How to Register a One-Person Corporation (OPC)
The One-Person Corporation (OPC) is a groundbreaking business structure introduced under Republic Act No. 11232, also known as the Revised Corporation Code of the Philippines, which took effect on February 23, 2019. For the first time in Philippine corporate law, a single natural person is allowed to form a corporation and enjoy the benefits of limited liability protection — a privilege previously available only to groups of incorporators. The OPC eliminates the need for dummy stockholders, simplifies corporate governance, and makes it easier for solo entrepreneurs, freelancers, and small business owners to formalize their business as a corporation registered with the Securities and Exchange Commission (SEC).
Before the Revised Corporation Code, individuals who wanted limited liability protection had to find at least four other people to act as incorporators. This requirement often led to the use of nominal or dummy stockholders who had no real interest in the business. The OPC structure solves this problem by allowing a single stockholder to own 100% of the capital stock, serve as the sole director, and manage the corporation independently. This guide will walk you through the complete process of registering an OPC with the SEC.
Key Features of a One-Person Corporation
The OPC offers unique advantages that set it apart from other business structures in the Philippines:
- Single Stockholder: Only one natural person owns and controls the entire corporation. There is no need for additional incorporators, directors, or stockholders.
- Limited Liability Protection: The single stockholder's personal assets are separate from the corporation's liabilities. The stockholder is only liable up to the extent of their capital contribution.
- Nominee and Alternate Nominee Required: The OPC must designate a nominee and an alternate nominee who will take over the corporation in the event of the single stockholder's death or permanent incapacity.
- No Minimum Capital Requirement: There is no minimum authorized capital stock required to form an OPC. You can start with any amount you choose.
- Simplified Governance: The single stockholder automatically serves as the sole director and president. There is no board of directors and no need for stockholders' meetings.
- No By-Laws Required: Unlike regular corporations, an OPC is not required to submit By-Laws. The Articles of Incorporation serves as the primary governing document.
- No Treasurer's Affidavit Required: The OPC registration process does not require a Treasurer's Affidavit, further simplifying the documentation requirements.
- Faster Processing: OPC registrations are typically processed within 1-3 working days through the SEC Company Registration System (CRS).
⚠ Who CANNOT Form a One-Person Corporation
The Revised Corporation Code and SEC regulations impose restrictions on who may form an OPC. The following persons and entities are NOT allowed to register a One-Person Corporation:
- Banks and quasi-banks — These are regulated by the Bangko Sentral ng Pilipinas (BSP) and must have multiple stockholders and directors.
- Insurance companies — Regulated by the Insurance Commission, these entities require a board of directors and cannot operate as a single-person entity.
- Public utilities — Companies that provide essential public services such as electricity, water, and telecommunications cannot be formed as an OPC.
- Pre-need companies — These are subject to special regulatory requirements that are incompatible with the OPC structure.
- Trust entities — Companies engaged in trust and fiduciary services cannot operate as a single-person corporation.
- Juridical entities (corporations or partnerships) — Only natural persons (individual human beings) can form an OPC. A corporation or partnership cannot register an OPC.
- Licensed professionals — Natural persons who are licensed to practice a regulated profession (e.g., lawyers, doctors, CPAs) cannot form an OPC for the purpose of practicing their profession, unless otherwise allowed by their professional regulatory board.
- Persons already owning another OPC — A natural person can only be the single stockholder of one OPC at a time.
