
- If a foreign national is the sole stockholder, Proof of inward remittance and Tax Treaty relief papers may be required, adding 2–5 days.
- Industries with special charters (banking, pawnshop, insurance, etc.) must obtain secondary licenses, transforming the filing into “highly technical” (up to 20 working days).
Name-Related Disputes
- A Deferred status for “confusingly similar” names pauses the clock; the incorporator must upload a consent letter or adjust the name—often 3–7 days delay.
Peak Filing Seasons
- January–April (tax season) and November–December (year-end incorporations) see surge traffic; SEC’s first-in, first-out queue lengthens simple transactions to 4–6 days.
4. Post-SEC Registration: Why “Processing Time” Really Extends
Even after receiving the Certificate of Incorporation, an OPC is not yet fully operational until it completes post-incorporation registrations:
| Agency | Mandatory Output | Legal Deadline | Sanction for Delay |
|---|---|---|---|
| BIR | COR (Form 2303), Authority to Print Receipts, Books of Accounts | 30 days from SEC date | ₱1,000–₱25,000 penalties |
| LGU | Barangay Clearance → Mayor’s/Business Permit | Before start of business, renewed every 20 January | Closure order & surcharges |
| SSS/PhilHealth/Pag-IBIG | Employer Numbers | Within 30 days of hiring first employee | Penalties plus bar on government transactions |
| SEC GIS & Audited FS | Reportorial filings | GIS: 15 days after fiscal year’s annual stockholder meeting; AFS: 120 days after FY-end | ₱1,000/day late fee |
These downstream tasks can add 2–4 weeks to the true go-live timeline.
5. Comparative Benchmarks
| Entity Type | SEC Processing (simple) | Typical Total Time to Operate* |
|---|---|---|
| OPC | 1–3 working days | 2–4 weeks |
| Stock Corp (2–15 founders) | 3–7 working days | 3–5 weeks |
| Sole Proprietorship (DTI) | Same day | 1–2 weeks |
* From name reservation to first official sale issuance.
6. Tips to Shorten Your Timeline
- Use eFAST exclusively – Paper filings almost always take longer.
- Pre-validate documents – Run the SEC’s free OCR checker to avoid unreadable scans.
- Pay online via LandBank/BPI e-payment link – Payments post in real-time; over-the-counter slips post next banking day.
- Secure Barangay Clearance before BIR – Some RDOs require proof of local permit application.
- File BIR Form 1903 with eAFS attachments ready – Having the SEC-stamped Articles saves a return trip.
- Calendar reportorial deadlines on Day 1 – Late GIS filing is the #1 reason OPCs incur penalties in their first year.
7. Frequently Asked Questions (FAQ)
| Question | Answer |
|---|---|
| Can I walk in at SEC and get same-day approval? | Only if using an authorized SEC Customer Service Center (usually inside major law firms or LGUs). Even then, the certificate is emailed next working day. |
| Does an OPC need a treasurer-in-trust (TITF)? | No; the sole stockholder may act as President, Sole Director, and Treasurer, provided a bond is posted if authorized capital ≥ ₱1 million. This has no material effect on processing time unless bonding company vetting is slow. |
| What if I miss the 30-day payment window? | The application is auto-void. You must re-reserve the name and re-upload the forms. |
| Is there an express lane fee? | None. Agencies may not charge “facilitation” fees under R.A. 9485 and R.A. 11032. |
| How long to amend an OPC certificate (e.g., address change)? | SEC processing is 3–7 working days; post-approval, update BIR & LGU within 30 days. |
8. Conclusion
From a purely SEC standpoint, forming a One Person Corporation in the Philippines is now a sub-one-week affair—often next-day through the eFAST portal. The real variable lies in post-incorporation compliance: BIR, LGU, and social agencies add one to three more weeks before the business can legally invoice clients. By preparing complete digital documents, leveraging online payment channels, and sequencing downstream registrations intelligently, a founder can compress the end-to-end timeline to approximately two weeks—a dramatic improvement over pre-RCC practice.
Prepared August 2, 2025. All regulations cited are in force as of this date.