Registering a One-Person Corporation (OPC) with Full Foreign Ownership in the Philippines

A practical, everything-you-need guide for foreign founders who want 100% ownership of a Philippine company—structured as an OPC—without wading through jargon.

1) What an OPC is (and why foreigners use it)

An OPC is a corporation with one stockholder who is also the sole director. It has separate juridical personality (your personal assets are generally shielded), no bylaws, and fewer governance formalities than a traditional corporation. Foreign nationals may own 100% of an OPC if the business activity is not restricted by nationality rules and any applicable minimum-capital rules are met.

Key benefits

Limited liability and perpetual existence
1 owner/director; no board meetings or stockholder meetings to convene
Faster setup than a multi-person corporation
Eligible (like other domestic corporations) for incentives if it qualifies under investment laws/programs

Core limits

An OPC cannot engage in activities where corporations are barred (e.g., the practice of a regulated profession unless a special law says otherwise).
Certain sectors (banking, insurance, public utilities, etc.) are off-limits to OPCs or have separate charters/supervision.
If your line of business is partly nationalized, you can’t make it “fully foreign-owned” by using an OPC; the same equity caps still apply.

2) Can a foreigner be the sole stockholder?

Yes, subject to two big filters:

Foreign Equity Restrictions (by activity). The Philippines maintains a Foreign Investment Negative List (FINL) and other special laws that limit or prohibit foreign ownership in certain activities (e.g., mass media, small-scale mining, some land-related activities, and others). If your activity isn’t restricted, 100% foreign ownership is generally allowed.
Minimum Paid-In Capital (by market & industry).
- For most domestic-market enterprises with more than 40% foreign equity, the Foreign Investments Act (FIA) requires US$200,000 minimum paid-in capital. This may be reducible to US$100,000 if you meet specific conditions (e.g., advanced technology as certified by the authorities or a significant number of direct Filipino employees).
- Special industries can have higher thresholds (for example, retail trade has its own minimum paid-up capital rules under the Retail Trade Liberalization law).
- Export enterprises (generally selling the great majority of output abroad) are often not subject to the US$200,000 FIA rule.

Practical take: Before filing, confirm that your primary and secondary purposes (your business activities) are either (a) freely open to 100% foreign ownership, or (b) you satisfy the capital and employment/technology carve-outs that allow full foreign ownership.

3) Who may form an OPC (and who may not)

Allowed single stockholders

A natural person (of legal age), Filipino or foreign
An estate
A trust

Not allowed as the single stockholder

A corporation or partnership (they cannot form an OPC as the single stockholder)

Practice of professions: As a rule, corporations (including OPCs) cannot practice regulated professions (law, medicine, accountancy, engineering, etc.) unless a special law authorizes corporate practice and you meet licensing reciprocity or nationality requirements. If your business is professional practice, an OPC is usually not the correct vehicle.

4) Corporate name, office, and officers

Name styling

Your corporate name must include “OPC” (e.g., Nimbus Labs OPC).
It must be distinguishable from existing names/trademarks and reflect your business purpose(s).

Principal office address

Must be in the Philippines. Use a real address (leasing a virtual/serviced office is common for startups).

Mandatory officers (OPC-specific rules)

The single stockholder is the President and sole director.
Corporate Secretary: must be a Philippine resident and a Filipino citizen. The single stockholder cannot be the corporate secretary.
Treasurer: the single stockholder may serve as Treasurer subject to posting a surety bond (bond amount scales with authorized capital) and ongoing bond renewal; otherwise appoint a separate resident Treasurer.

Nominees (a unique OPC feature)

You must designate a Nominee and an Alternate Nominee in the Articles of Incorporation (with their written consents).
If you die or become incapacitated, the Nominee temporarily takes over to run the OPC until the heirs/trust/estate designate the new single stockholder and the SEC records the change.

5) Step-by-step registration (SEC → LGU → BIR → social agencies)

A) Securities and Exchange Commission (SEC)

Structure & activity check. Map your activities against foreign ownership limits and capital rules. Decide your authorized capital, par value (or no-par), and paid-in on Day 1 (mind the FIA or sector-specific minimums).
Name verification/reservation.
Prepare SEC forms for an OPC, including:
- Articles of Incorporation (OPC form) stating your primary and secondary purposes, principal office, Nominee/Alternate, authorized capital, and the sole stockholder’s subscription.
- Written consent of the Nominee and Alternate Nominee.
- Treasurer’s bond (if the sole stockholder is also Treasurer).
- KYC IDs (passport for foreigner), tax identification number (get one if you don’t have it yet).
- If executed abroad, notarize and apostille/legalize documents as required.
- If claiming a lower FIA threshold (e.g., “advanced technology”), prepare the supporting certification.
Pay SEC filing fees (computed on authorized capital plus legal research/documentary fees).
Receive the Certificate of Incorporation.