OPC vs Sole Proprietorship vs Regular Corporation
Understanding the differences between an OPC, a sole proprietorship, and a regular corporation will help you choose the right business structure for your needs. Below is a comprehensive comparison of the three:
| Feature | One-Person Corporation (OPC) | Sole Proprietorship | Regular Corporation |
|---|---|---|---|
| Registration Agency | Securities and Exchange Commission (SEC) | Department of Trade and Industry (DTI) | Securities and Exchange Commission (SEC) |
| Legal Personality | Separate juridical entity from the owner | No separate legal personality; owner and business are one | Separate juridical entity from stockholders |
| Liability | Limited — personal assets are protected | Unlimited — personal assets are at risk | Limited — stockholders liable only up to their shares |
| Number of Owners | Exactly 1 (single stockholder) | Exactly 1 (sole proprietor) | 2 to 15 incorporators (no max stockholders) |
| Minimum Capital | No minimum requirement | No minimum requirement | No minimum (unless required by special law) |
| Annual Compliance | GIS, AFS, and annual report to SEC | Business permit renewal and DTI renewal every 5 years | GIS, AFS, and annual report to SEC |
| Income Tax | Corporate income tax rate (25% or 20% for MSMEs with net taxable income ≤ ₱5M and total assets ≤ ₱100M) | Personal income tax rates (graduated 0%-35%) or 8% flat tax option | Corporate income tax rate (25% or 20% for MSMEs) |
| Perpetual Existence | Yes — continues beyond the owner's lifetime through the nominee | No — terminates upon death of the owner | Yes — perpetual existence unless otherwise stated |
| Governance | Single stockholder is sole director and president | Owner has full control | Board of Directors (5-15 members), officers, meetings |
Tip: If you are a solo entrepreneur who wants limited liability protection and the credibility of a corporation without the complexities of multiple stockholders and board meetings, the OPC is the ideal business structure for you.
Step-by-Step OPC Registration Process
Follow these steps carefully to register your One-Person Corporation with the Securities and Exchange Commission. The entire process can be completed online through the SEC Company Registration System (CRS).
Check Your Eligibility
Before starting the registration process, confirm that you meet all the eligibility requirements for forming an OPC:
- You must be a natural person (an individual human being, not a corporation or partnership)
- You must be of legal age (at least 18 years old)
- You must be a Filipino citizen or a resident alien (for foreign-owned OPCs, additional requirements apply under the Foreign Investments Act)
- You must not already be a single stockholder of another existing OPC
- Your intended business activity must not fall under the restricted categories (banks, insurance companies, public utilities, pre-need companies, or trust entities)
- You must have a valid Tax Identification Number (TIN) issued by the Bureau of Internal Revenue (BIR)
Reserve Your Company Name via SEC CRS
Log in to the SEC Company Registration System (CRS) at crs.sec.gov.ph and reserve your proposed company name. Your OPC name must follow SEC naming guidelines:
- The name must end with "OPC" or "One Person Corporation" as the corporate identifier (e.g., "Ana's Design Studio OPC")
- The name must be distinguishable from existing registered company names in the SEC database
- Avoid names that are misleading, identical, or confusingly similar to existing registered entities
- The name reservation fee is ₱100 per proposed name
- You can submit up to three proposed names in order of preference
- The name reservation is valid for 30 days from the date of approval and may be extended once for another 30 days
Example names: "Stellar Tech Solutions OPC", "Maria's Bakeshop One Person Corporation", "JR Creative Design OPC"
Prepare the Articles of Incorporation (OPC Format)
The Articles of Incorporation (AOI) for an OPC has a special format that differs from a regular corporation. You will fill out the OPC-specific AOI form available in the SEC CRS. The AOI must include the following information:
- Corporate Name: The approved/reserved name ending in "OPC" or "One Person Corporation"
- Purpose/s: The primary and secondary purposes of the corporation (what business activities it will engage in)
- Principal Office Address: The complete address where the corporation will be based
- Term of Existence: Perpetual (default) or a specific number of years
- Single Stockholder Information: Full name, nationality, date of birth, TIN, and residential address of the sole stockholder
- Authorized Capital Stock: The total number of shares and par value per share. At least 25% must be subscribed, and at least 25% of the subscribed capital must be paid up.
- Nominee: Full name, nationality, TIN, and address of the designated nominee who will take over in the event of the single stockholder's death or incapacity
- Alternate Nominee: Full name, nationality, TIN, and address of the alternate nominee who will serve in case the primary nominee is unavailable or unwilling
Important: Both the nominee and alternate nominee must provide their written consent. They must be natural persons of legal age and must not be the single stockholder of another OPC.
Execute the Self-Certification
One of the unique features of the OPC registration is the self-certification requirement. Instead of submitting By-Laws and a Treasurer's Affidavit (which are required for regular corporations), the single stockholder must execute a self-certification under oath stating the following:
- The single stockholder is not a nominee or an alternate nominee of another OPC
- The single stockholder is not the single stockholder of any other existing OPC
- The paid-up capital as stated in the Articles of Incorporation has been duly received and is available for the corporation's operations
- All information contained in the Articles of Incorporation is true and correct
Note: The self-certification replaces both the By-Laws and the Treasurer's Affidavit. This significantly reduces paperwork and speeds up the registration process compared to a regular corporation.
