How to Register a One Person Corporation (OPC) in the Philippines

More and more Filipinos — and even expats — are jumping into eCommerce and small business ventures. With demand booming and barriers to entry lower than ever, entrepreneurship is on the rise. But if you want to run things legally (and avoid costly headaches later), you’ll need to register your business properly.

Thanks to Republic Act No. 11232, also known as the Revised Corporation Code (RCC), entrepreneurs now have a great option: the One Person Corporation (OPC). This structure makes it possible to enjoy the benefits of a corporation without the need for multiple incorporators or a board of directors.

In this guide, we’ll walk you through everything you need to know about OPCs, from what they are, to requirements, to the step-by-step registration process.

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What is a One Person Corporation?

A One Person Corporation (OPC) is exactly what it sounds like — a corporation with just one stockholder. That stockholder can be:

• A natural person (of legal age)
• An estate
• A trust

Unlike sole proprietorships, an OPC provides limited liability protection. This means if the business runs into debt, only corporate assets are at risk — not your personal ones.

Other key points about OPCs:

• Perpetual existence – The company doesn’t automatically dissolve when the owner dies. A nominee (or alternate nominee) can take over.
• Restrictions – Certain entities cannot form OPCs (unless covered by special laws). These include banks, financial institutions, insurance companies, public companies, and licensed professionals (like lawyers and doctors).

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Why Choose an OPC?

Think of an OPC as a middle ground between a sole proprietorship and a regular corporation.

• Like a sole proprietorship, you retain full control.
• Like a corporation, your liability is limited to your investment.

This makes OPCs attractive for small and medium enterprises like:

• Sari-sari stores
• Vape shops
• Ready-to-wear (RTW) clothing businesses
• Online sellers

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Key Considerations for SEC OPC Registration

When you register an OPC with the Securities and Exchange Commission (SEC), here’s what you’ll need to sort out:

1. Incorporator
   The single stockholder also serves as the incorporator, director, and president.
2. Capital Stock
   No minimum capital stock is required (unless specified by law). You don’t need to deposit paid-up capital at incorporation, though your OPC will pay the standard 30% corporate income tax.
3. Corporate Name
   Your business name must include the suffix “OPC” to show it’s a One Person Corporation.
4. Corporate Officers
   Within 15 days of incorporation, you must appoint:
   • A Treasurer (this can be you)
   • A Corporate Secretary (this cannot be you)
   • Other officers, if needed

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Requirements for Registering an OPC

Here’s what you’ll need to prepare:

• Basic information – At least three proposed company names, office address, details of officers, capitalization, and business purpose.
• Documents – Articles of Incorporation, Acceptance Letter of Nominee, and (if needed) Notice to Change Name.
• Bank account – Open a Treasurer-in-Trust for OPC (TITF) account for paid-up capital. After SEC approval, you can convert this into a standard account.

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The OPC Registration Process

Here’s the typical timeline to register an OPC in the Philippines:

1. Submit application – File online or manually through the SEC’s Company Registration and Monitoring Department.
2. SEC evaluation – The SEC reviews your application and asks for supporting documents.
3. Payment – You’ll receive a Payment Assessment Form and settle fees via SEC-accredited channels.
4. Approval – Once approved, your OPC becomes a legal entity. You can now sign leases, hire employees, and conduct business in the company’s name.
5. Local permits – Secure a business permit and occupancy permit from your city or municipality.
6. Tax registration – Register with the Bureau of Internal Revenue (BIR) for a tax identification number (TIN), books of accounts, and official receipts.
7. Social benefits – Register employees with SSS, PhilHealth, and Pag-IBIG.
8. Other agencies – Depending on your industry, you may also need registration with agencies like the Bureau of Customs, Food and Drug Administration, or Bangko Sentral ng Pilipinas.

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Costs and Timeline

• Timeline – Expect the process to take about a month or more, depending on how quickly documents are prepared and approved.
• Costs – Government fees, taxes, and related expenses usually range from ₱27,000 to ₱55,000 ($500–$1,000) for OPCs with under ₱1M capitalization.

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Final Thoughts

The One Person Corporation is a game-changer for entrepreneurs in the Philippines. It gives you the freedom of running a business solo, while protecting your personal assets with corporate limited liability.

But setting up an OPC isn’t always straightforward. From filing paperwork to tax registration, each step must be handled correctly. Consulting an experienced lawyer or accounting firm can save you time, money, and stress.

👉 If you’re serious about building a business in the Philippines, registering an OPC could be your smartest move.

A Better and Brighter Business

Aspiring entrepreneurs like yourself can now easily register a business in the Philippines, thanks to the more straightforward online process of SEC OPC registration. 

DISCLAIMER: This article is strictly for general information purposes only. Nothing in this article constitutes or intends to constitute financial, accounting, regulatory or legal advice and must not be used as a substitute for professional advice. It is still necessary to consult your relevant professional adviser regarding any specific matter referenced above.