B) Local Government Unit (LGU) permits

Barangay Clearance (where your principal office is located)
Mayor’s/Business Permit (city/municipality) and zoning clearance
Occupancy/Fire Safety (as applicable) (Many cities now offer unified online portals.)

C) Bureau of Internal Revenue (BIR)

Register the corporation (Application Form for corporations), obtain your BIR Certificate of Registration.
Books of accounts (manual or computerized) and invoicing/receipting compliance; authority to print or issue e-receipts as applicable.
Pay documentary stamp tax (DST) on original share issuance and on lease instruments, etc., within statutory deadlines.
Enroll in e-filing and e-payment systems; track withholding obligations.

D) Social agencies (when you hire)

SSS, PhilHealth, Pag-IBIG employer registration; DOLE reportorial filings for new establishments, and OSH compliance.

6) Capital, banking, and foreign-exchange points

Paid-in capital must be actually received by the OPC. If funds come from abroad, remit through the banking system so you have inward remittance records; banks can register the foreign investment under the FX rules to facilitate repatriation of capital and dividend remittances later.
Keep bank certificates / credit advices and subscription/share issuance paperwork tidy—these get checked (e.g., for DST, audits, incentives applications, and when sending dividends abroad).

7) Taxes in brief (domestic corporations)

Regular Corporate Income Tax (RCIT). Philippine domestic corporations pay RCIT on net taxable income (standard rate structure under the CREATE law). A lower rate can apply to small corporations meeting income and asset thresholds.
Minimum Corporate Income Tax (MCIT). Applies from the 4th taxable year following the start of operations, based on gross income; you pay whichever is higher between RCIT and MCIT for that year.
Value-Added Tax (VAT) or Percentage Tax. Crossing the VAT threshold or engaging in VATable activities triggers VAT registration; otherwise the percentage tax regime may apply.
Withholding taxes. You withhold on certain payments (compensation, professional fees, rentals, etc.).
Dividends to foreign individuals are subject to final withholding tax (treaty relief may reduce the rate under an applicable tax treaty, subject to treaty relief procedures).
Dividends to foreign corporations are also subject to final tax; tax-sparing rules or treaty rates can reduce the default rate if conditions are satisfied.
Local business taxes (city/municipal), real property tax (if you own improvements), and DST on share issuances and certain documents also apply.

Tip: Align your fiscal year (calendar vs. non-calendar) early; it drives filing calendars with both the SEC and BIR.

8) Ongoing compliance (what an OPC must keep doing)

Corporate governance & reports

General Information Sheet (GIS) for OPCs, filed annually (OPCs follow their own form and timing rules).
Annual Financial Statements (AFS) filed with the SEC; audit requirement depends on asset/liability thresholds—many corporations must file audited FS.
Minutes book & resolutions: Even with 1 owner, document major decisions (capital increases, officer appointments, contracts with the sole stockholder, etc.).
Beneficial ownership disclosure: keep your beneficial ownership info accurate and updated with the SEC.

Tax & LGU calendars

Monthly/Quarterly tax returns (withholding, VAT/percentage tax, income tax), Annual ITR and annual information returns, DST on new issuances, LGU renewals every January, fire safety inspections, etc.

Event-driven filings unique to OPCs

Change of Nominee/Alternate, incapacity/death notifications and succession filings, change of officers/address, capital changes, purpose amendments, and conversion (see below).

9) Immigration & employment for foreign owners

If the foreign sole stockholder will work in the Philippines as President/Treasurer or in any operational role, expect to secure a DOLE Alien Employment Permit (AEP) and a corresponding work visa (commonly 9(g)).
Non-working owners who only attend high-level meetings sporadically may rely on other visas, but once you render local services, the AEP/9(g) regime usually applies.
Other visas exist (e.g., Special Investor’s Resident Visa (SIRV), PEZA/BOI-related options for executives of registered enterprises); suitability depends on facts and intended activities.

10) Land, leases, and offices

Corporations with more than 40% foreign equity cannot own land. Long-term leases are common (under the Investor’s Lease Act, long terms are available).
Office or PEZA/other ecozone space leases are standard for export-oriented firms.