Submit Online via SEC Company Registration System
Once all documents are prepared, submit your OPC registration application through the SEC CRS online portal. Here is what you need to do:
- Log in to your SEC CRS account at crs.sec.gov.ph
- Select the "One Person Corporation" registration type
- Fill in all required fields in the online form (company details, stockholder info, nominee info, capital structure)
- Upload supporting documents: valid government-issued ID of the single stockholder, nominee consent forms, and other required attachments
- Review all information for accuracy before submitting
- Submit the application and wait for the system to generate your payment assessment
Pay the Filing Fees
After submitting your application, the SEC CRS will generate a payment order with the breakdown of fees. The filing fees for an OPC are computed as follows:
| Fee Type | Computation |
|---|---|
| Articles of Incorporation Filing Fee | 1/5 of 1% of authorized capital stock (minimum ₱2,000) |
| Legal Research Fee (LRF) | 1% of the filing fee |
| Name Reservation Fee | ₱100 per proposed name (if not yet paid) |
| Documentary Stamp Tax (DST) | Based on authorized capital stock and par value of shares |
Payment can be made through the following channels:
- Online banking (BDO, BPI, Landbank, and others)
- Over-the-counter bank payments
- GCash or other e-wallet platforms
- SEC cashier (for walk-in transactions)
Receive Your Certificate of Incorporation
Once your payment is confirmed and your application is approved, the SEC will issue your Certificate of Incorporation. This is the official document that proves your OPC is a legally registered corporation in the Philippines.
- The Certificate of Incorporation is generated electronically and can be downloaded from the SEC CRS portal
- Processing time is typically 1-3 working days after confirmation of payment
- The certificate includes your SEC registration number, company name, date of incorporation, and other key details
- Print and keep a copy of the certificate — you will need it for BIR registration, business permit applications, and bank account opening
After SEC Registration: Proceed to register with the BIR (for TIN and official receipts), the local government unit (for Mayor's Permit / Business Permit), and SSS, PhilHealth, and Pag-IBIG (if you will hire employees).
OPC Registration Requirements
Before filing your OPC registration, make sure you have the following documents and information ready. All documents must be clear, complete, and up-to-date:
| # | Requirement | Details |
|---|---|---|
| 1 | Articles of Incorporation (OPC Format) | Special OPC form available in SEC CRS; includes nominee and alternate nominee details |
| 2 | Valid Government-Issued ID | Philippine passport, driver's license, UMID, PhilSys (National ID), or any valid government ID with photo and signature |
| 3 | Tax Identification Number (TIN) | Valid TIN of the single stockholder issued by the Bureau of Internal Revenue |
| 4 | Nominee's Written Consent | Signed written consent of the designated nominee agreeing to take over the OPC in case of the single stockholder's death or incapacity |
| 5 | Alternate Nominee's Written Consent | Signed written consent of the alternate nominee |
| 6 | Nominee's and Alternate Nominee's Valid IDs | Government-issued IDs of both the nominee and alternate nominee |
| 7 | Self-Certification (Affidavit) | Executed by the single stockholder under oath; replaces the By-Laws and Treasurer's Affidavit |
| 8 | Proof of Payment | Payment confirmation or receipt of SEC filing fees and documentary stamp tax |
| 9 | SEC CRS Account | An active account on the SEC Company Registration System (crs.sec.gov.ph) for online filing |
Complete Example: Ana Starts Her Freelance Design OPC
Let's walk through a real-world scenario to understand how the entire OPC registration process works from start to finish.
👤 Meet Ana — Freelance Graphic Designer
Background: Ana Santos is a 28-year-old freelance graphic designer based in Quezon City. She has been working as a sole proprietor registered with the DTI for three years. Her business has grown, and she now works with larger corporate clients who prefer to engage with incorporated entities. She wants to protect her personal assets and give her business more credibility, so she decides to register an OPC with the SEC.
Planned Company Name: "Ana Santos Creative Studio OPC"
Business Purpose: Graphic design, branding, web design, and digital marketing services
Authorized Capital Stock: ₱100,000.00 divided into 100,000 shares at ₱1.00 par value per share
Subscribed Capital: ₱25,000.00 (25% of authorized capital stock)
Paid-Up Capital: ₱6,250.00 (25% of subscribed capital)
Nominee: Maria Santos (Ana's mother)
Alternate Nominee: Pedro Santos (Ana's brother)
Ana's Step-by-Step Process:
Step 1 — Eligibility Check: Ana confirms she is a Filipino citizen, at least 18 years old, has a valid TIN, and does not own another OPC. Her business (graphic design) is not a restricted industry. She is eligible.
Step 2 — Name Reservation: Ana logs in to crs.sec.gov.ph and submits her proposed name "Ana Santos Creative Studio OPC" as her first choice, with "ACS Design OPC" as her second choice. She pays ₱100 for the name reservation. After 1 working day, her first choice is approved.
Step 3 — Articles of Incorporation: Using the SEC CRS online form, Ana fills in her company details, capital structure, nominee information, and business purpose. She designates her mother Maria as the nominee and her brother Pedro as the alternate nominee.
Step 4 — Self-Certification: Ana executes the self-certification, declaring under oath that she is not a stockholder of another OPC and that the paid-up capital of ₱6,250.00 is available for the corporation's use.
Step 5 — Online Submission: Ana uploads her valid ID, the nominee consent forms signed by Maria and Pedro, and submits her complete application through the SEC CRS.
Step 6 — Payment: The SEC CRS generates the following fee computation:
| Fee | Computation | Amount |
|---|---|---|
| Filing Fee (AOI) | 1/5 of 1% x ₱100,000 = ₱200 (below minimum) | ₱2,000.00 |
| Legal Research Fee | 1% x ₱2,000 | ₱20.00 |
| Name Reservation | Already paid during name reservation | ₱100.00 |
| Documentary Stamp Tax | Based on subscribed shares | ₱262.50 |
| Total Estimated Cost | ₱2,382.50 | |
Step 7 — Certificate of Incorporation: Ana pays via online banking. After 2 working days, her application is approved and she downloads her Certificate of Incorporation from the SEC CRS portal. She is now the sole stockholder, sole director, and president of "Ana Santos Creative Studio OPC" — a legally registered corporation with its own separate legal personality.
Ana's Next Steps: After receiving her SEC Certificate of Incorporation, Ana proceeds to (1) register the OPC with the BIR to get an official TIN for the corporation and authority to print receipts/invoices, (2) apply for a Business Permit at the Quezon City Hall, and (3) open a corporate bank account under "Ana Santos Creative Studio OPC."
Frequently Asked Questions (FAQ)
Q: Can I convert my DTI-registered sole proprietorship to an OPC?
A: Yes, you can. However, the process is not a direct "conversion." You will need to register a new OPC with the SEC and then transfer your business assets and operations to the new corporation. You should also close or cancel your DTI sole proprietorship registration and update your BIR registration to reflect the new corporate entity. The OPC will be treated as a brand-new juridical entity with its own TIN, separate from your personal TIN.
Q: What are the duties of the nominee and alternate nominee?
A: The nominee and alternate nominee serve as successors to the single stockholder in the event of death, permanent incapacity, or other causes that prevent the single stockholder from managing the corporation. The nominee takes over as the single stockholder and assumes full control of the OPC. The alternate nominee steps in only if the primary nominee is unable or unwilling to assume the role. Both must give their written consent at the time of OPC registration and can be replaced by the single stockholder at any time through an amendment to the Articles of Incorporation.
Q: What happens to the OPC if the single stockholder dies?
A: Upon the death of the single stockholder, the nominee (or the alternate nominee, if the primary nominee is unavailable) takes over as the new single stockholder of the OPC. The nominee must notify the SEC within five (5) days from the death of the original single stockholder. The nominee then has sixty (60) days from the time of takeover to either (1) transfer the shares to the qualified heirs of the deceased, (2) dissolve the OPC, or (3) convert the OPC into a regular corporation. During this transition period, the OPC continues to exist and operate.
Q: What are the annual compliance requirements for an OPC?
A: An OPC must comply with the following annual requirements: (1) File a General Information Sheet (GIS) with the SEC within 30 days from the anniversary date of incorporation, (2) File Audited Financial Statements (AFS) with the SEC within 120 days from the end of the fiscal year, (3) File annual income tax returns with the BIR, (4) Renew the Mayor's Permit / Business Permit with the local government unit annually, and (5) Pay all applicable local business taxes. Failure to file the GIS and AFS may result in penalties, fines, or revocation of the OPC's certificate of incorporation.