11) Incentives & special regimes (optional but valuable)

If you qualify as a Registered Business Enterprise (RBE) with the BOI or in an economic zone (e.g., PEZA), you may access an Income Tax Holiday (ITH) and either Special Corporate Income Tax or Enhanced Deductions for a limited period, depending on your activity (export vs. domestic) and location (Metro vs. countryside).
Registration requires a separate application and performance commitments (export ratios, job generation, tech transfer, domestic linkages, etc.).

12) Conflicted/related-party transactions

With only one owner, it’s easy to blur lines. Philippine corporate and tax rules still expect arm’s-length behavior:

Document loans and advances with board (sole director) resolutions, promissory notes, and interest at market-reasonable rates.
Transfer pricing rules apply to related-party cross-border dealings; maintain TP documentation where relevant.
Transactions with the sole stockholder are still corporate acts—paper them properly.

13) Conversions, exit, and closure

Convert to a standard stock corporation if bringing in co-founders/investors (file amended articles and comply with SEC’s conversion process).
Convert a regular corporation into an OPC if one person acquires all outstanding shares.
Voluntary dissolution (no creditors) is relatively straightforward for an OPC; with creditors, expect a notice and settlement process.
Maintain clean tax clearances and final returns for a smooth exit.

14) Common pitfalls (and how to avoid them)

Misclassifying your activity. A single word in your purpose clause can move you into a restricted sector or trigger higher capital rules (e.g., “retail”). Draft the purpose precisely.
Ignoring FIA capital thresholds. If you’re a domestic-market business and want 100% foreign ownership, plan for US$200k paid-in (unless you qualify and can prove an exception).
Treasurer’s bond lapse. If you serve as your own Treasurer, renew the bond on time.
Nominee paperwork. Keep Nominee/Alternate consents current; update promptly on changes.
BIR timing on DST and invoicing: missing these leads to penalties.
Banking trail for foreign capital: always remit through banks and retain the inward remittance proofs.

15) Quick checklist (foreign-owned OPC)

Activity cleared vs. FINL and special laws
Capital plan aligns with FIA/sector minimums
Name with “OPC” reserved
Articles of Incorporation (OPC) + Nominee/Alternate consents
Corporate Secretary (Filipino citizen, resident) identified
Treasurer’s bond (if you are Treasurer)
KYC IDs; apostilled docs if executed abroad
SEC filing & Certificate of Incorporation
Barangay + Mayor’s/Business Permit
BIR registration, books, invoices, DST paid
SSS/PhilHealth/Pag-IBIG (upon hiring)
AEP/Work Visa if you will work locally
Annual GIS & AFS calendars set; tax filings scheduled
Bank inward remittance records filed and saved

16) Frequently asked (foreign founders)

Q: Can I be President, Treasurer, and Corporate Secretary at the same time? A: You can be President (and sole director) and also Treasurer (with a bond). You cannot be the Corporate Secretary; appoint a Filipino citizen-resident for that role.

Q: Is an OPC the same as a sole proprietorship? A: No. An OPC is a corporation—a separate legal person—with limited liability. A sole proprietorship is you, personally liable, and foreign ownership follows different rules.

Q: Can my fully foreign-owned OPC own land? A: No. Lease instead. Improvements can be owned; the land remains subject to nationality limits.

Q: Do I need audited financial statements? A: Many corporations do; audit requirements depend on asset/liability thresholds. Plan to be audit-ready from Day 1.

Q: What if I want to add investors later? A: File a conversion to a multi-person stock corporation and amend your articles to add authorized capital, pre-emptive rights terms, etc.

17) Final, practical takeaways

An OPC is the simplest way for a single foreign founder to hold 100% of a Philippine company, provided your business is open to full foreign ownership and you meet capital rules.
Draft your purpose and capital carefully; secure a Filipino corporate secretary early; and don’t forget the treasurer’s bond if you’ll hold that role.
Build a compliance calendar for SEC (GIS/AFS), BIR (returns, DST, invoicing), and LGU (permit renewals).
Keep inward remittance proofs and related-party paperwork clean—this saves pain at dividend time, during bank KYC, and in audits.

This article reflects the legal landscape as commonly understood through mid-2024. Specific thresholds, deadlines, and sector rules can change. For high-stakes decisions (e.g., claiming a reduced FIA capital threshold, engaging in sector-regulated activities, or applying for incentives), get tailored advice from Philippine counsel or a seasoned corporate/tax practitioner.