Q: Can an OPC be converted into a regular corporation?
A: Yes, an OPC can be converted into a regular corporation at any time. The single stockholder must amend the Articles of Incorporation to add new stockholders (at least one more), appoint a board of directors, adopt By-Laws, and comply with all requirements for a regular stock corporation. The conversion must be filed with the SEC through the CRS portal along with the necessary amendments and supporting documents. Conversely, a regular corporation can also convert into an OPC if the shares are consolidated to a single stockholder.
Q: Can a foreigner register an OPC in the Philippines?
A: Yes, a foreign national may register an OPC in the Philippines, subject to the restrictions under the Foreign Investments Act (FIA) and the Negative List. The OPC's business activity must not be included in the Foreign Investment Negative List (FINL), which reserves certain industries for Filipino nationals or imposes foreign ownership limitations. Additionally, foreign-owned OPCs with paid-in capital of less than US$200,000 must comply with the minimum investment thresholds under the FIA. It is advisable to consult with a lawyer or a business registration specialist for foreign OPC registrations.
Q: Does an OPC need to file separate tax returns from the owner?
A: Yes, because an OPC is a separate juridical entity, it files its own corporate income tax returns with the BIR. The OPC will have its own corporate TIN, separate from the single stockholder's personal TIN. The OPC pays corporate income tax (25%, or 20% for MSMEs with net taxable income not exceeding ₱5 million and total assets not exceeding ₱100 million). If the OPC distributes dividends to the single stockholder, the dividends are subject to a 10% final withholding tax.
Important Reminders
- A natural person can only be the single stockholder of one OPC at a time. If you want to register a second OPC, you must first dissolve or transfer your interest in the existing OPC.
- The OPC company name must always include the abbreviation "OPC" or the words "One Person Corporation" to distinguish it from regular corporations.
- The single stockholder automatically serves as the sole director and president of the OPC. However, the single stockholder may appoint other officers such as a treasurer, secretary, or other positions as needed.
- Keep your corporation's books of accounts, financial records, and corporate records properly maintained. Even though an OPC has simplified governance, it is still required to keep proper records and submit annual compliance reports.
- The nominee and alternate nominee can be changed at any time by the single stockholder by filing an amendment to the Articles of Incorporation with the SEC. The new nominee must provide written consent.
- If the OPC's paid-up capital at any time becomes inadequate for its financial obligations, the SEC may require the single stockholder to increase the capital or the single stockholder may become personally liable (piercing the corporate veil).
- An OPC must file its General Information Sheet (GIS) within 30 days from the date of the annual anniversary of incorporation and its Audited Financial Statements (AFS) within 120 days from the end of the fiscal year. Late filing may result in penalties.
- The SEC may revoke the certificate of incorporation of an OPC if it continuously fails to file its annual compliance requirements, engages in fraud, or acts contrary to law.
- If you are converting from a sole proprietorship, make sure to cancel your DTI registration and update all permits, licenses, and government registrations to reflect the new OPC entity.
- Use the SEC Company Registration System (CRS) at crs.sec.gov.ph for all OPC registration and post-registration transactions. Walk-in applications are generally not accepted for OPC registrations.
Need Help?
If you have questions about OPC registration or need assistance with the process, you can reach the SEC through the following channels:
- SEC Hotline: (02) 8818-0921
- SEC Email: corpfin@sec.gov.ph
- SEC Website: www.sec.gov.ph
- SEC CRS Portal: crs.sec.gov.ph
- SEC Main Office: SEC Building, EDSA Greenhills, Mandaluyong City, Metro Manila
- Office Hours: Monday to Friday, 8:00 AM to 5:00 PM (except holidays)
For complex registrations or if your business involves foreign ownership or regulated industries, it is recommended to consult with a lawyer or a business registration consultant who specializes in SEC matters.
Disclaimer
This guide is provided for general informational purposes only. The requirements, steps, fees, and procedures mentioned here may vary depending on the SEC office you visit. We recommend visiting your nearest SEC office first to confirm the specific requirements and process before preparing your documents.